8-K

SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 3, 1994

QUANTUM CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

      0-12390 						      94-2665054 
(Commission File No.)	 	(IRS Employer Identification No.)

500 McCarthy Boulevard
Milpitas, CA 95035
(Address of principal executive offices and zip code)



Registrant's telephone number,
including area code:  (408) 894-4000




ITEM 2. 	Acquisitions or Dispositions of Assets 

	On July 18, 1994, Quantum Corporation (the "Company") 
entered into a Stock and Asset Purchase Agreement (the 
"Agreement"), as amended by Amendment No. 1, dated as of 
October 3, 1994 (the "Amendment No. 1"), as supplemented by the 
Supplemental Agreement to the Stock and Asset Purchase Agreement, 
dated as October 3, 1994 (the "Supplemental Agreement") pursuant 
to which the Company agreed to acquire from Digital Equipment 
Corporation ("Digital"): (i) the stock of certain subsidiaries of 
Digital, including 81% of the capital stock of Rocky Mountain 
Magnetics, Inc., a Delaware corporation ("RMMI"), pursuant to the 
RMMI Stock Purchase Agreement, dated as of July 18, 1994; and 
(ii) certain of the other assets related to the data storage 
business conducted by Digital directly and through its 
subsidiaries, including the design, manufacture and marketing of 
computer disk drive, tape drive, tape media solid state memory 
device and magnetic recording head products and optical storage 
devices and technology other than CD-ROM but not including 
Digital's subsystems, video-server, CD-ROM media business or 
floppy diskette media business (the "Business"), and to assume 
certain specified liabilities related to the Business.  The 
transaction closed on October 3, 1994.  The Company plans to 
continue to use the assets in substantially the same business.

	The total purchase price was $360 million, plus assumption 
by the Company of specified liabilities related to the Business.  
The purchase price is subject to post-closing reduction to the 
extent that the value of inventory and property, plant and 
equipment transferred at closing was less than specified levels 
or if capital expenditures made by Digital related to the 
Business are less than specified levels.  The purchase price was 
paid with $290,000,000 in cash and a $70,000,000 note.  The 
source of funds for the purchase price was existing cash from 
Bank of America and funds provided by a credit facility provided 
by a syndicate of banks managed by ABN AMRO N.V., Barclays Bank 
PLC and Canadian Imperial Bank of Commerce.

	The foregoing description of the proposed transaction is 
qualified by the full text of the Agreement, the Amendment No. 1, 
the Supplemental Agreement, the RMMI Stock Purchase Agreement, 
dated as of July 18, 1994 among Quantum Corporation, Digital 
Equipment Corporation and Rocky Mountain Magnetics, Inc. and the 
Patent Assignment and License Agreement, dated as of October 3, 
1994, by and between Digital Equipment Corporation and Quantum 
Corporation, copies of which have been filed as Exhibits to this 
Current Report on Form 8-K and are hereby incorporated herein by 
reference.

ITEM 7. 	Financial Statements and Exhibits

(a)	Financial Statements

The Registrant believes that it would be impractical to 
provide the required financial statements at the time this 
report on Form 8-K is filed.  The Registrant intends to file 
such financial statements as an amendment to this Form 8-K 
within sixty days of the date hereof.

(b)	Pro Forma Financial Information

The Registrant believes that it would be impractical to 
provide the required pro forma financial information at the 
time this report on Form 8-K is filed.  The Registrant 
intends to file such financial information as an amendment 
to this Form 8-K within sixty days of the date hereof.

(c)	Exhibits

1.	Stock and Asset Purchase Agreement by and among Quantum 
Corporation, Quantum Peripherals (Europe) S.A. and Digital 
Equipment Corporation, dated as of July 18, 1994.

2.	Amendment No. 1, dated as of October 3, 1994, to the Stock 
and Asset Purchase Agreement, dated as of July 18, 1994, 
among Quantum Corporation, Quantum Peripherals (Europe) S.A. 
and Digital Equipment Corporation.

3.	Supplemental Agreement to Stock and Asset Purchase 
Agreement, dated as of October 3, 1994, between Quantum 
Corporation, Quantum Peripherals (Europe) S.A. and Digital 
Equipment Corporation.

4.	RMMI Stock Purchase Agreement, dated as of July 18, 1994 
among Quantum Corporation, Digital Equipment Corporation and 
Rocky Mountain Magnetics, Inc.

5.	Patent Assignment and License Agreement, dated as of October 
3, 1994, by and between Digital Equipment Corporation and 
Quantum Corporation.

6.	Press Release, dated July 18, 1994.

7.	Press Release, dated October 3, 1994.


 SIGNATURES 


	Pursuant to the requirements of the Securities Exchange Act 
of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned hereunto duly authorized.

						QUANTUM CORPORATION



Dated:  October 17, 1994
By:/s/	JOSEPH T. RODGERS
							Executive VP Finance,
							Chief Financial Officer
							and Secretary



INDEX TO EXHIBITS

Page No.

1.	Stock and Asset Purchase Agreement by and among Quantum 
	Corporation, Quantum Peripherals (Europe) S.A. and Digital 
	Equipment Corporation, dated as of July 17, 1994.

2.	Amendment No. 1, dated as of October 3, 1994, to the Stock 
and Asset Purchase Agreement, dated as of July 18, 1994, 
among Quantum Corporation, Quantum Peripherals (Europe) S.A. 
and Digital Equipment Corporation.

3.	Supplemental Agreement to Stock and Asset Purchase 
Agreement, dated as of October 3, 1994, between Quantum 
Corporation, Quantum Peripherals (Europe) S.A. and Digital 
Equipment Corporation.

4.	RMMI Stock Purchase Agreement, dated as of July 18, 1994 
among Quantum Corporation, Digital Equipment Corporation and 
Rocky Mountain Magnetics, Inc.

5.	Patent Assignment and License Agreement, dated as of October 
3, 1994, by and between Digital Equipment Corporation and 
Quantum Corporation.

6.	Press Release, dated July 18, 1994.

7.	Press Release, dated October 3, 1994.

EX-1

STOCK AND ASSET PURCHASE AGREEMENT

dated as of

July 18, 1994

among

DIGITAL EQUIPMENT CORPORATION,

QUANTUM CORPORATION,

and

QUANTUM PERIPHERALS (EUROPE) S.A.


	STOCK AND ASSET PURCHASE AGREEMENT


	STOCK AND ASSET PURCHASE AGREEMENT dated as of July 18, 1994 
between DIGITAL EQUIPMENT CORPORATION, a Massachusetts corporation 
("Seller"), and QUANTUM CORPORATION, a Delaware corporation 
("Buyer"), and QUANTUM PERIPHERALS (EUROPE) S.A., a wholly owned 
subsidiary of Buyer ("Quantum Europe").

	W I T N E S S E T H:

	WHEREAS, Seller conducts a data storage business (the 
"Business," which term does not include Seller's subsystems, 
video server, CD-ROM media business or floppy diskette media 
business but does include the design, manufacture and marketing 
of computer disk drive, tape drive, tape media, solid state 
memory device and magnetic recording head products and optical 
storage devices and technology other than CD-ROM) directly and 
through its subsidiaries Rocky Mountain Magnetics, Inc. ("RMMI") 
and Digital Equipment Storage Products (Malaysia) snd bhd 
("Malaysian Subsidiary") (RMMI and the Malaysian Subsidiary, 
collectively, the "Subsidiaries"); and

	WHEREAS, Buyer and Quantum Europe desire to purchase 
substantially all of the assets of the Business from Seller, and 
Seller desires to sell substantially all of the assets of the 
Business to Buyer and Quantum Europe, upon the terms and subject 
to the conditions hereinafter set forth;

	NOW, THEREFORE, in consideration of the foregoing and the 
representations, warranties, covenants and agreements herein 
contained, the parties hereto agree as follows:


	ARTICLE I.

	DEFINITIONS

	1.01	Definitions.

		(a)	The following terms, as used herein, have the 
following meanings:

			"Accounting Convention" means the accounting 
principles and procedures used to prepare the Financial 
Statements as described in  Exhibit A.

			"Affiliate" means, with respect to any Person, any 
Person directly or indirectly controlling, controlled by, or 
under common control with such other Person.

			"Ancillary Agreements" means the Seller-Buyer 
Lease Agreement, the Seller-Buyer Patent Assignment Agreement, 
the Seller-Buyer Transition and Services Agreement, the Seller-
Buyer Supply Agreement, the Seller-Buyer Software Assignment and 
License Agreement, the Seller-Buyer Trademark Assignment 
Agreement, the RMMI Stock Purchase Agreement, the RMMI Head 
Supply Agreement and the RMMI MR Head Manufacturing and Supply 
Agreements.

			"Closing Date" means the date of the Closing.

			"HSR Act" means the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976, as amended.

			"Intellectual Property" means (i) United States, 
state and foreign trademark rights, service marks, tradenames and 
brand names, including claims for infringement, and registrations 
thereof and applications therefor and goodwill associated with 
the foregoing accruing from the dates of first use thereof; (ii) 
United States and foreign copyrights, copyright registrations and 
copyright applications, including claims for infringement, and 
other rights associated with the foregoing and the underlying 
works of authorship; (iii) United States and foreign patents and 
patent applications, including claims for infringement and all 
international proprietary rights associated therewith; (iv) 
contracts or agreements granting any right, title, license or 
privilege under the intellectual property rights of any third 
party; and (v) inventions, mask works and mask work 
registrations, know-how, discoveries, improvements, designs, 
trade secrets, shop and royalty rights, employee covenants and 
agreements respecting intellectual property and non-competition.  
Intellectual Property includes, without limitation, the items 
listed on Schedule 3.17.

			"Lien" means, with respect to any asset, any 
mortgage, lien, pledge, charge, security interest or other 
similar encumbrance of any kind in respect of such asset.

