EXHIBIT 10.34   
                                                        
               Effective September 13, 1996
                             
                             
                             
                             
                          BETWEEN
                             
                    QUANTUM CORPORATION
                             
                            AND
                             
            QUANTUM STORAGE (MALAYSIA) SDN.BHD.
                             
                             
                             
                             
                            AND
                             
                             
                    IOMEGA CORPORATION
                             
                             
                            AND
                             
                IOMEGA (MALAYSIA) SDN.BHD.
                             
                             
                             
                             
    __________________________________________________
                             
            AGREEMENT FOR THE SALE AND PURCHASE
                   OF ASSETS IN MALAYSIA
    __________________________________________________
                             

<PAGE>
                         CONTENTS

Clause Heading                                             Page

1.     Interpretation. . . . . . . . . . . . . . .            3
2.     Sale of Assets. . . . . . . . . . . . . . .            4
3.     Consideration . . . . . . . . . . . . . . .            5
4.     Pre-Closing . . . . . . . . . . . . . . . .            5
5.     Closing . . . . . . . . . . . . . . . . . .            6
6.     Obligations of QSM. . . . . . . . . . . . .            8
7.     Obligations of Iomega . . . . . . . . . . .            8
8.     Employees . . . . . . . . . . . . . . . . .            8
9.     Periodic Payments . . . . . . . . . . . . .            8
10.    Representations, Warranties and Undertakings of QSM    9
11.    Representations, Warranties and Undertakings ofIomega 10
12.    Representations, Warranties and Undertakings of Both
       Parties. . . .  . . . . . . . . . . . . . .           11
13.    Limitation of Liabilities . . . . . . . . .           11
14.    Access to Information . . . . . . . . . . .           13
15.    Environmental Indemnity . . . . . . . . . .           13
16.    Termination . . . . . . . . . . . . . . . .           13
17.    Miscellaneous . . . . . . . . . . . . . . .           14

Schedule and Exhibits

Schedule The Assets    . . . . . . . . . . . . . .           16
Exhibit A Secured Promissory Note. . . . . . . . .           17
Exhibit B The Indemnification Agreement. . . . . .           21
Exhibit C Agreement as to Certain Employees of Quantum 
          Peripherals Malaysia Sdn.Bhd . . . . . .           23
Exhibit D Mutual Non-Disclosure Agreement. . . . .           24
Exhibit E Non-Exclusive List of Equipment Turned Over 
          to Iomega. . . . . . . . . . . .  . . . . .        25


THIS AMENDED AND RESTATED AGREEMENT is effective as of September 13, 1996.

BETWEEN:

     (1)  Quantum Corporation, a Delaware Corporation whose
     principal place of business is at 500 McCarthy Blvd.,
     Milpitas, California 95035, ("Quantum U.S.") and
     Quantum Storage (Malaysia) Sdn.Bhd., a private limited
     company incorporated in Malaysia whose registered
     office is Ground Floor, Wisma Pen-Group, No. 37 Jalan
     Anson 10460 Penang, Malaysia ("QSM"), (collectively
     "Quantum"):
     
AND

     (2)  Iomega Corporation, a Delaware Corporation whose
     principal place of business is at 1821 West Iomega Way,
     Roy, Utah  84067 ("Iomega U.S.") and Iomega Malaysia
     Sdn.Bhd., a private limited company incorporated in
     Malaysia whose [registered office] will be (is) Suite
     13-03, 13th Floor, Menara, Tan & Tan 207 Jalan Razak
     50400, Kuala Lumpur, Malaysia, ("Iomega Malaysia")
     (collectively "Iomega));
     
WHEREAS, Quantum U.S. and Iomega U.S. have entered into a
Letter Agreement dated July 15, 1996 (the "Letter
Agreement") for the sale by QSM and purchase by Iomega
Malaysia of the Assets (as hereinafter defined); and

WHEREAS, the Parties now wish to enter into a more
definitive agreement as herein stated.

NOW THEREFORE, THE PARTIES HEREBY AGREE:

1.   INTERPRETATION
     
1.1  In this Agreement, unless the context requires otherwise:
     
  "Agreement to
    Charge"         means the agreement by Iomega Malaysia to execute 
                    the Charge;
                    
  "Assets"          means the Property and the Equipment;
                    
  "Charge"          means the legal charge over the Property by Iomega 
                    Malaysia in favor of QSM;
                    
  "Closing"         means closing of the sale and purchase of the Assets 
                    as specified in Section 5.
                    
  "Closing Date"    means a date not later than five months (150 days) 
                    after the filing of a joint application to the PSA 
                    for its approval, but not later than six months
                    after execution of this agreement or such other 
                    date as the parties may agree in writing.
                    
