INTELLECTUAL PROPERTY AGREEMENT





        THIS INTELLECTUAL PROPERTY AGREEMENT having an Effective Date of April

2, 2001 is made by and between Quantum Corporation, a Delaware corporation, with

offices located at 500 McCarthy Blvd., Milpitas, California 95035("Quantum") and

Insula Corporation, a Delaware corporation, with offices located at 500 McCarthy

Blvd., Milpitas, California 95035 ("Insula").



                                    RECITALS:



        Whereas, Quantum, Insula and Maxtor Corporation ("Maxtor") are parties

to a certain AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND

REORGANIZATION dated October 3, 2000 ("Merger Agreement") pursuant to which the

hard disk drive business of Quantum will be transferred to Insula and Insula

will merge into and become a wholly owned subsidiary of Maxtor (the "Merger" as

defined in the Merger Agreement);



        Whereas, in connection with such transaction, Insula wishes to acquire

the absolute ownership of certain proprietary and intellectual property rights

in and associated with the hard disk drive business of Quantum, and to acquire a

license to other proprietary and intellectual property rights in and associated

with the hard disk drive business of Quantum; and,



        Whereas, in connection with such transaction, Quantum wishes to retain a

license to certain proprietary and intellectual property rights in and

associated with the hard disk drive business of Quantum that is being

transferred herein to Insula.



        NOW, THEREFORE, in consideration of the Merger Agreement and the mutual

covenants, promises and representations set forth herein, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties agree as follows:



                                    AGREEMENT



        1. Definitions.



                1.1 "Assigned Agreements" shall mean the agreements to which

Quantum is a party listed and shown in Exhibit E.



                1.2 "Documentation" means written materials (and

machine-readable text subject to display and printout) which relates to and/or

describes a Program.



                1.3 "Derivative Work" means a work (i) which is based upon one

or more pre-existing works, such as a revision, modification, translation,

abridgement, condensation, expansion or any other form in which such

pre-existing works may be recast, transformed or adapted; and (ii) which, if

prepared without authorization of the owner of the copyright in such

pre-existing work, would constitute a copyright infringement. Derivative Work

includes any compilation that incorporates such a pre-existing work.







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                1.4 "HDD Business" shall have the meaning ascribed thereto in

the Merger Agreement. The parties acknowledge and agree that the "HDD Business"

does not include Quantum's solid state drive business.



                1.5 "HDD Copyrights" shall mean the copyrights, registered and

unregistered, in or to artistic and literary works (including Materials,

Programs and Documentation) listed and shown in Exhibit B.



                1.6 "HDD Intellectual Property Rights" shall mean HDD Patents,

HDD Copyrights, HDD Trade Secrets and HDD Trademarks.



                1.7 "HDD Patents" shall mean the patents, patent applications,

registered designs, registered utility models, and applications therefor, and

inventions listed and shown in Exhibit A, including without limit any reissues,

divisionals, continuations, continuations in part, extensions, reexaminations or

foreign counterparts thereof, and any and all of the foregoing having primary

utility in the HDD Business that are conceived or reduced to practice after the

Effective Date and prior to the Separation Date by Quantum and are reflected in

an updated Exhibit A as of the Separation Date.



                1.8 "HDD Products" shall mean rotating computer data storage

memory devices primarily designed to record and/or read digital information on

or from a rotating disk, including but not limited to, a magnetic or

magneto-optic disk, components or combinations thereof and processes and

apparatus for the manufacture or assembly thereof; provided that HDD Products

shall not include storage area networks and network attached storage apparatus,

and processes and apparatus for the manufacture or assembly thereof.



                1.9 "HDD Trademarks" shall mean the trademarks, registered and

unregistered, servicemarks and tradenames listed and shown in Exhibit D,

provided however, that no rights to the trademark "Quantum" included in any

trademarks listed in Exhibit D are being assigned from Quantum to Insula and any

rights of Insula or Maxtor to use an HDD Trademark that includes "Quantum" shall

be subject to, and as limited by, the license granted pursuant to Section 3.7.



                1.10 "HDD Trade Secrets" shall mean the materials and

documentation listed and shown in Exhibit C.

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