			"Material Adverse Effect" means a material adverse 
effect on the business, assets, financial condition or results of 
operations of the Business taken as a whole.

			"1934 Act" means the Securities Exchange Act of 
1934, as amended, and the rules and regulations promulgated 
thereunder.

			"Person" means an individual, a corporation, a 
partnership, an association, a trust or other entity or 
organization, including a government or political subdivision or 
an agency or instrumentality thereof.  

			"RMMI Head Supply Agreement" means the RMMI Head 
Supply Agreement between Buyer and RMMI to be entered into 
substantially on the terms set forth on Exhibit B-1.

			"RMMI MR Head Manufacturing and Supply Agreements" 
means the MR Head Manufacturing and Supply Agreements between 
Seller and Buyer to be entered into on the Closing Date 
substantially on the terms set forth on Exhibit B-2.

			"RMMI Stock Purchase Agreement" means the RMMI 
Stock Purchase Agreement between Seller and Buyer to be entered 
into on the date of this Agreement substantially in the form of 
Exhibit C.

			"RMMI Stockholders' Agreement" means the 
Stockholders' Agreement, dated as of August 19, 1992, by and 
among Seller, Storage Technology Corporation ("StorageTek") and 
RMMI.

			"Seller-Buyer Lease" means the Lease between 
Buyer, as lessee, and Seller, as lessor, to be entered into on 
the Closing Date substantially on the terms set forth in Exhibit 
D pursuant to which Seller will agree to lease to Buyer, on the 
terms and conditions specified in such lease, certain space in 
Seller's Colorado Springs, Colorado facility.

			"Seller-Buyer Patent Assignment Agreement" means 
the Patent Assignment Agreement between Seller and Buyer to be 
entered into on the Closing Date substantially in the form of 
Exhibit E pursuant to which Seller will agree to assign to Buyer 
certain patents owned by Seller and to license to Buyer certain 
Intellectual Property owned by Seller and further pursuant to 
which Buyer will agree to license back to Seller certain patents 
assigned to Buyer.

			"Seller-Buyer Software Assignment and License 
Agreement" means the Software Assignment and License Agreement 
between Seller and Buyer to be entered into on the Closing Date 
substantially in the form of Exhibit F pursuant to which Seller 
will license certain software to Buyer.

			"Seller-Buyer Supply Agreement" means the Supply 
Agreement between Seller and Buyer to be entered into on the 
Closing Date substantially in the form of Exhibit G pursuant to 
which Buyer will agree to supply certain products to Seller on 
the terms and conditions specified in such agreement.

			"Seller-Buyer Trademark Assignment Agreement" 
means the Trademark Assignment Agreement between Seller and Buyer 
to be entered into on the Closing Date substantially in the form 
of Exhibit M pursuant to which Seller will agree to assign to 
Buyer all of the trademarks relating solely to the Business.

			"Seller-Buyer Transition and  Services Agreement" 
means the Transition and Services Agreement between Seller and 
Buyer to be entered into on the Closing Date substantially in the 
form of Exhibit H pursuant to which Seller will agree to supply 
certain services and assign or license certain assets to Buyer 
after the Closing Date on the terms and conditions specified in 
such agreement.

			"Shrewsbury Facility" means the land and buildings 
located at 333 South Street in Shrewsbury, Massachusetts known to 
Seller as "Shrewsbury #1 and #2" and more fully described in 
Schedule 3.08(a), which land and buildings are currently owned by 
Seller and are to be transferred to Buyer pursuant to this 
Agreement.

			"Statement of Net Assets" means an unaudited 
statement aggregating inventories, property, plant and equipment, 
warranty reserves and domestic vacation accrual as of July 2, 
1994, presented in accordance with the Accounting Convention and 
found in Schedule 3.06(a).

			"Statement of Net Assets Date" means July 2, 1994.

		(b)	Each of the following terms is defined in the 
Section set forth opposite such term.

			Term							Section

		Accounting Referee				2.08
		Acquisition Proposal			5.03
		Allocation Statement			2.06
		Apportioned Obligation			8.05
		Assumed Liabilities				2.03
		Buyer's Accountants				2.08
		Buyer 401(k) Plan				9.03
		Buyer Health Care Plan			9.08
		Buyer Indemnitee				8.01
		Buyer Non-Compliance Certificate		10.03
		Buyer Savings Plan				9.03
		Capital Expenditure Plan			5.08
		Cause						9.01
		CERCLA						3.20
		Closing						2.07
		Closing Statement				2.08
		Closing Inventory Reference Value		2.08
		Closing Property, Plant and 
		   Equipment Reference Value		2.08
		Code							8.01
		Confidential Information			5.07
		Consent						3.05
		Contracts						2.01
		Conveyance Documents			2.07
		Court Order					3.20
		Digital Tradename				6.02
		Effective Date				9.01
		Effective Time				2.08
		Environmental Laws				3.20
		Environmental Liabilities			3.20
		ERISA					9.05
		Estimated Closing Statement		2.08
		Event of Loss				11.02
		Excluded Assets				2.02
		Excluded Liabilities				2.04
		Final Net Worth				2.08
		Financial Statements				3.06
		Governmental Permits			3.20
		Hazardous Substance			3.20
		Hazardous Substance Activities		3.20
		Hired Employees				9.01
		Indemnified Party				11.03
		Indemnifying Party				11.03
		Indonesian Subsidiary			5.11
		Inventory Reference Value			2.08
		JAMS						13.09
		Leave Expiration Date			9.01
		Loss						11.02
		Malaysian Subsidiary			Recitals
		Material Loss				11.02
		Minimum Net Worth			2.08
		Note						2.06
		Permit					3.14
		Permitted Lien				3.08
		Plan Eligibility Date				9.02
		Plans						9.05
		Post-Closing Tax Period			8.01
		Pre-Closing Tax Period			8.01
		Price Allocation				8.04
		Property, Plant and Equipment
		   Reference Value				2.08
		Purchased Assets				2.01
		Purchase Price				2.06
		Release					3.20
		Remedial Action				3.20
		Returns					8.03
		RMMI Shares 				2.01
		SAVE Plan					9.03
		Section 338(h)(10) Election 		8.04
		Seller's Accountants				2.08
		Seller Group					8.01
		Seller Non-Compliance Certificate		10.02
		Seller Pension Plan				9.02
		Seller Transferred Employee		9.01
		Shares					2.01
		StorageTek					1.01
		Subsidiary					Recitals
		Subsidiary Employee			9.05
		Subsidiary Securities				3.21
		Target Inventory Reference Value		2.08
		Target Property, Plant and
		   Equipment Reference Value		2.08
		Tax						8.01
		Tax Asset					8.01

		Tax Indemnification Period			8.01
		Taxing Authority				8.01
		Tax Loss					8.06
		Transfer					9.03
		Transferred Employee			9.01
		Warranty Reserve				3.06


	ARTICLE II.

	PURCHASE AND SALE

	2.01	Purchase and Sale.

		(a)	Upon the terms and subject to the conditions of 
this Agreement, Buyer agrees to purchase from Seller and Seller 
agrees to, or to cause its Affiliates to, sell, transfer, assign 
and deliver, or cause to be sold, transferred, assigned and 
delivered, to Buyer at Closing, free and clear of all Liens other 
than Permitted Liens all of the assets, properties and business, 
other than the Excluded Assets, of every kind and description, 
wherever located, real, personal or mixed, tangible or 
intangible, owned, held or used solely in the conduct of the 
Business by Seller as the same shall exist on the Closing Date, 
including all assets shown on the Statement of Net Assets and not 
disposed of in the ordinary course of business, and all assets of 
the Business thereafter acquired by Seller (the "Purchased 
Assets"), and including, without limitation, all right, title and 
interest of Seller in and to: 

			(i)	all shares (the "Shares") of capital stock of 
the Malaysian Subsidiary owned by Seller or its Affiliates and, 
subject to Section 2.01(b), an 81% equity interest in RMMI (the 
"RMMI Shares") conveyed to Buyer pursuant to the RMMI Stock 
Purchase Agreement;

			(ii)	the Shrewsbury Facility, together with all 
fixtures and improvements thereto, and the assets located in, or 
attributable to the operations of the Business in, Batam, 
Indonesia;

			(iii)	all personal property and interests 
therein, including machinery, equipment, furniture, office 
equipment, communications equipment, vehicles, storage tanks, 
spare and replacement parts, fuel and other tangible property 
used solely in the Business, including without limitation the 
items listed on Schedule 3.08(b), being a list of all items of 
personal property owned, leased or subleased by the Business 
having an original acquisition cost of $1,000 or more; 

			(iv)	all raw materials, work-in-process, finished 
goods, supplies and other inventories of the Business; 

			(v)	all rights under all contracts, agreements, 
leases, licenses of Intellectual Property to Seller by third 
parties, commitments, sales and purchase orders and other 
instruments to the extent related to the Business including 
without limitation the items listed on Schedule 3.13 
(collectively, the "Contracts") (provided that, in the event that 
the RMMI Shares are Excluded Assets, then any contracts between 
Seller, StorageTek and RMMI shall also be Excluded Assets);

			(vi)	all prepaid expenses to the extent relating 
to the operation of the Business, including but not limited to ad 
valorem taxes, leases and rentals;

			(vii)	all of Seller's rights, claims, credits, 
causes of action or rights of set-off against third parties 
relating to the Purchased Assets, including, without limitation, 
to the extent assignable unliquidated rights under manufacturers' 
and vendors warranties; 

			(viii)	all Intellectual Property owned or 
assignable by Seller and used solely in the Business, including 
without limitation the items listed on Schedule 3.17 that are not 
specifically identified thereon as Excluded Assets;

			(ix)	all transferable licenses, permits or other 
governmental authorizations relating solely to the Business, 
including without limitation the items listed on Schedule 3.14;

			(x)	originals or copies of all books, records, 
files and papers, whether in hard copy or computer format, used 
in the Business, including, without limitation, product 
engineering information, sales and promotional literature, 
manuals and data, sales and purchase correspondence, lists of 
present and former suppliers, lists of present and former 
customers, personnel and employment records, and any information 
relating to Taxes imposed on the Purchased Assets, provided in 
each case that any information contained in such materials which 
does not relate to the Business may be deleted by Seller before 
such materials are delivered to Buyer;

			(xi)	all computer software programs and data owned 
or assignable by Seller used solely in the Business; and

			(xii)	all goodwill associated with the 
Business or the Purchased Assets, together with the right to 
represent to third parties that Buyer is the successor to the 
Business. 