   "Consideration"  means the consideration for the sale and purchase 
                    of the Assets being the sum specified in Section 3.l;
                    
   "Equipment"      means the plan equipment and other items set out 
                    in paragraph (3) of the Schedule and the list 
                    attached thereto.
                    
   "Good and
    Marketable 
    Title"          means title that is saleable, unencumbered and valid 
                    under Malaysian Law.
                    
   "Guaranty"       means that guaranty delivered at Preclosing by Iomega 
                    U.S. in favor of QSM.
                    
   "Parties"        means Quantum and Iomega, collectively;
                    
   "Party"          means either Quantum or Iomega singularly;
                    
   "Preclosing"     means preclosing of the sale and purchase of the 
                    Assets as specified in Section 4.
                    
   "Pre-Closing 
    Date"           means Friday, September 27, 1996 or such other date 
                    as the Quantum U.S. and Iomega may agree in writing.
                    
   "Property"       means all the leasehold estate in and to the real 
                    property as set out in the attached Schedule and 
                    any building thereon or other improvements thereto
                    subject to any and all express or implied conditions 
                    listed on the title;
                    
  "Iomega's 
   Lawyers"         means Francis Tan of the Azman Davidson law offices 
                    in Kuala Lumpur; and Eugene Lim of Donaldson and
                    Burkinshaw in Singapore.
                    
  "Quantum's 
   Lawyers"         means Baker & McKenzie of 1 Temasek Avenue, #27-01 
                    Millennia Tower, Singapore 039192;
                    
1.2  References to statutory provisions shall be construed
     as references to those provisions as amended or re-enacted 
     or as their application is modified by other
     provisions (whether before or after the date hereof)
     from time to time and shall include any provisions of
     which they are re-enactments (whether with or without
     modification).
     
1.3  References herein to Sections and the attached Schedule
     are to Sections in and the attached Schedule to this
     Agreement unless the context requires otherwise and the
     attached Schedule to this Agreement shall be deemed to
     form part of this Agreement.
     
1.4  The expressions "Quantum U.S.", "QSM", "Iomega U.S."
     and "Iomega Malaysia" shall, where the context permits,
     include their respective successors and permitted
     assigns.
     
1.5  The headings are inserted for convenience only and
     shall not affect the construction of this Agreement.
     
1.6  Unless the context requires otherwise, words importing
     the singular include the plural and vice versa and
     words importing a gender include every gender.
     
2.   SALE OF ASSETS
     
2.1  Subject to the terms of this Agreement, Quantum U.S.
     shall cause, and QSM shall sell as legal and beneficial
     owner and Iomega U.S. shall cause Iomega Malaysia to
     purchase the Assets.
     
2.2  Iomega U.S. undertakes that it shall guarantee
     fulfillment the performance of Iomega Malaysia's
     obligations under the Note and the Agreement to Charge
     and the performance of all the obligations of Iomega
     Malaysia pursuant to this Agreement, the Note and the
     Agreement to Charge and, for such purpose shall be
     jointly and severally liable hereunder.
     
3.   CONSIDERATION
     
3.1  The Consideration shall be U.S. Dollars Twenty Eight
     Million (U.S. $28,000,000) to be paid to Quantum by
     Iomega as follows:
     
     (a)  U.S. Dollars Two Million Eight Hundred
          Thousand (U.S. $2,800,000) due, as earnest money,
          upon and with execution of this Agreement.  This
          payment will be offset against the $28,000,000
          purchase price.  Such initial payment is non-
          refundable and forfeit to Quantum U.S. if the
          parties fail to proceed to Closing due to a
          material breach of this Agreement by Iomega.  If
          Closing does not take place as contemplated
          hereunder due to reasons other than any material
          breach by Iomega, Quantum U.S. shall thereupon
          refund to Iomega such initial payment.
          
     (b)  At Pre-Closing the sum of U.S. Dollars Seven
          Million Two Hundred Thousand (U.S. $7,200,000) to
          be paid by wire transfer as specified by Quantum
          U.S. in favor of Quantum U.S. (whose receipt shall
          be an absolute discharge therefore).  If Closing
          does not take place as contemplated hereunder due
          to reasons other than any material breach by
          Iomega, Quantum U.S. shall thereupon refund to
          Iomega such initial payment.
          
     (c)  The sum of U.S. Dollars Eighteen Million
          (U.S. $18,000,000) in accordance with the method
          of payment described in the note (the format of
          which is attached to this Agreement as Exhibit "A"
          (the "Note").  The Note shall be executed and
          delivered by Iomega Malaysia in favor of QSM upon
          Closing.
          
