DESIGN PURCHASE AND SERVICES AGREEMENT



THIS DESIGN PURCHASE AND SERVICES AGREEMENT, dated as of June 15, 2001 (this

"AGREEMENT"), is made and entered into by and between OVERLAND DATA, INC., a

California corporation ("SELLER"), and SEAGATE REMOVABLE STORAGE SOLUTIONS

LLC, a Delaware limited liability company ("PURCHASER"). Unless otherwise

specified herein, definitions of capitalized terms are set forth in EXHIBIT

A, which is attached hereto and incorporated by reference herein.



                                    RECITALS



         WHEREAS, Seller currently owns the rights to the TR Nextgen Design,

identified as "WS30" and "EDT40", which is capable of resulting in two

generations of *** Travan format-based products identified as "TR6" and "TR7"

(collectively, the "PRODUCTS");



         WHEREAS, Purchaser desires to purchase from Seller the rights to,

and certain assets associated with, the TR Nextgen Design, including certain

raw materials and tooling and other production equipment used in the

manufacture of the Products, as set forth on SCHEDULE 1.1, which is attached

hereto and incorporated herein by reference;



         WHEREAS, Purchaser desires Seller to provide the Design Services to

modify the TR Nextgen Design to eliminate its "read-while-write" capabilities

and cause it to be compatible with the Travan technology specifications

issued by ***;



         WHEREAS, concurrently with the execution of this Agreement,

Purchaser and Seller shall enter into a supply agreement for the purchase and

supply of Seller's four-channel diversity ASIC chip for use in the Products

(the "FC SUPPLY AGREEMENT"), which such agreement shall replace the existing

Supply Agreement, dated as of November 5, 1999, between Purchaser and Seller

for purchase of Seller's single channel ASIC chip; and



         WHEREAS, the Parties desire to enter into this Agreement to set

forth their mutual agreements concerning the above matter.



         NOW, THEREFORE, in consideration of the foregoing and the respective

representations, warranties, covenants and agreements set forth in this

Agreement, the Parties hereby agree as follows:



                                    AGREEMENT



1.   RIGHTS AND ASSETS; ROYALTIES AND PAYMENT.



         1.1      RIGHTS AND ASSETS.



Upon the terms and subject to the conditions set forth in this Agreement,

Seller hereby agrees to sell and transfer, at the specific times designated

in SECTIONS 1.2, 1.3 and 1.4 below, the TR Nextgen Design, the Inventory and

the Tooling and Production Equipment set forth on SCHEDULE 1.1, which is

attached hereto and incorporated by reference herein (collectively, the

"RIGHTS AND ASSETS"), to Purchaser, and Purchaser hereby agrees to purchase,

receive and accept the Rights and Assets from Seller. As consideration for

the transfer of the Rights and Assets from Seller, Purchaser agrees to pay to

Seller the amounts set forth in this ARTICLE 1.





THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT

REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.



                                       1





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                                                CONFIDENTIAL TREATMENT REQUESTED

                                                          BY OVERLAND DATA, INC.



         1.2      TR NEXTGEN DESIGN.



Seller shall transfer the TR Nextgen Design to Purchaser upon complete

execution of this Agreement by the Parties (the "SIGNING") and deliver to

Purchaser a duly executed bill of sale in the form attached hereto as EXHIBIT

B. In consideration for such transfer, Purchaser shall pay to Seller a

royalty based on the sale of the Products and the *** Cartridges: (a) *** of

the Products that is sold for revenue (excluding returns and credits) by

Purchaser (each such unit sold for revenue (excluding returns and credits), a

"Net Revenue Unit" and collectively, "Net Revenue Units") *** of the Product;

and (b) *** of the *** Cartridge sold for revenue (excluding returns and

credits) by *** of the *** Cartridges. Such royalty amounts are payable by

Purchaser on a quarterly basis, will be due within the first *** after the

end of each calendar quarter and shall be accompanied by a final report

indicating the actual number of Net Revenue Units of the Product and the

actual number of *** Cartridges sold for revenue (excluding returns and

credits) in the immediately preceding calendar quarter by Purchaser and ***,

respectively. In addition, Purchaser shall provide to Seller within ten (10)

business days after the end of each calendar quarter a report indicating the

estimated number of Net Revenue Units of the Product and the estimated number

of *** Cartridges sold for revenue (excluding returns and credits) in the

immediately preceding calendar quarter by Purchaser and ***, respectively.



         1.3      INVENTORY.



Seller shall make available the Inventory for purchase by Purchaser and

delivery to Purchaser's facility in Malaysia after the close of Seller's

Thailand's operation. At Seller's option, Seller may at its own expense and

risk consign such Inventory at Purchaser's facility in Malaysia. Purchaser

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