		(b)	In the event that StorageTek shall exercise its 
right of first refusal pursuant to Section 2.2 of the RMMI 
Stockholders' Agreement and purchase the RMMI Shares pursuant to 
such right of first refusal on the terms set forth in the RMMI 
Stock Purchase Agreement, then the RMMI Shares shall not be 
Shares and shall be Excluded Assets, and all of the assets of 
RMMI shall be Excluded Assets and all of the liabilities of RMMI 
shall be Excluded Liabilities and the RMMI Shares shall not be 
purchased by Buyer pursuant to the RMMI Stock Purchase Agreement.

	2.02	Excluded Assets.  Buyer expressly understands and 
agrees that the following assets and properties of Seller (the 
"Excluded Assets") shall be excluded from the Purchased Assets:

			(i)	all of Seller's cash and cash equivalents on 
hand and in banks, except for cash and cash equivalents held by 
Subsidiaries;

			(ii)	all accounts, notes and other receivables of 
or relating to the Business, except for accounts, notes and other 
receivables held by Subsidiaries;

			(iii)	all Intellectual Property licensed (but 
not assigned) to Buyer pursuant to the terms of the Seller-Buyer 
Patent Assignment Agreement;

			(iv)	all software licensed (but not assigned) to 
Buyer under the Seller-Buyer Software Assignment and License 
Agreement;

			(v)	the Colorado Springs, Colorado real estate 
that is the subject of the Seller-Buyer Lease;

			(vi)	the land and buildings located at 333 South 
Street in Shrewsbury, Massachusetts known to Seller as Shrewsbury 
#3;

			(vii)	any assets sold or otherwise disposed of 
in the ordinary course of the operation of the Business and not 
in violation of any provisions of this Agreement during the 
period from the date hereof until the Closing Date; 

			(viii)	any Federal, state and local income and 
franchise tax credits, prepaid taxes and tax refund claims; and

			(ix)	any assets or Contracts relating to the 
purchase by Seller of assembled disk drives and parts, components 
and spares acquired in connection therewith.

	2.03	Assumption of Liabilities.  Upon the terms and subject 
to the conditions of this Agreement, Buyer agrees, effective at 
the time of Closing, to assume, to the extent indicated below, 
the following, and only the following, specific debts, 
obligations, contracts and liabilities of Seller arising out of 
the conduct of the Business (the "Assumed Liabilities"):

			(i)	all liabilities and obligations of Seller 
arising from and after the Closing Date under the Contracts 
(other than liabilities or obligations that constitute accounts 
payable of the Seller on the Closing Date or that are 
attributable to any failure by Seller to comply with the terms of 
the Contracts and other than liabilities relating to the purchase 
by Seller of electronic data storage devices from other 
manufacturers);

			(ii)	fifty percent (50%) of the liabilities and 
obligations of Seller arising under any warranties granted by 
Seller to customers in connection with the sale of goods or 
services by the Business shipped before the Closing, but only as 
and to the extent such liabilities are applicable to 3-inch 
drives, provided that the aggregate liability for warranties 
assumed by Buyer under this clause (ii) shall not exceed 
$10,000,000 (as determined by Buyer's fully burdened average cost 
of repair for each particular product);

			(iii)	all liabilities allocated to Buyer under 
Articles VIII and IX; and

			(iv)	the liabilities attributable to the 
operations of the Business in Batam, Indonesia in the ordinary 
course of business.

	2.04	Excluded Liabilities.  Notwithstanding any provision in 
this Agreement to the contrary, Buyer is assuming only the 
Assumed Liabilities and is not assuming any other debt, 
obligation, contract or liability of Seller of whatever nature 
whether currently existing or arising hereafter.  All such other 
debts, obligations, contracts and liabilities shall be retained 
by and remain debts, obligations, contracts and liabilities of 
Seller (all such debts, obligations, contracts and liabilities 
not being assumed, the "Excluded Liabilities").  Without limiting 
the foregoing, each of the following shall be Excluded 
Liabilities for purposes of this Agreement:

			(i)	any debt, obligation, contract or liability 
for Taxes arising from or with respect to the Purchased Assets, 
the transactions contemplated hereby or the conduct of the 
Business that is incurred in or attributable to a Pre-Closing Tax 
Period (except to the extent set forth in Section 8.05(d));

			(ii)	subject to Sections 2.03(iii), 9.01(b)(ii) 
and 9.04(d), any debt, obligation, contract or liability relating 
to employee benefits or compensation arrangements existing on or 
prior to the Closing Date, including, without limitation, any 
liabilities or obligations under any of Seller's employee plans 
or programs or Plans listed on Schedule 9.05(a);

			(iii)	any debt, obligation, contract or 
liability relating to an Excluded Asset;

			(iv)	all debts, obligations, contracts or 
liabilities, other than for Taxes to the extent set forth in 
Section 8.05(d), incurred by Seller in connection with this 
Agreement and the transactions contemplated herein;

			(v)	any and all Environmental Liabilities that 
arise from or relate to the emission, discharge, Release or 
disposal of Hazardous Substances into the environment (including 
workplaces) or Hazardous Substance Activities, whether by Seller 
or others, in each case prior to the Closing, including without 
limitation all penalties, fines (civil or criminal), and all 
third party liability related thereto;

			(vi)	any and all liabilities arising under 
warranties for products shipped on or before the Closing Date to 
the extent that the aggregate liability for warranties for such 
products assumed by Buyer pursuant to Section 2.03(ii) exceeds 
$10,000,000; 

			(vii)	any and all accounts payable, notes and 
other payables existing on the Closing Date, except for accounts 
payable, notes and other payables of Subsidiaries to third 
parties; and

			(viii)	any and all liabilities arising pursuant 
to agreements or understandings with distributors and relating to 
products shipped on or before the Closing Date (such as price 
protection, meeting the competition or stock rotation 
arrangements).

	2.05	Assignment of Contracts and Rights.  Anything in this 
Agreement to the contrary notwithstanding, this Agreement shall 
not constitute an agreement to assign any Purchased Asset or any 
claim or right or any benefit arising thereunder or resulting 
therefrom if an attempted assignment thereof, without consent of 
a third party thereto, would constitute a breach or other 
contravention thereof or would in any way adversely affect the 
rights of Buyer or Seller thereunder.  Seller and Buyer will use 
their best efforts (but without any payment of money by Seller or 
Buyer) to obtain the consent of the other parties to any such 
Purchased Asset or claim or right or any benefit arising 
thereunder for the assignment thereof to Buyer as Buyer may 
request.  If such consent is not obtained, or if an attempted 
assignment thereof would be ineffective or would adversely affect 
the rights of Seller thereunder so that Buyer would not in fact 
receive all such rights, Seller and Buyer will cooperate in a 
mutually agreeable arrangement under which Buyer would obtain the 
benefits and assume the obligations thereunder in accordance with 
this Agreement, including subcontracting, sub-licensing, or sub-
leasing to Buyer, or under which Seller would enforce for the 
benefit of Buyer, with Buyer assuming Seller's obligations, any 
and all rights of Seller against a third party thereto.  Seller 
will promptly pay to Buyer when received all monies received by 
Seller under any Purchased Asset or any claim or right or any 
benefit arising thereunder, except to the extent the same 
represents an Excluded Asset.  In such event, Seller and Buyer 
shall, to the extent the benefits therefrom and obligations 
thereunder have not been provided by alternate arrangements 
satisfactory to Buyer and Seller, negotiate in good faith an 
adjustment in the consideration paid by Buyer for the Purchased 
Assets, to the extent not otherwise adjusted pursuant to Section 
2.08.

	2.06	Purchase Price; Allocation of Purchase Price.

		(a)	The purchase price for the Purchased Assets, the 
rights under the Ancillary Agreements and the covenant not to 
compete contained in Section 5.06 is $330,000,000 in cash plus a 
note (the "Note") in the amount of $70,000,000 having the 
principal terms set forth in Exhibit I, plus the assumption of 
the Assumed Liabilities (the "Purchase Price"); provided that 
$100,000,000 of the cash portion of the Purchase Price 
attributable to the RMMI Shares shall be paid pursuant to the 
RMMI Stock Purchase Agreement; and, provided further, that in the 
event that StorageTek shall exercise its right of first refusal 
pursuant to Section 2.2 of the RMMI Stockholders' Agreement, then 
the cash portion of the Purchase Price shall be $230,000,000 and 
the total Purchase Price shall be $300,000,000.  The Purchase 
Price shall be paid as provided in Section 2.07.

		(b)	As soon as practicable after the Closing, Buyer 
shall deliver to Seller a statement (the "Allocation Statement"), 
setting forth the valuation of the Purchased Assets, the rights 
under the Ancillary Agreements and the covenant not to compete 
contained in Section 5.06, for the purposes of allocation of the 
Purchase Price among the Purchased Assets, the rights under the 
Ancillary Agreements and the covenant not to compete.

		(c)	Seller and Buyer agree to report an allocation of 
the Purchase Price among the Purchased Assets, rights under the 
Ancillary Agreements and the covenant not to compete contained in 
Section 5.06 in a manner entirely consistent with the Allocation 
Statement, and agree to act in accordance with such Allocation 
Statement in the preparation of financial statements and filing 
of all tax returns (including, without limitation, filing Form 
8594 with its Federal income tax return for the taxable year that 
includes the date of the Closing) and in the course of any tax 
audit, tax review or tax litigation relating hereto.