3.2  The Consideration shall be allocated to the Assets in
     the manner as stated in the attached Schedule.
     
3.3  QSM owes to Quantum U.S. a sum of U.S. Dollars in
     excess of Twenty-Eight Million.  QSM hereby directs
     Iomega U.S., to pay directly to Quantum U.S., the
     Consideration in Section 3.1(a) and (b) and such of the
     Consideration in Section 3.2(c) as is properly required
     under the Note, in satisfaction of Iomega's payment
     obligations to QSM under this Agreement.
     
3.4  The Parties agree that in the event any payment of the
     Consideration or any part thereof shall be effected by
     Iomega Malaysia to QSM, the payment of such
     Consideration shall be in Ringgit Malaysia (the
     currency of Malaysia) equivalent to the sum to be paid
     in U.S. Dollars.  The rate of exchange will be the spot
     rate obtained by Iomega Malaysia in effecting its
     payments hereunder in Ringgits, if applicable.
     
3.5  To the extent that it becomes necessary to obtain
     exchange control approval by local Malaysian
     authorities or local law requires up to a five (5%)
     withholding that is not satisfied by the Note, the
     Parties agree to comply with such regulations.  Any
     amount withheld in excess of taxes subsequently
     determined payable will be returned with interest
     earned, if any.
     
4.   PRE-CLOSING

4.1  Pre-Closing shall take place in Singapore at the
     offices of Quantum's Lawyers or at such other place and
     time as shall be mutually agreed.  
     
4.2  At Pre-Closing:
     
     (a)  QSM shall deliver to Iomega Malaysia:
     
          (i)   the document of title to the
                Property which is evidence of Good and
                Marketable title to the Property under
                Malaysian law together with the transfer form
                (Form 14A) of the National Land Code No. 56
                of 1965 duly executed by QSM for the transfer
                of the Property from QSM to Iomega Malaysia;
               
          (ii)  any designs and drawings, plans,
                technical and sales publications, advertising
                material, brochures, catalogues held by QSM
                in relation to the Assets,
               
          (iii) copies of all receipts in respect
                of quit rent and assessment in respect of the
                Property;
               
          (iv)  title to the Equipment by way of
                delivery of possession of the Equipment, as
                well as any title documents thereto (if any);
               
          (v)   and any other documents necessary
                and in the possession of QSM to the transfer
                of the Assets and requested by Iomega;
               
          (vi)  any warranty documents as to the
                Property or Equipment, if any.
               
          (vii) Quantum will obtain or deliver to
                Iomega a copy of the resolutions of the
                shareholders an the board of directors of
                Quantum Malaysia authorizing the sale of the
                property.
               
4.3  Iomega to deliver to QSM:
     
          (i)   the executed Guaranty;
               
          (ii)  such payment of the Consideration
                as specified in Section 3.1(b).
               
5.   CLOSING
     
5.1  The following shall be obtained, or delivered to
     Quantum, as the case may be on or before Closing by
     Iomega:
     
     (a)  approval of the Penang Development
          Corporation ("PDC") to the transfer of the
          Property to Iomega Malaysia;
          
     (b)  the approval of the Penang State Authority
          ("PSA") to the transfer of the Property to Iomega
          Malaysia;
          
     (c)  the adjudication of the stamp duty payable on
          the transfer of the Property by the relevant Stamp
          Office;
          
     (d)  the approvals required for the registration
          of the Charge (the "Charge Approvals" as defined
          in the Agreement to Charge;
          
     (e)  charter documents of Iomega Malaysia and
          certificates from appropriate Malaysian
          governmental agencies certifying that Iomega
          Malaysia is in good standing under the law of
          Malaysia;
          
     (f)  certificates from the Secretaries of State
          for the States of Delaware and Utah certifying
          that Iomega U.S. in good standing in such state;
          
     (g)  a certificate dated as of the Closing of the
          Secretary or Assistant Secretary of Iomega U.S.
          certifying (i) the incumbency and specimen
          signatures of the persons authorized to execute
          and deliver this Agreement and the Guaranty on
          behalf of Iomega U.S., (ii) a copy of the
          resolutions of the board of directors of Iomega
          U.S. authorizing the transactions contemplated
          hereby including the issuance of the Guaranty; and
          (iii) a copy of the Certificate of Incorporation
          and By-Laws of Iomega U.S., together with all
          amendments and supplements thereto as in effect on
          the Closing Date; and
          
     (h)  a legal opinion of counsel to Iomega U.S. as
          to the due authorization, execution and delivery
          by Iomega U.S. of this Agreement and the Guaranty,
          that this Agreement and the Guaranty are
          enforceable against Iomega U.S. in accordance with
          their terms and that the execution and delivery of
          this Agreement and the Guaranty by Iomega U.S.
          will not violate any relevant U.S. law or any
          material agreement of Iomega U.S.
          
5.2  The approvals and the adjudication referred to in
     Section 5.1 or any of them shall be deemed not to have
     been obtained if they are obtained with conditions
     deemed to be prejudicial to Iomega Malaysia.  For the
     purpose of this section, a condition shall only be
     deemed to be prejudicial if it involves a payment by
     Iomega Malaysia of an aggregate sum exceeding U.S.
     Dollars One Hundred Thousand (U.S. $100,000) or if such
     condition materially and adversely affects the
     commercial viability of the Property.
     
5.3  Iomega may waive all or any of the approvals and the
     adjudication, or any conditions of the approvals or
     adjudication deemed to be prejudicial to Iomega
     Malaysia.
     
5.4  Iomega Malaysia agrees that none of the payment of the
     stamp duty payable in respect of the transfer of the
     Property, and the administrative fees chargeable by PDC
     and the PSA in giving their approvals, referred to in
     5.1, shall be deemed to be a condition which is
     prejudicial to Iomega referred to in Section 5.2 above.
     
5.5  Iomega Malaysia hereby agrees to execute the Agreement
     in Charge and all documents and do all things as shall
     be necessary to give effect to the Charge.
     
5.6  Iomega hereby undertakes that it shall present the
     Transfer for registration at the relevant Land Office,
     on the same day the last of the approvals referred to
     in Section 5.1 are obtained and, simultaneously
     therewith, also present the Charge for registration.
     
5.7  If, due to failure to obtain the Approvals, for other
     reason than material breach, the Parties fail to Close,
     on or before Closing Date, Iomega shall either waive
     the preconditions to Closing or vacate the Property
     within ninety (90) days.  If Iomega chooses to vacate,
     it shall restore the Property to its original
     condition, less reasonable wear and tear, and Quantum
     shall deduct from the ten million dollars ($10,000,000)
     Consideration to be refunded to Iomega pursuant to
     Section 3.1 of this Agreement, a sum equal to the
     accrued interest on the Note from the date of this
     Agreement (i.e. September 13, 1996) until such time as
     Iomega vacates and restores the premises.
     
5.8  At Closing, Iomega Malaysia shall execute and deliver
     to QSM the Note, a copy of which is attached to this
     Agreement as Exhibit "A".
     
5.9  Quantum U.S. shall execute and deliver to Iomega a
     Board of Directors Resolution authorizing the sale of
     the Property.
     
6.   OBLIGATIONS OF QSM
     
6.1  Prior to Pre-Closing, QSM shall pay, satisfy and
     discharge all the debts, liabilities and obligations as
     might encumber the Assets.
     
6.2  QSM shall assist Iomega in obtaining any necessary
     consents granted by any third parties and the approval
     of the Penang State Authority and the Penang
     Development Corporation to the transfer of the Property
     to Iomega Malaysia.
     
6.3  QSM shall duly submit such notifications and execute
     all documents and do all acts and things on its part to
     be executed and done under the Real Property Gains Tax
     Act, 1976.
     
6.4  QSM shall do and execute or procure to be done and
     executed all such further acts, deeds, things, and
     documents as may be necessary to give effect to the
     terms of this Agreement.
     
7.   OBLIGATIONS OF IOMEGA
     
7.1  Iomega Malaysia shall obtain a manufacturing license
     sufficient to operate the Assets and take possession of
     the Property as soon as possible.
     
7.2  Iomega Malaysia shall duly submit such notifications
     and execute all documents and do all acts and things on
     its part to be executed and done under the Real
     Property Gains Tax Act, 1976.
     
7.3  Iomega shall do and execute or procure to be done and
     executed all such further acts, deeds, things, and
     documents as may be necessary to give effect to the
     terms of this Agreement.
     
8.   EMPLOYEES
     
8.1  At Iomega's request, QSM retained a number of employees
     on behalf of Iomega for the purpose of facilitating
     Iomega's timely operation of the Assets.  Iomega has
     agreed to indemnify Quantum U.S. and QSM for any and
     all liability incurred pursuant to this accommodation. 
     See Indemnification Agreement, a copy of which is
     attached to this Agreement as Exhibit "B" and
     incorporated by this reference.
     
8.2  As part of the consideration for QSM selling the
     Property and temporarily hiring the employees (See
     Section 8.1 above), Iomega further agrees that for a
     six month period, expiring January 31, 1997 it will not
     recruit or hire certain employees of Quantum
     Peripherals Malaysia as listed in Exhibit "C".
     