		(d)	Each party shall deliver to the other party a copy 
of its Form 8594 relating to this transaction no later than 10 
days prior to the filing thereof.

	2.07	Closing.  The closing (the "Closing") of the purchase 
and sale of the Purchased Assets and the assumption of the 
Assumed Liabilities hereunder shall take place at the offices of 
Testa, Hurwitz & Thibeault in Boston, Massachusetts on October 1, 
1994 or, if the conditions set forth in Article X have not been 
satisfied on or before such date, on the last day of the first 
fiscal month of the Seller ending at least 10 business days after 
satisfaction of the conditions set forth in Article X, or at such 
other time or place as Buyer and Seller may agree.  At the 
Closing:

		(a)	Buyer shall deliver to Seller the cash portion of 
the Purchase Price, less the Deposit (as defined in the RMMI 
Stock Purchase Agreement), in immediately available funds by wire 
transfer to an account of Seller with a bank in Boston, 
Massachusetts designated by Seller by notice to Buyer no later 
than two business days prior to the Closing Date. 

		(b)	Buyer shall deliver to Seller the Note.

		(c)	Seller shall deliver to Buyer certificates for the 
Shares, duly endorsed or accompanied by stock powers duly 
endorsed in blank, with any required transfer stamps affixed 
thereto, provided that the equity interest in RMMI shall be 
conveyed only to the extent provided in the RMMI Stock Purchase 
Agreement.

		(d)	Seller and Buyer shall enter into an Assignment 
and Assumption Agreement substantially in the form attached 
hereto as Exhibit J, and Seller shall deliver to Buyer such 
deeds, bills of sale, endorsements, consents, assignments and 
other good and sufficient instruments of conveyance and 
assignment (the "Conveyance Documents") as the parties and their 
respective counsel shall deem reasonably necessary or appropriate 
to vest in Buyer all right, title and interest in, to and under 
the Purchased Assets.

		(e)	Seller and Buyer shall enter into the Ancillary 
Agreements.

	2.08	Purchase Price Adjustment.

		(a)	General.  As an adjustment to the Purchase Price, 
Seller agrees to pay Buyer the amount, if any, by which the 
Target Property, Plant and Equipment Reference Value exceeds the 
Closing Property, Plant and Equipment Reference Value and the 
amount, if any, by which the Target Inventory Reference Value 
exceeds the Closing Inventory Reference Value. 

		(b)	Definitions.  The following terms, as used herein, 
have the following meanings:

		"Accounting Referee" means a nationally recognized 
accounting firm, other than Coopers & Lybrand and Buyer's 
accountants, selected by Buyer and Seller pursuant to Section 
2.08(e).

		"Closing Statement" means a statement of inventories 
and property, plant and equipment, presented in accordance with 
the Accounting Convention, as of the Closing Date.

		"Closing Inventory Reference Value" means the Inventory 
Reference Value (i) as shown in Seller's calculation delivered 
pursuant to Section 2.08(c) if no notice of disagreement with 
respect thereto is delivered by Buyer pursuant to Section 2.08(d) 
or (ii) if such a notice of disagreement is delivered, (A) as 
agreed by the parties pursuant to Section 2.08(e) or (B) in the 
absence of such agreement, as shown in Accounting Referee's 
calculation delivered pursuant to Section 2.08(e); provided that 
Closing Inventory Reference Value shall not in any event be more 
than Seller's calculation of the Inventory Reference Value 
delivered pursuant to Section 2.08(c) nor less than Buyer's 
calculation of the Inventory Reference Value delivered pursuant 
to Section 2.08(d).

		"Closing Property, Plant and Equipment Reference Value" 
means Property, Plant and Equipment Reference Value (i) as shown 
in Seller's calculation delivered pursuant to Section 2.08(c) if 
no notice of disagreement with respect thereto is delivered by 
Buyer pursuant to Section 2.08(d) or (ii) if such a notice of 
disagreement is delivered, (A) as agreed by the parties pursuant 
to Section 2.08(e) or (B) in the absence of such agreement, as 
shown in Accounting Referee's calculation delivered pursuant to 
Section 2.08(e); provided that Property, Plant and Equipment 
Closing Reference Value shall not in any event be more than 
Seller's calculation of Property, Plant and Equipment Reference 
Value delivered pursuant to Section 2.08(c) nor less than Buyer's 
calculation of Property, Plant and Equipment Reference Value 
delivered pursuant to Section 2.08(d).

		"Inventory Reference Value" means the value of the 
inventory constituting Purchased Assets as set forth on the 
Closing Statement (in the event that the RMMI Shares are 
Purchased Assets, including 100% of the value of the inventory of 
RMMI).

		"Property, Plant and Equipment Reference Value" means 
the value of the property, plant and equipment constituting 
Purchased Assets as set forth on the Closing Statement (in the 
event that the RMMI Shares are Purchased Assets, including 100% 
of the value of the property, plant and equipment of RMMI).

		"Target Inventory Reference Value" means $115,000,000 
($114,000,000 in the event that the RMMI Shares are Excluded 
Assets).

		"Target Property, Plant and Equipment Reference Value" 
means $155,000,000 ($133,400,000 in the event that the RMMI 
Shares are Excluded Assets).

		(c)	Preparation of Closing Statement.  As promptly as 
practicable after the Closing Date, Seller will cause the Closing 
Statement to be prepared, will cause Coopers & Lybrand to attest 
that the Closing Statement is appropriately presented in 
compliance with the Accounting Convention and will prepare a 
certificate based on such Closing Statement setting forth its 
calculation of the Inventory Reference Value and the Property, 
Plant and Equipment Reference Value.  As promptly as practicable, 
but no later than 60 days, after the Closing Date, Seller will 
cause the Closing Statement, together with its certificate and 
the attestation of Coopers & Lybrand thereon, to be delivered to 
Buyer.  Buyer's accountants shall have the opportunity to observe 
the taking of the physical count of the inventory and of the 
property, plant and equipment in connection with the preparation 
of the Closing Statement.

		(d)	Disagreement by Buyer.  If Buyer disagrees with 
Seller's calculation of the Inventory Reference Value and the 
Property, Plant and Equipment Reference Value, Buyer may, within 
20 days after delivery of the documents referred to in Section 
2.08(c), deliver a notice to Seller disagreeing with such 
calculation and setting forth Buyer's calculation of such amount.  
Any such amount of disagreement shall specify those items or 
amounts as to which Buyer disagrees, and Buyer shall be deemed to 
have agreed with all other items and amounts contained in the 
Closing Statement and the calculation of the Inventory Reference 
Value and the Property, Plant and Equipment Reference Value 
delivered by Seller pursuant to Section 2.08(c).

		(e)	Dispute Resolution.  If a notice of disagreement 
shall have been  delivered by Buyer pursuant to Section 2.08(d), 
the parties shall, during the 20 days following such delivery, 
use their best efforts to reach agreement on the disputed items 
or amounts in order to determine the amount of the Inventory 
Reference Value and the Property, Plant and Equipment Reference 
Value, which amount shall not be more than the amount shown in 
Seller's calculation thereof delivered pursuant to Section 
2.08(c) nor less than the amount shown in Buyer's calculation 
thereof delivered pursuant to Section 2.08(d).  If, during such 
period, the parties are unable to reach agreement, they shall 
promptly thereafter select the Accounting Referee and cause the 
Accounting Referee promptly to review this Agreement and the 
disputed items or amounts for the purpose of calculating the 
Inventory Reference Value and the Property, Plant and Equipment 
Reference Value.  In making such calculation, the Accounting 
Referee shall consider only those items or amounts in the Closing 
Statement or Seller's calculation of the Closing Inventory 
Reference Value and the Closing Property, Plant and Equipment 
Reference Value as to which Buyer has disagreed.  The Accounting 
Referee shall deliver to Seller and Buyer, as promptly as 
practicable, a report setting forth such calculation.  Such 
report shall be final and binding upon the parties hereto.  The 
cost of such review and report shall be borne (i) by Seller if 
Buyer's calculation of the Inventory Reference Value and the 
Property, Plant and Equipment Reference Value is closer to the 
Closing Inventory Reference Value and the Closing Property, Plant 
and Equipment Reference Value than Seller's calculation thereof, 
(ii) by Buyer if the reverse is true and (iii) otherwise equally 
by Seller and Buyer.

		(f)	Cooperation.  The parties hereto agree that they 
will, and agree to cause their respective independent accountants 
to, cooperate and assist in the preparation of the Closing 
Statement and the calculation of the Inventory Reference Value 
and the Property, Plant and Equipment Reference Value and in the 
conduct of the audits and reviews referred to in this Section 
2.08, including without limitation the making available to the 
extent necessary of books, records, work papers and personnel.

		(g)	Time of Payment.  Any payment pursuant to this 
Section 2.08 shall be made at a mutually convenient time and 
place (i) within 30 days after Seller's delivery of the documents 
referred to in Section 2.08(c) if no notice of disagreement with 
respect to the Inventory Reference Value and the Property, Plant 
and Equipment Reference Value is delivered by Buyer or (ii) if a 
notice of disagreement with respect to the Inventory Reference 
Value and the Property, Plant and Equipment Reference Value is so 
delivered then within 10 days after the earlier of (A) agreement 
between the parties pursuant to Section 2.08(e) with respect to 
the Inventory Reference Value and the Property, Plant and 
Equipment Reference Value and (B) delivery of the calculation of 
the Inventory Reference Value and the Property, Plant and 
Equipment Reference Value by the Accounting Referee pursuant to 
Section 2.08(e).