9.   PERIODIC PAYMENTS
     
9.1  Any amounts paid or receivable in respect of the Assets
     which are of a periodical nature (such as deposits,
     rents, quit rents, assessments, rates, insurance
     premiums, gas, water, electricity, telephone charges,
     license fees, commissions, royalties and other
     outgoings or receipts) shall, unless otherwise agreed,
     be prorated between QSM and Iomega Malaysia according
     to the portion of the period remaining for the above
     expense as of July 15, 1996.
     
9.2  Any salaries, wages and other emoluments and all
     statutory contributions and salaries tax for which QSM
     is accountable after July 15, 1996 in respect of QSM
     employees retained by Iomega Malaysia pursuant to
     Section 8.1 shall be reimbursed to QSM by Iomega.
     
10.  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF QSM
     
     Quantum U.S. and QSM hereby represent, warrant and
     undertake to Iomega that:
     
10.1 The representations, warranties and undertakings set
     out in each paragraph of this Section 10 shall remain
     true as at Closing as a condition of the parties
     obligation to complete the Closing.
     
10.2 Organization and Existence.  Quantum U.S. is a
     corporation duly incorporated, validly existing and in
     good standing under the laws of Delaware and has all
     corporate powers and all material governmental
     licenses, authorizations, consents and approvals
     required to carry on its business as now conducted.
     
10.3 QSM is a wholly owned subsidiary of Quantum U.S. and
     has been duly incorporated and is validly existing
     under the laws of Malaysia and has full power,
     authority and legal right to own its Assets and carry
     on its business and is not in receivership or
     liquidation, it has taken no steps to enter liquidation
     and no petition has been presented for any winding up
     QSM and there are no grounds on which a petition or
     application could be based for the winding up or
     appointment of a receiver of QSM.
     
     QSM hereby represents, warrants and undertakes to
     Iomega that:
     
10.4 To the best of QSM's knowledge, it is the sole
     beneficial owner of and has a Good and Marketable title
     to the Property.
     
10.5 To the best of QSM's knowledge, there are no options or
     other agreements outstanding which provide for the sale
     or transfer to any person of or the right to require
     the creation of any mortgage, charge, pledge, lien or
     other security or encumbrance over the Assets or any 
     part thereof.
     
10.6 To the best of QSM's knowledge, there is no unsatisfied
     judgment, court order or tribunal or arbitral award
     outstanding against QSM and no distress, execution or
     process has been levied on any part of the Assets.
     
10.7 To the best of QSM's knowledge, it is not in default
     under any agreement relating to the Equipment to which
     it is a part or by which it is bound.
     
10.8 Without limiting the foregoing, to the best of QSM's
     knowledge, there are no loans, guarantees, pledges,
     mortgages, given, made or incurred by or on behalf of
     QSM in relation to the Assets.
     
10.9 To the best of QSM's knowledge, it is not involved
     whether as plaintiff or defendant or otherwise in any
     civil criminal or arbitration proceedings in relation
     to the Assets which might affect the Assets (apart from
     debt collection in the ordinary course of business) or
     in any proceedings before any tribunal and no such
     proceedings are threatened or pending, and no claim,
     dispute, adverse tax, acquisition or other notice by
     any governmental authorities or creditors relating to
     the Assets has been presented against or is being
     engaged by Quantum.
     
10.10 There are no material facts or circumstances
     currently known to QSM which are likely to result in
     any such proceedings being brought by or against QSM or
     against any person for whose acts or defaults QSM may
     be vicariously liable.
     
10.11 To the best of QSM's knowledge, all information
     contained in this Agreement (including the recitals) is
     true and accurate.
     
10.12 To the best of QSM's knowledge, all information
     given to Iomega and its professional advisors by QSM,
     its officers and employees and QSM's professional
     advisors in writing during the negotiations prior to
     this Agreement was when given, and is at the date
     hereof true and accurate and there is no fact, matter
     or circumstance which has not been disclosed in writing
     to Iomega or its professional advisors which renders
     any such information untrue, inaccurate or misleading
     or which might reasonably affect the willingness of
     Iomega to proceed with the purchase of the Assets on
     the terms of this Agreement.
     
10.13 QSM represents and warrants to Iomega that there
     are no outstanding employee contracts or obligations
     between QSM and any of its former employees that have
     been hired by Iomega Malaysia.
     
11.  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF IOMEGA
     
     Iomega hereby represents, warrants, and undertakes to
     Quantum that:
     
11.1 Organization and Existence.  Iomega U.S. is a
     corporation duly incorporated, validly existing and in
     good standing under the laws of Delaware and has all
     corporate powers and all material governmental
     licenses, authorizations, consents and approvals
     required to carry on its business as now conducted. 
     Iomega Malaysia is a wholly owned subsidiary of Iomega
     U.S. and has been duly incorporated and is validly
     existing under the laws of Malaysia and has full power,
     authority and legal right to enter into this Agreement
     and carry out the obligations assumed hereunder.
     
11.2 Financing.  Iomega has sufficient funds in bank
     accounts, commitments for funds or currently available
     lines of credit to pay the Consideration.
     
11.3 Iomega acknowledges and agrees that having been given
     the opportunity to inspect the Property and review
     information and documentation affecting the Property,
     buyer is relying solely on its own investigation of the
     Property and review of such information and
     documentation, and not on any information provided or
     to be provided by QSM.  Iomega further acknowledges and
     agrees that any information made available to Iomega or
     provided or to be provided by or on behalf of Quantum
     with respect to the Property was obtained from a
     variety of sources and that Quantum has not made any
     independent investigation or verification of such
     information and makes no representations as to the
     accuracy or completeness of such information or
     documentation.  Quantum is not liable or bound in any
     manner by any representations or information pertaining
     to the Property, or the operation thereof, furnished by
     any real estate broker, agent, employee, servant or
     other person.
     
11.4 Iomega further acknowledges and agrees that to the
     maximum extent permitted by law, the sale of the
     Property as provided for herein is made on an "as is"
     condition and basis with all faults, and that Quantum
     has no obligations to make repairs, replacements or
     improvements except as may otherwise be expressly
     stated herein.
     
11.5 To the best of Iomega's knowledge, all information
     given to Quantum and its professional advisors by
     Iomega, its officers and employees and Iomega's
     professional advisors in writing during the
     negotiations prior to this Agreement was when given,
     and is at the date hereof true and accurate and there
     is no fact, matter or circumstance which has not been
     disclosed in writing to Iomega or its professional
     advisors which renders any such information untrue,
     inaccurate or misleading or which might reasonably
     affect the willingness of QSM to proceed with the sale
     of the Assets on the terms of this Agreement.
     
12.  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF BOTH PARTIES
     
12.1 Non-Contravention.  The execution, delivery and
     performance of this Agreement and the Note do not and
     will not contravene or conflict with any certificates
     of incorporation or bylaws of either Party or
     contravene or conflict with any provision of any law,
     regulation, judgment, injunction, order or decree
     binding upon or applicable to either party.
     
12.2 Finders' Fees.  There is no investment banker, broker,
     finder or other intermediary that has been retained by
     or is authorized to act on behalf of either Party who
     might be entitled to any fee or commission from either
     Party or any of its Affiliates upon consummation of the
     transactions contemplated by this Agreement.
     
12.3 Litigation.  There is no claim or any third party nor
     any action, suit, investigation or proceedings pending
     against or to the knowledge of either Party, threatened
     against or affecting either Party before any court or
     arbitrator or any governmental body, agency or official
     that in any manner challenges or seeks to prevent,
     enjoin, alter or materially delay the transactions
     contemplated hereby.
     
12.4 Both parties have the full power, authority and legal
     right to enter into this Agreement.  The execution and
     delivery of this Agreement and the consummation of the
     transactions contemplated hereby will not result in the
     breach or cancellation or termination of any of the
     terms or conditions of or constitute a default under
     any agreement, commitment or other instrument to which
     either is a Party.
     
13.  LIMITATION OF LIABILITIES
     
13.1 (a)  Neither Party shall be liable for any breach of
          representations, warranties or undertakings:
     
          (i)  which would not have arisen but for
               a voluntary act, omission or transaction by
               the other Party after the date hereof which
               could reasonably have been avoided or carried
               out and/or which on the part of the other
               Party was not in the ordinary course of
               business;
               
          (ii) which arise as a result of the
               other Party's failure to cooperate, or arises
               as a result of the Other Party failing to act
               in accordance with any reasonable request to
               avoid, resist or compromise any claim after
               being given a reasonable time in which to
               comply with any such request; and/or
               
     (b)  The liability of QSM in respect of any claims
          for breach of representations, warranties or
          undertakings made hereunder shall be limited as
          follows:
          
          (i)  the maximum aggregate liability of
               QSM in respect of all claims for breach of
               representations warranties or undertakings
               shall not exceed U.S. $2,000,000.
               
          (ii) no claims may be brought against
               QSM in respect of a breach of
               representations, warranties or undertakings
               after the expiry of three years from the date
               hereof.
               
     (c)  It is a condition of any claim for breach of
          representations, warranties or undertakings
          hereunder either Party shall, upon any claim,
          action, demand or assessment being made or issued
          against it which could lead to a claim by it for
          breach of representations, warranties or
          undertakings under this Agreement, promptly give
          notice thereof to the other Party.
          