		(h)	Method of Payment.  Any payments pursuant to this 
Section 2.08 shall be made by delivery by Seller of a certified 
or official bank check payable in immediately available funds to 
Buyer or by causing such payments to be credited to such account 
of Buyer designated by Buyer.  The amount of any payment to be 
made pursuant to this Section 2.08 shall bear interest from and 
including the Closing Date to but excluding the date of payment 
at a rate per annum equal to the rate publicly announced from 
time to time by Morgan Guaranty Trust Company of New York as its 
Base Rate in New York City in effect from time to time during the 
period from the Closing Date to the date of payment.  Such 
interest shall be payable at the same time as the payment to 
which it relates and shall be calculated daily on the basis of a 
year of 365 days and the actual number of days for which interest 
is due.

	2.09	Organization of Buyer.  At least ten (10) business days 
before the Closing, Buyer shall designate the identity of each of 
its Affiliates, including Quantum Europe, that is to acquire 
specific stock or assets or to assume liabilities on the Closing 
Date.  Seller shall cooperate with Buyer in assigning assets or 
liabilities in whatever manner Buyer may determine is most 
appropriate for the continuing conduct of the business.  Buyer 
shall reimburse Seller for any out-of-pocket incremental cost 
incurred by Seller as a result of any designation of a purchaser 
other than Buyer or any United States subsidiaries of Buyer, 
provided that any retention of outside counsel or accountants by 
Seller shall be approved by Buyer in advance.


	ARTICLE III.

	REPRESENTATIONS AND WARRANTIES OF SELLER

	Seller hereby represents and warrants to Buyer that:

	3.01	Corporate Existence and Power.  Each of Seller, RMMI 
and the Malaysian Subsidiary is a corporation duly incorporated, 
validly existing and in good standing under the laws of its 
jurisdiction of incorporation, and has all corporate powers and 
all material governmental licenses, authorizations, consents and 
approvals required to carry on its business as now conducted.  
Each of Seller, RMMI and the Malaysian Subsidiary is duly 
qualified to do business as a foreign corporation and is in good 
standing in each jurisdiction where the character of the property 
owned or leased by it or the nature of its activities make such 
qualification necessary, except for those jurisdictions where 
failure to be so qualified or be in good standing would not, 
individually or in the aggregate, have a Material Adverse Effect.  
Seller has heretofore delivered to Buyer true and complete copies 
of the articles of organization and by-laws (or equivalent 
organizational documents) of each of Seller, RMMI and the 
Malaysian Subsidiary as currently in effect.

	3.02	Corporate Authorization.  The execution, delivery and 
performance by Seller of this Agreement and each of the Ancillary 
Agreements, and the consummation by Seller of the transactions 
contemplated hereby and thereby are within Seller's corporate 
powers and have been duly authorized by all necessary corporate 
action on the part of Seller.  This Agreement and each of the 
Ancillary Agreements constitute, or upon execution and delivery 
will constitute, valid and binding agreements of Seller. 

	3.03	Governmental Authorization.  The execution, delivery 
and performance by Seller of this Agreement and each of the 
Ancillary Agreements does not require any action by or in respect 
of, or filing with, any governmental body, agency, official or 
authority other than any such action or filing the failure to 
obtain or complete which would not have, individually or in the 
aggregate, a Material Adverse Effect and other than (x) 
compliance with any applicable requirements of the HSR Act and 
(y) compliance with any governmental requirements regarding the 
transfer of the stock of the Malaysian Subsidiary.

	3.04	Non-Contravention.  The execution, delivery and 
performance by Seller of this Agreement and each of the Ancillary 
Agreements do not and will not (i) contravene or conflict with 
the articles of organization or by-laws of Seller and the 
Subsidiaries, (ii) assuming compliance with the matters referred 
to in Section 3.03, contravene or conflict with or constitute a 
material violation of any provision of any law, regulation, 
judgment, injunction, order or decree binding upon or applicable 
to Seller, the Subsidiaries or the Business, (iii) assuming the  
receipt of all Consents, constitute a material default under or 
give rise to any right of termination, cancellation or 
acceleration of any material right or obligation relating to the 
Business or to a loss of any material benefit relating to the 
Business to which Seller or the Subsidiaries is entitled under 
any provision of any material agreement, contract or other 
instrument binding upon Seller or the Subsidiaries or by which 
any of the purchased Assets is or may be bound or any Permit, or 
(iv) result in the creation or imposition of any Lien on any 
Purchased Asset, other than Permitted Liens.

	3.05	Consents.  Schedule 3.05 sets forth each agreement, 
contract and other instrument binding upon Seller or any 
Subsidiary and each Permit requiring a consent as a result of the 
execution, delivery and performance of this Agreement or any of 
the Ancillary Agreements, or the consummation of the transactions 
contemplated hereby and thereby (each such consent, a "Consent").

	3.06	Financial Statements; Reserves.

		(a)	The Statement of Net Assets and the unaudited 
consolidated statement of operations for the Business for the 
fiscal year ended July 2, 1994, and the unaudited balance sheets 
and statements of operations for the Subsidiaries and the Batam, 
Indonesia operations of the Business (on a pro forma basis) as of 
such date and for such period, Indonesia attached hereto as 
Schedule 3.06(a) (the "Financial Statements") of the Business 
report, on a basis consistent with the accounting policies and 
procedures described in the Accounting Convention, the financial 
position of the Business as of the date thereof and its results 
of operations for the period then ended.

		(b)	The projections for the four fiscal quarters in 
fiscal year 1995 attached hereto as Schedule 3.06(b) were 
prepared in good faith in a manner consistent with Seller's past 
practices, and no member of Seller's senior management with 
responsibility for the Business believes that such projections 
are materially incorrect or overstated, it being understood that 
projections of this nature are not guarantees of future 
performance.

		(c)	Seller has established a reserve on the Statement 
of Net Assets for liabilities arising under warranties for 3- 
inch drives in the amount of $16,000,000 (the "Warranty 
Reserve").  The Warranty Reserve has been calculated consistent 
with past practice and in accordance with the Accounting 
Convention, and Seller has no reason to believe that such 
Warranty Reserve is inaccurate or understates such liabilities as 
of the Statement of Net Assets Date.

	3.07	Absence of Certain Changes.  Except as disclosed in 
Schedule 3.07, since the Statement of Net Assets Date, Seller has 
conducted the Business in the ordinary course consistent with 
past practices, and there has not been:

		(a)	any creation or other incurrence of any Lien 
(other than Permitted Liens) on any Purchased Asset other than in 
the ordinary course of business consistent with past practices;

		(b)	any damage, destruction or other casualty loss 
whether covered by insurance or not, affecting the Business or 
any Purchased Asset that, individually or in the aggregate, has 
had a Material Adverse Effect;

		(c)	any transaction, contract, agreement or other 
instrument entered into, or commitment made, by Seller or any 
Subsidiary relating to the Business or any Purchased Asset 
(including the acquisition or disposition of any assets) or any 
relinquishment by Seller or any Subsidiary of any material 
contract or other right, or the waiver of material rights 
thereunder, other than transactions and commitments in the 
ordinary course of business consistent with past practices and 
those contemplated by this Agreement;

		(d)	any change in any method of accounting or 
accounting practice by Seller or any Subsidiary with respect to 
the Business except for any such change after the date hereof 
required by reason of a concurrent change in generally accepted 
accounting principles;

		(e)	any (i) entering into of any employment, deferred 
compensation, severance or other similar agreement (or any 
amendment to any such existing agreement) with any employee of 
the Business, (ii) increase in benefits payable to any employee 
of the Business under any existing severance or termination pay 
policies or employment agreements, or (iii) increase in 
compensation, bonus or other benefits payable to any employee of 
the Business, other than in the ordinary course of business 
consistent with past practice;

		(f)	any labor dispute, other than routine individual 
grievances, or any activity or proceeding by a labor union or 
representative thereof to organize any employees of the Business, 
or any lockouts, strikes, slowdowns, work stoppages or threats 
thereof by or with respect to such employees;

		(g)	any material capital expenditure, or commitment 
for a capital expenditure, for additions or improvements to 
property, plant and equipment of the Business, except pursuant to 
the Capital Expenditure Plan;

		(h)	any material sale, lease, license, pledge or other 
transfer or disposition of any of the Purchased Assets, except 
for the sale of inventory items in the ordinary course of 
business consistent with past practice;

		(i)	any indebtedness for borrowed money incurred, 
assumed or guaranteed by any Subsidiary;

		(j)	any declaration, setting aside, or payment of any 
dividend or any other distribution in respect of any of the 
Subsidiary's capital stock or any redemption, purchase or other 
acquisition by Seller or any Subsidiary of any capital stock of 
any Subsidiary, or any security relating thereto;

		(k)	any loan or advance (other than advances in the 
ordinary course of business for travel and entertainment in 
accordance with past practice) to any officer, director, or 
employee of the Business; or

		(l)	any other event or condition not in the ordinary 
course of the Business. 

	3.08	Properties.

		(a)	Schedule 3.08(a) describes all real property 
owned, leased or subleased by Seller or an Subsidiary and used in 
the Business, other than the real property included in the 
Excluded Assets.

		(b)	Schedule 3.08(b) describes all material personal 
property owned, leased or subleased by Seller or any Subsidiary 
that had an acquisition cost of $1,000 or more and that is 
included in the Purchased Assets, including but not limited to 
machinery, equipment, furniture, vehicles, storage tanks, spare 
and replacement parts, fuel and other trade fixtures and fixed 
assets, and any Liens thereon, specifying in the case of leases 
or subleases, the name of the lessor or sublessor.

		(c)	(i)	Seller or the Subsidiaries have good and 
marketable title to, or in the case of leased property has valid 
leasehold interests in, all Purchased Assets and other assets 
(whether real, personal, tangible or intangible) reflected on the 
Statement of Net Assets or acquired after the Statement of Net 
Assets Date, except for properties and assets sold since the 
Statement of Net Assets Date in the ordinary course of business 
consistent with past practices.  Assuming the receipt of all 
Consents, none of the Purchased Assets is subject to any 
restriction with respect to the transferability thereof and 
Seller has complete and unrestricted power and right to sell, 
assign, convey and deliver the Purchased Assets to Buyer as 
contemplated hereby.