     (d)  The amount of any compensation or damages
          payable by QSM in respect of any claims for breach
          of representations, warranties or undertakings or
          under the indemnities shall be computed after
          taking into account and giving full credit for
          Assets realized, if any, at the date of any
          relevant claim within two (2) years from the date
          hereof (less any realization costs and expenses);
          
     (e)  If any claim for breach of representations,
          warranties or undertakings is brought under this
          Agreement in relation to any liability of either
          Party which is contingent only, the other Party
          shall not be liable to make any payment in respect
          thereof until such contingent liability becomes an
          actual liability and liquidated as to amount.
          
     (f)  In no event shall either Party be liable to
          the other for any remote, punitive or
          consequential damages.
          
13.2 Iomega acknowledges and agrees that QSM has not made,
     does not make and specifically negates and disclaims
     any representations, warranties, promises, covenants,
     agreements or guaranties of any kind or character
     whatsoever, whether express or implied, oral or
     written, past, present or future, of, as to, concerning
     or with respect to:
     
     (a)  value;
          
     (b)  the income to be derived from the Property;
          
     (c)  the suitability of the Property for any and
          all activities and uses which Iomega may conduct
          thereon, including the possibilities for future
          development of the Property;
          
     (d)  the habitability, merchantability,
          profitability or fitness for a particular purpose
          of the Property;
          
     (e)  the manner, quality, state of repair or lack
          of repair of the Property;
          
     (f)  the nature, quality or condition of the
          Property, including, without limitation, the
          water, soil and geology;
          
     (g)  the manner or quality of the construction or
          materials if any, incorporated into the Property;
          
     (h)  the conformity of the Property to applicable
          zoning or building requirements after Closing.

14.  ACCESS TO INFORMATION
     
14.1 At the Pre-Closing, QSM shall make available to Iomega
     and any persons authorized by it all such information
     relating to the Assets and such access to the Assets
     and all title deeds, and of relating to the Assets.
     
14.2 Both Parties hereby undertake that they will not, save
     as required by law, divulge any confidential
     information obtained from the other as a result of the
     transaction memorialized in this Agreement to any
     person other than its own officers, employees,
     professional advisors and/or local government
     authorities who "need to know".  For the purposes of
     implementing this section the parties agree to execute
     the mutual non-disclosure Agreement, attached to this
     Agreement as Exhibit "D".
     
14.3 In the event this Agreement is terminated (pursuant to
     Section 16), both Parties undertake to return to each
     other, all information and documents concerning the
     Assets which have been provided in connection with this
     Agreement.  Each Party also agrees not to use any such
     information gained by it to further itself in its trade
     or to the detriment of the other Party unless such
     information had already been known to it or had become
     or subsequently becomes public knowledge otherwise than
     by reason of any act or default of the recipient Party,
     its advisors or employees.
     
15.  ENVIRONMENTAL INDEMNITY
     
15.1 Quantum Indemnification:  QSM agrees to indemnify, hold
     harmless and defend Iomega from and against any
     liabilities, claims, demands, damages (including,
     without limitation, attorneys', experts' and
     consultants' fees), fines, penalties, and monetary
     sanctions arising out of any liability related to
     contamination of the Property as a result of Hazardous
     Material Activities conducted by Quantum before July
     15, 1996.
     
15.2 Iomega Indemnification:  Iomega shall indemnify, hold
     harmless and defend Quantum from and against any
     liabilities, claims, demands, damages (including,
     without limitation, attorneys', experts' and
     consultants' fees), fines, penalties, and monetary
     sanctions arising out of any liability related to
     contamination of the Property as a result of Hazardous
     Materials Activities which occur during Iomega's
     possession or operation of the Property which for
     purposes of this section shall be deemed to have begun
     on July 16, 1996.
     
15.3 For purposes of this Section 15, Environmental
     Indemnity, "Hazardous Material" shall mean oil,
     petroleum (or any fraction thereof), explosives,
     asbestos, radioactive materials and any such other
     substances as are defined as "hazardous substances," or
     "hazardous materials" or "hazardous wastes" under
     applicable laws, regulations, ordinances, rules, codes,
     permits, and/or restrictions relating to the protection
     of human health and safety and the indoor and outdoor
     environment ("Environmental Requirements").
     
15.4 For purposes of this Section 15, Environmental
     Indemnity, "Hazardous Material Activity" shall mean the
     use, processing, distribution, manufacture, handling,
     storage, transportation, treatment, disposal, emission,
     discharge, release (as defined by applicable
     Environmental Requirements), or threatened release of
     any Hazardous Material.
     
15.5 The provisions of these indemnities shall survive to
     the Closing and to the extent necessary to give effect
     to such provisions.
     