			(ii)	All leases of real property or personal 
property that are material to the Business are in good standing 
and are valid, binding and enforceable in accordance with their 
respective terms, and there does not exist under any such lease 
of real property or personal property any material default by 
Seller or a Subsidiary or any event that, with notice or lapse of 
time or both, would constitute such a material default.

		(d)	No Purchased Asset is subject to any Lien, except:

			(i)	Liens disclosed in the Statement of Net 
Assets or specifically described on Schedule 3.08(d);

			(ii)	Liens for taxes not yet due or being 
contested in good faith (and for which adequate accruals or 
reserves have been established on the Statement of Net Assets);

			(iii)	Liens described on the surveys or 
excluded under the title insurance policies attached as Schedule 
3.08(d) and Liens identified on Schedule 3.08(d); and

			(iv)	Liens that do not materially detract from the 
value of such Purchased Asset as now used, or materially 
interfere with any present or intended use of such Purchased 
Asset (clauses (i), (ii), (iii) and (iv) are, collectively, 
"Permitted Liens").

		(e)	No violation of any law, regulation or ordinance 
relating to the Business or any Purchased Asset currently exists, 
except for violations that would not reasonably be expected to 
have, individually or in the aggregate, a Material Adverse 
Effect.

	3.09	Sufficiency of Purchased Assets.  Except as 
specifically described in Schedule 3.09, the Purchased Assets, 
together with the rights to be granted to Buyer under the 
Ancillary Agreements, will enable Buyer to carry on the Business 
as it is currently conducted.

	3.10	Condition of Purchased Assets.  The tangible personal 
property included in the Purchased Assets is in good operating 
condition and repair (ordinary wear and tear excepted), and has 
been maintained consistent with the standards generally followed 
in the industry and applicable legal standards.  All buildings 
and other structures owned or used in the conduct of the Business 
are in good condition and repair (ordinary wear and tear 
excepted).



	3.11	Title to Purchased Assets.  Upon consummation of the 
transactions contemplated hereby, Buyer will have acquired good 
and marketable title in and to, or a valid leasehold interest in, 
each of the Purchased Assets, free and clear of all Liens, except 
for Permitted Liens.

	3.12	Litigation; No Undisclosed Liabilities.  Except as 
disclosed on Schedule 3.12, there is no action, suit, 
investigation or proceeding pending against or, to the knowledge 
of Seller, threatened against, affecting or arising from, the 
Business, any Subsidiary or any Purchased Asset before any court 
or arbitrator or any governmental body, agency or official that 
could reasonably be expected to have a Material Adverse Effect or 
that challenges or seeks to prevent, enjoin, alter or materially 
delay the transactions contemplated hereby. Except as and to the 
extent specifically disclosed in the Financial Statements, the 
Business does not have any liabilities, commitments or 
obligations (secured or unsecured, and whether accrued, absolute, 
contingent, direct, indirect or otherwise), other than commercial 
liabilities and obligations incurred since the date of the 
Financial Statements in the ordinary course of business and 
consistent with past practice with only such exceptions as would 
not in the aggregate reasonably be expected to have a Material 
Adverse Effect.

	3.13	Material Contracts.

		(a)	Except for the Contracts disclosed in Schedule 
3.13 or any other schedule to this Agreement, in connection with 
the conduct of the Business, as of the date of this Agreement, 
neither Seller nor any Subsidiary is a party to or subject to:

			(i)	any real property lease, or any other lease 
providing for an annual rental of $25,000 or more;

			(ii)	any open purchase orders or commitments to 
purchase materials, supplies, goods, services, equipment or other 
assets (and the disclosure in Schedule 3.13 shall list each such 
order or commitment by supplier) (provided that Seller shall 
provide Buyer with a complete list of open purchase orders within 
ten days of the date hereof); or any contract, arrangement, 
understanding or supplier/customer relationship pursuant to which 
the Seller and each Subsidiary, taken in the aggregate, purchased 
materials, supplies, goods, services, equipment or other assets 
from any supplier (and the disclosure in Schedule 3.13 shall list 
each such supplier); or any pending nonrecurring engineering 
expense of the Seller related to the Business;

			(iii)	any sales, customer or other similar 
agreement providing for the sale by Seller of materials, 
supplies, goods, services, equipment or other assets;

			(iv)	any partnership, joint venture or other 
similar contract, arrangement or agreement;

			(v)	any contract relating to indebtedness for 
borrowed money or the deferred purchase price of property 
(whether incurred, assumed, guaranteed or secured by an asset), 
except contracts relating to indebtedness incurred in the 
ordinary course of business in an amount not exceeding $50,000;

			(vi)	any material license agreement, franchise 
agreement or agreement in respect of similar rights granted to or 
held by Seller or any Subsidiary;

			(vii)	any agency, dealer, distribution, sales 
representative or other similar agreement;

			(viii)	any agreement, contract or commitment 
that meaningfully limits the freedom of Seller or any Subsidiary 
to compete in the Business or solicit customers or otherwise 
restricts Seller from carrying on the Business anywhere in the 
world or limits the freedom of Seller to own, operate, sell, 
transfer, pledge or otherwise dispose of or encumber any 
Purchased Asset and that would so limit the freedom of the Buyer 
after the Closing Date;

			(ix)	any agreement requiring Seller to assign any 
interest in any Intellectual Property or any other proprietary 
information;

			(x)	any agreement, contract or commitment which 
is or relates to an agreement with or for the benefit of any 
Affiliate of Seller or any Subsidiary; or 

			(xi)	any other Agreement, contract or commitment 
not made in the ordinary course of business that is material to 
the Business taken as a whole.

		(b)	Each Contract disclosed in any Schedule to this 
Agreement or required to be disclosed pursuant to Section 3.13(a) 
is in full force and effect, and none of Seller, any Subsidiary 
or, to the knowledge of Seller, any other party thereto is in 
default in any material respect under the terms of any such 
Contract, nor has any event or omission occurred which through 
the passage of time or the giving of notice, or both, would 
constitute a default by Seller or a Subsidiary thereunder or give 
rise to an automatic termination, or the right of discretionary 
termination thereof by any other party thereto.

	3.14	Licenses and Permits.  Schedule 3.14 describes each 
license, franchise, permit or other similar authorization 
affecting, or relating in any way to, the Business, together with 
the name of the government agency or entity issuing such license 
or permit, which permits, if expired or withdrawn, would likely 
have a Material Adverse Effect on the Business (the "Permits").  
Except as set forth on Schedule 3.14, such Permits are valid and 
in full force and effect and, assuming the related Consents have 
been obtained prior to the Closing Date, are transferable by 
Seller, and none of the Permits will, assuming the related 
Consents have been obtained prior to the Closing Date, be 
terminated or impaired or become terminable as a result of the 
transactions contemplated hereby.  Except as set forth on 
Schedule 3.14, upon consummation of such transactions, Buyer 
will, assuming the related Consents have been obtained prior to 
the Closing Date, have all of the right, title and interest in 
all the Permits.

	3.15	Insurance Coverage.  Seller has furnished to Buyer a 
summary of all insurance policies and fidelity bonds covering the 
Purchased Assets, the business and operations of the Business and 
the Subsidiaries and their employees.  Except as disclosed in 
Schedule 3.15, all coverage under such policies and bonds will 
terminate on the Closing Date.

	3.16	Compliance with Laws.  Except as disclosed in Schedules 
3.14 and 3.20, neither Seller nor any Subsidiary is in violation 
of, has violated (to the best knowledge of the General Counsel 
and the Finance Manager - Storage Division of Seller) since 
June 30, 1991, or has received written notice since June 30, 1991 
of any violation or alleged violation of, and, to the knowledge 
of the General Counsel and the Finance Manager - Storage Division 
of the Seller, neither Seller nor any Subsidiary is subject to 
material liability (whether accrued, absolute, contingent, direct 
or indirect) for past or continuing violation of, any material 
law, rule, ordinance or regulation, or judgment, order or decree 
entered by any court, arbitrator or governmental authority, 
domestic or foreign, applicable to the Purchased Assets or the 
conduct of the Business.

	3.17	Intellectual Property Used or Useful in the Business.

		(a)	Schedule 3.17 sets forth a list of all 
applications, registrations, filings and other formal actions 
made or taken pursuant to federal, state and foreign laws by 
Seller to perfect or protect its interest in the Intellectual 
Property used or useful in the Business, including without 
limitation all patents, patent applications, trademarks and 
service marks, trademark and service mark applications, 
registered copyrights and copyright applications (indicating 
which of such Intellectual Property is Excluded Assets), 
specifying as to each, as applicable:  (i) the nature of such 
Intellectual Property; (ii) the owner of such Intellectual 
Property; (iii) the jurisdictions in which such Intellectual 
Property has been issued or registered or in which an application 
for such issuance of registration has been filed, including the 
respective registration or application numbers; and (iv) material 
licenses, sublicenses and other agreements as to which Seller or 
any Subsidiary, or any of their Affiliates is a party and 
pursuant to which any Person is authorized to use such 
Intellectual Property, including the identity of all parties 
thereto.  All Intellectual Property shown as registered in 
Schedule 3.17 has been properly registered, all pending 
registrations and applications have been properly made and filed 
and all annuity, maintenance, renewal and other fees relating to 
registrations or applications are current.  Except as disclosed 
on Schedule 3.17, Seller has no knowledge of any Intellectual 
Property required in order to conduct the Business, as such is 
currently being conducted or proposed to be conducted, other than 
the Intellectual Property being acquired by or licensed to Buyer 
pursuant to this Agreement or the Ancillary Agreements.  Except 
as disclosed in Schedule 3.17, to Seller's knowledge, Seller is 
not infringing and has not infringed any Intellectual Property of 
another in the operation of the Business, nor, to the best of 
Seller's knowledge, is any other person infringing the 
Intellectual Property of Seller.  Except as disclosed on Schedule 
3.17 Seller has not granted any license or made any assignment of 
any Intellectual Property listed on Schedule 3.17, nor does 
Seller pay any royalties or other consideration for the right to 
use any Intellectual Property of others.  Except as described on 
Schedules 3.12 and 3.17, Seller has received no written notice of 
any inquiries, investigations or claims or litigation challenging 
or threatening to challenge Seller's right, title and interest 
with respect to its continued use and right to preclude others 
from using any Intellectual Property of Seller related to the 
Business.

		(b)	Except as disclosed on Schedules 3.12 and 3.17, 
neither Seller nor any Subsidiary has been sued or charged in 
writing with or been a defendant in any claim, suit, action or 
proceeding relating to the Business that has not been finally 
terminated prior to the date hereof and that involves a claim of 
infringement of any intellectual property of a third party.  No 
Intellectual Property relating to the Business or any of the 
Purchased Assets is subject to any outstanding order, judgment, 
decree, stipulation or agreement restricting the use thereof by 
Seller or any Subsidiary with respect to the Business or 
restricting the licensing thereof by Seller or any Subsidiary to 
any Person.  Except as disclosed on Schedule 3.17, neither Seller 
nor any Subsidiary has entered into any agreement to indemnify 
any other Person against any charge of infringement of any 
Intellectual Property relating to the Business or any of the 
Purchased Assets.

	3.18	Employees.  Schedule 3.18 sets forth a true and 
complete list of (a) the number of employees of the Business, (b) 
the number of independent contractors and consultants providing 
services to the Business, (c) the titles, annual salaries and 
other compensation of all employees of the Business whose annual 
base salary exceeds $100,000, and (d) the average wage rates for 
non-salaried employees of the Business (by classification) and 
the number of employees of the Business in each classification.  
Seller has not entered into any employment agreement with any 
employee of the Business.

	3.19	Finders' Fees.  Except for Lehman Brothers, whose fees 
will be paid by Seller, there is no investment banker, broker, 
finder or other intermediary that has been retained by or is 
authorized to act on behalf of Seller or any Subsidiary who might 
be entitled to any fee or commission from Buyer or any of is 
Affiliates upon consummation of the transactions contemplated by 
this Agreement and each of the Ancillary Agreements.

	3.20	Environmental Compliance.

		(a)	Environmental Definitions.  The following terms, 
as used here, have the following meanings:

			"CERCLA" means the Comprehensive Environmental 
Response, Compensation and Liability Act of 1980, as amended.

			"Court Order" means any judgment, order, award or 
decree of any foreign, federal, state, local or other court, 
tribunal or other governmental entity, and any award in any 
arbitration proceeding.

			"Environmental Laws" means any and all federal, 
state, local and foreign statutes, transnational, trade area or 
trade zone treaties, laws (including common or case law), 
regulations, or governmental restrictions, as in effect and 
interpreted on the Closing Date, relating to human health 
(including health and safety in the workplace) or the environment 
or to emissions, discharges or Releases or threatened Releases of 
Hazardous Substances into the environment including, without 
limitation, ambient air, surface water, ground water, or land, or 
otherwise relating to Hazardous Substance Activities, or the 
clean-up or other remediation thereof.

			"Environmental Liabilities" means all liabilities 
relating to the Purchased Assets or Seller's, the Subsidiaries' 
or their Affiliates' use or ownership thereof that (i) arise 
under or relate to Environmental Laws or arise in connection with 
or relate to any matter disclosed or required to be disclosed in 
Schedule 3.20 and (ii) arise from or relate to actions occurring 
or conditions existing before the Closing Date.

			"Governmental Permits" means all licenses, 
franchises, permits, privileges, immunities, approvals and other 
authorizations from any governmental entity having jurisdiction 
over the relevant facility or activity.

			"Hazardous Substance" means any hazardous 
substances, wastes or materials as defined in any Environmental 
Laws.

			"Hazardous Substance Activities" shall mean the 
use, processing, distribution, manufacture, handling, storage, 
transportation, disposal, Release or threatened Release of, or 
Remedial Action concerning any Hazardous Substance.

			"Release" has the meaning specified in 42 U.S.C. 
sec 9601(22).

			"Remedial Action" shall mean any response action, 
reporting, investigation, characterization, feasibility study, 
health assessment, risk assessment, remedial action, treatment, 
recycling, removal action, transport, monitoring, maintenance or 
any other activity incident to the Release or threatened Release, 
remediation or removal of a Hazardous Substance.

		(b)	Environmental Representations.  Except as 
disclosed on Schedule 3.20:

			(i)	Seller, the Subsidiaries and their Affiliates 
are now in compliance and have at all times since January 1, 1990 
complied in each case in all material respects with all 
applicable Environmental Laws as they relate to the Business or 
the Purchased Assets or Seller's, the Subsidiaries' or their 
Affiliates' use or ownership thereof.

			(ii)	No written notice, notification, demand, 
request for information, citation, summons or Court Order has 
been issued and received by Seller, no complaint has been filed 
and received by Seller, no penalty has been assessed and, to 
Seller's knowledge, no investigation is pending before any 
governmental or other entity (i) with respect to any alleged 
material violation by Seller or any Subsidiary or their 
Affiliates of any Environmental Law in connection with the 
conduct of the Business, (ii) with respect to any alleged 
material failure by Seller or any Subsidiary or their Affiliates 
to have any environmental permit, certificate, license, approval, 
registration or Governmental Permits required in connection with 
the conduct of the Business, (iii) with respect to any 
generation, treatment, storage, recycling, transportation, 
disposal or Release of any Hazardous Substance generated by the 
Business or generated at or located at, in, under or above the 
Purchased Assets, or (iv) with respect to any alleged liability 
to any person as the result of Hazardous Substance Activities of 
or relating to the Business or the Release or threatened Release 
of any Hazardous Substance generated by the Business at any 
location (provided that the foregoing representations, insofar as 
they relate to RMMI, relate only to the period since January 1, 
1992).

			(iii)	No reportable Release has ever occurred 
(a) in connection with the Business or the Purchased Assets or 
Seller's, the Subsidiaries' or their Affiliates' use or ownership 
thereof or (b) in connection with any Hazardous Substance 
Activities conducted by Seller, the Subsidiaries or their 
Affiliates in the conduct of the Business at any location.

			(iv)	There are no environmental Liens on any of 
the Purchased Assets, and, to Seller's knowledge, no governmental 
actions have been taken or are in process that could subject any 
of such Purchased Assets to such Liens.

			(v)	Seller, the Subsidiaries and their Affiliates 
have obtained all material environmental, health and safety 
permits and Governmental Permits (a) necessary for the Business, 
(b) necessary for any current operations of or on any of the 
Purchased Assets, (c) required as part of any Hazardous Substance 
Activities, or (d) required by any Environmental Law; Seller, the 
Subsidiaries and their Affiliates are in material compliance and 
have complied with all material terms and conditions thereof; and 
all such permits are fully transferable to Buyer at the Closing 
without any material changes in the terms or conditions thereof 
or the payment (in the aggregate) of more than $5,000 to the 
relevant governmental entities.

			(vi)	There is not now, nor has there ever been, on 
any of the Purchased Assets (a) any above ground or underground 
tank or underground piping, or (b) any surface impoundment, 
landfill or waste pile, in each case now or previously used to 
store or dispose of any Hazardous Substance or that contains or 
contained any Hazardous Substance in excess of any applicable 
action level or proscribed concentration level or in an amount 
that requires any Remedial Action under Environmental Laws.

			(vii)	To the best knowledge of Seller's 
Worldwide Environmental Health and Safety Manager, there is no 
material amount of asbestos or a.c.m. that is located at, in, on 
or under, or is a part of, any of the facilities used in the 
Business, nor has Seller, the Subsidiaries or their Affiliates 
ever sold asbestos or a.c.m. as part of the Business.

			(viii)	None of the Seller, the Subsidiaries or 
their Affiliates has, since January 1, 1990, filed, and none of 
them intends or is required by any Environmental Law to file, any 
notice or report under any Environmental Law reporting a 
violation of any Environmental Law related in any respect to the 
Business or the Purchased Assets.

			(ix)	To the knowledge of Seller, none of the 
Hazardous Substance Activities conducted by Seller, the 
Subsidiaries and their Affiliates in connection with the Business 
or the Purchased Assets have resulted in the exposure of any 
person to a Hazardous Substance in a manner that has caused or 
will cause a material adverse health effect.

			(x)	No event legally requiring evacuation to 
protect against environmental risk of any portion of the 
facilities used in the Business has occurred within the five 
calendar years preceding the Closing Date.

			(xi)	Seller, the Subsidiaries and their Affiliates 
have disclosed to Buyer all environmental or health and safety 
audits or reports relating to the Business or the Purchased 
Assets that detail, describe or list the conditions thereof with 
respect to compliance with Environmental Laws or with respect to 
the potential or need to perform any Remedial Action in 
connection therewith.

	3.21	Capitalization of the Subsidiaries.

		(a)	Schedule 3.21 sets forth a true and complete 
description of (i) the authorized capital stock of each 
Subsidiary, and (ii) the outstanding capital stock of each 
Subsidiary as of the date hereof and the record owners thereof.