16.  TERMINATION
     
16.1 In the event the approvals referred to in Section 5 are
     not obtained or not obtained on or before Closing or
     obtained with conditions deemed to be prejudicial (as
     defined in Section 5.2) to Iomega Malaysia, then the
     following shall occur:
     
     (a)  all sums forming part of the Consideration,
          if paid to QSM, shall be refunded free of interest
          by QSM to Iomega;
          
     (b)  Good and Marketable Title to the Property
          under Malaysian law shall be redelivered to QSM or
          its designee;
          
     (c)  all the Equipment shall be re-delivered by
          possession to QSM, or its designee at the
          Property; and
          
     (d)  all other documents delivered by QSM pursuant
          to Section 4.2 of this Agreement shall be 
          re-delivered to QSM, or its designee          
          and this Agreement, the Charge and Agreement to
          Charge as well as the Letter Agreement (other than
          sections concerned with the parties post
          termination responsibilities and allocation of
          costs and the mutual Non-Disclosure Agreement
          attached to this Agreement as Exhibit D), subject
          to any antecedent breach by either Party, shall
          terminate and be null and void and of no effect.
          
17.  MISCELLANEOUS
     
17.1 Each party shall pay its own legal costs and
     disbursements of, and incidental to, this Agreement,
     Iomega shall, however, bear all stamp duties and
     registration fees with such other disbursements of, and
     incidental to the transactions in this Agreement. 
     However, the Parties hereby agree that the stamp duties
     and registration fees with such other disbursements of,
     or incidental to, the registration of the Charge shall
     be borne by QSM and Iomega Malaysia in equal
     proportions.
     
17.2 Each notice, demand or other communication given or
     made under this Agreement shall be in writing and
     delivered or sent to the relevant party at its address
     or fax number as the addressee has by five (5) days'
     prior written notice specified to the other parties:
     
     To Quantum U.S. and QSM:      Attention:  Andrew Kryder
                                   Vice President, General Counsel
                                   Quantum Corporation
                                   500 McCarthy Boulevard
                                   Milpitas, California  95035
     
                                   Phone Number:  (408) 894-4031
                                   Fax Number:    (408) 324-7005
     
     To Iomega U.S. and            Attention:  Donald Sterling
     Iomega Malaysia:              Vice President, Corporate
                                   Counsel and Secretary
                                   Iomega Corporation
                                   1821 West Iomega Way
                                   Roy, Utah  84067
     
                                   Phone Number:  (801) 778-3188
                                   Fax Number:    (801) 778-3871
     
     Any notice, demand or other communication so addressed
     to the relevant party shall be deemed to have been
     delivered (a) if given or made by letter, when actually
     delivered to the relevant address; (b) if given or made
     by telex, when dispatched with confirmed answer back
     and (c) if given or made by fax, when dispatched.
     
17.3 No waiver by either party of any breach by the other
     party of any provision hereof shall be deemed to be a
     waiver of any subsequent breach of that or any other
     provision hereof.  If at any time any provision of this
     Agreement is or becomes illegal, invalid or
     unenforceable in any respect, the legality, validity,
     and enforceability of the remaining provisions of this
     Agreement shall not be affected or impaired thereby.
     
17.4 This Agreement is a fully integrated Agreement and
     constitutes the whole Agreement between the Parties and
     it is expressly declared that no variations hereof
     shall be effective unless mutually agreed upon in
     writing.
     
17.5 This Agreement shall be governed by and construed in
     accordance with the laws of California, taking into
     account the extent to which the Agreement contains
     terms designed to address the unique circumstances of
     Malaysia.  To the extent that the resolution of a
     particular action requires the jurisdiction of the
     courts of Malaysia, both Parties hereby agree to bring
     the action in said courts of Malaysia.
     
     
     IN WITNESS WHEREOF this Agreement has been executed on the
     day and year first above written.
     
     SIGNED by:                         /s/ Michael Brown         
                                        Signature
     
     for and on behalf of               Michael A. Brown     
                                        Name
     
     QUANTUM CORPORATION                President and CEO                   
                                        Title
     
     
     SIGNED by:                         /s/ Kenneth Lee           
                                        Signature
     
     for and on behalf of               Kenneth Lee          
                                        Name
     
     QUANTUM STORAGE (MALAYSIA)
     SDN.BHD.                           President and General Manager  
                                        Title
     
     
     SIGNED by:                         /s/ Donald R. Sterling    
                                        Signature
     
     for and on behalf of               Donald R. Sterling   
                                        Name
     
     IOMEGA CORPORATION                 Vice President, Corporate Counsel
                                        Title
     
     
     SIGNED by:                         /s/ Donald R. Sterling    
                                        Signature
     
     for and on behalf of               Donald R. Sterling   
                                        Name
     
     IOMEGA (MALAYSIA) SDN.BHD.         Director                       
                                        Title