		(b)	All of the outstanding shares of capital stock of 
each Subsidiary are duly authorized, validly issued, fully paid 
and nonassessable and, except as disclosed in Schedule 3.21, all 
such shares are owned by Seller free and clear of all security 
interests, liens, claims, pledges, agreements, limitations in 
voting rights, charges or other encumbrances of any nature 
whatsoever.  There are no outstanding (i) securities of Seller or 
any Subsidiary convertible into or exchangeable for shares of 
capital stock or other voting securities or ownership interests 
in any Subsidiary or (ii) options or other rights to acquire from 
Seller or any Subsidiary, or obligations of Seller or any 
Subsidiary to issue, any capital stock, voting securities or 
other ownership interests in, or any securities convertible into 
or exchangeable for any capital stock, voting securities or 
ownership interests in, any Subsidiary (the items in clauses (i) 
and (ii) being referred to collectively as the "Subsidiary 
Securities").  Except as disclosed in Schedule 3.21, there are no 
outstanding obligations of Seller or any Subsidiary to 
repurchase, redeem or otherwise acquire any outstanding 
Subsidiary Securities.

	3.22	Disclosure.  No representation or warranty by Seller in 
this Agreement, nor any certificate, instrument, schedule or 
exhibit hereto furnished or to be furnished by or on behalf of 
Seller pursuant to this Agreement, contains or shall contain any 
untrue statement of material fact or, when taken together, omits 
or shall omit a material fact necessary to make the statements 
contained therein not misleading, with only such exceptions as 
would not in the aggregate reasonably be expected to have a 
Material Adverse Effect.  All statements and information 
contained in any certificate, instrument, schedule or exhibit 
delivered by or on behalf of Seller pursuant to this Agreement 
shall be deemed representations and warranties by Seller.


	ARTICLE IV.

	REPRESENTATIONS AND WARRANTIES OF BUYER

	Buyer hereby represents and warranties to Seller that:

	4.01	Organization and Existence.  Buyer 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.

	4.02	Corporate Authorization.  The execution, delivery and 
performance by Buyer of this Agreement and each of the Ancillary 
Agreements, and the consummation by Buyer of the transactions 
contemplated hereby and thereby are within the corporate powers 
of Buyer and have been duly authorized by all necessary corporate 
action on the part of Buyer.  This Agreement and each of the 
Ancillary Agreements constitute, or upon execution and delivery 
will constitute, valid and binding agreements of Buyer.  The Note 
has been duly authorized and, upon execution and delivery, will 
constitute a valid and binding obligation of Buyer.

	4.03	Governmental Authorization.  The execution, delivery 
and performance by Buyer of this Agreement, the Ancillary 
Agreements and the Note require no action by or in respect of, or 
filing with, any governmental body, agency, official or authority 
other than compliance with any applicable requirements of the HSR 
Act.

	4.04	Non-Contravention.  The execution, delivery and 
performance by Buyer of this Agreement, each of the Ancillary 
Agreements and the Note do not and will not (i) contravene or 
conflict with the certificate of incorporation or bylaws of Buyer 
or (ii) assuming compliance with the matters referred to in 
Section 4.03, contravene or conflict with any provision of any 
law, regulation, judgment, injunction, order or decree binding 
upon or applicable to Buyer.

	4.05	Finders' Fees.  Except for Hambrecht & Quist 
Incorporated, whose fees will be paid by Buyer, there is no 
investment banker, broker, finder or other intermediary that has 
been retained by or is authorized to act on behalf of Buyer who 
might be entitled to any fee or commission from Seller or any of 
its Affiliates upon consummation of the transactions contemplated 
by this Agreement and each of the Ancillary Agreements.

	4.06	Financing.  Buyer has sufficient funds in bank 
accounts, commitments for funds or currently available lines of 
credit to pay the cash portion of the Purchase Price.

	4.07	Litigation.  There is no action, suit, investigation or 
proceeding pending against, or to the knowledge of Buyer, 
threatened against or affecting, Buyer 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.


	ARTICLE V.

	COVENANTS OF SELLER

	Seller agrees that:

	5.01	Conduct of the Business.  From the date hereof until 
the Closing Date, Seller and each Subsidiary shall conduct the 
Business in the ordinary course consistent with past practice, 
use its best efforts to preserve intact the business organization 
and relationships with third parties of the Business, and to keep 
available the services of the present employees of the Business. 
Without limiting the generality of the foregoing, from the date 
hereof until the Closing Date, Seller and each Subsidiary will 
not:

		(a)	acquire a material amount of assets that would be 
included in the Purchased Assets from any other Person, except in 
the ordinary course of business consistent with past practice;

		(b)	sell, lease, license, pledge or otherwise dispose 
of any Purchased Assets, except for the sale of inventory items 
in the ordinary course of business consistent with past practice;

		(c)	enter into any contract, commitment or obligation 
related to the Business, except contracts or commitments which 
are made in the ordinary course of business and consistent with 
past practice; in addition, it is understood and agreed that 
Seller will not, without Buyer's prior written consent, enter 
into any agreement or license relating to HDB motors, with 
respect to solid state devices, firmware, components or 
architecture, with respect to engineering services to be provided 
to Seller relating to the Business or with respect to 
indebtedness for borrowed money by any Subsidiary;

		(d)	do or omit to do any act which would result in a 
material breach of any material contract, commitment or 
obligation;

		(e)	amend any articles of organization or by-laws or 
other charter documents of any Subsidiary (other than for the 
purpose of deleting the Digital Tradename from the name of any 
such Subsidiary), make any changes in the authorized or issued 
capital stock of any Subsidiary, or take or commence the taking 
of any action with respect to dissolution, liquidation or winding 
up of Seller or any Subsidiary;

		(f)	declare, set aside or pay any dividend on or make 
any other distribution in respect of any capital stock of any 
Subsidiary or issue, transfer, deliver, pledge, encumber or sell 
or authorize the issuance, delivery, pledge, encumbrance or sale 
of any shares of capital stock, or securities convertible into, 
or rights, warrants or options to acquire any such capital stock 
of any Subsidiary;

		(g)	grant any license or make any assignment of any 
Intellectual Property used or useful in the Business;
***
		(h)	directly or indirectly solicit or encourage any 
employee of Seller or Seller's subsidiaries whose job relates 
primarily to the Business (other than the individuals described 
in a letter previously delivered to Buyer) to leave such 
employment or to not become a Hired Employee, or to offer to 
employ any such person after the Closing; or

		(i)	agree or commit to do any of the foregoing.

	5.02	Consents.  Seller shall use its best efforts prior to 
Closing to obtain all Consents and to effect the notification of, 
or filing with, each person or authority whose consent or 
approval is required in order to permit the consummation of the 
transactions contemplated by this Agreement and to enable Buyer 
to conduct and operate the Business as presently conducted and as 
contemplated to be conducted.  All Consents shall be in writing 
and executed counterparts shall be delivered to Buyer promptly 
after Seller's receipt thereof.

	5.03	No Negotiation.  From the date of this Agreement until 
the Closing Date, Seller shall not directly or indirectly 
(through any employee, officer, director, agent or representative 
or otherwise) solicit, encourage or furnish any information to 
any prospective buyer, commence or conduct negotiations with any 
other party or enter into any agreement with any other party 
concerning the sale of the Business or the Purchased Assets or 
any part thereof other than in the ordinary course of business of 
the Business consistent with past practice (an "Acquisition 
Proposal"), or take any other action to facilitate inquiries or 
the making of any proposal that constitutes or may reasonably be 
expected to lead to an Acquisition Proposal.  Seller shall 
immediately cease and cause to be terminated any existing 
discussions or negotiations with any parties other than Buyer 
conducted prior to the date of this Agreement with respect to any 
Acquisition Proposal.

	5.04	Access to Information; Financial Statements.  From the 
date hereof until the Closing Date, subject to the terms and 
conditions of the Non-Disclosure Agreement dated as of May 11, 
1994 (as supplemented on June 6, 1994) and the terms and 
conditions hereof, Seller and the Subsidiaries (a) will give 
Buyer, its counsel, financial advisors, auditors and other 
authorized representatives access on reasonable notice and at 
reasonable times to the offices, properties, books and records of 
Seller and the Subsidiaries relating to the Business, (b) will 
furnish to Buyer, its counsel, financial advisors, auditors and 
other authorized representatives such financial and operating 
data and other information relating to the Business as such 
Persons may reasonably request, and (c) will instruct the 
employees, counsel and financial advisors of Seller and the 
Subsidiaries to cooperate with Buyer in its investigation of the 
Business, provided, that any investigation pursuant to this 
Section shall be conducted in such a manner as not to 
unreasonably interfere with the conduct of the business of Seller 
and the Subsidiaries and, provided further, that a representative 
of Seller may accompany Buyer's representatives and agents during 
their investigation of the Business.  Notwithstanding the 
foregoing, Buyer shall not be given access to personnel records 
of Seller or the Subsidiaries relating to individual performance 
or evaluation records or medical histories to the extent that 
such access would be in violation of applicable law or violate 
obligations of confidentiality.  In addition, Seller and the 
Subsidiaries shall prepare and deliver to Buyer, prior to the 
Closing Date (i) audited balance sheets of the Business as of the 
end of the fiscal years ending on or about the end of June 1993 
and 1994, (ii) audited statements of operations and changes in 
financial position of the Business for the fiscal years ended on 
or about the end of June 1992, 1993 and 1994, (iii) an unaudited 
balance sheet of the Business as of the end of the last full 
fiscal quarter ending more than 30 days prior to the Closing 
Date, and (iv) unaudited statements of operations for each of the 
fiscal quarters ending at more than 30 days prior to the Closing 
Date, beginning with the fiscal quarter ending on or about the 
end of June 1993, in each case prepared in accordance with 
generally accepted accounting principles.  In addition, Seller 
shall provide Buyer with unaudited statements of operations for 
the preceding quarter, and balance sheets and changes in 
financial position as of the Closing Date, for each of RMMI, the 
operations of the Business conducted in Batam, Indonesia, and the 
Malaysian Subsidiary, each prepared in accordance with the 
Accounting Convention, together with an analysis thereof, in each 
case as soon as practicable after the Closing Date.  Seller shall 
give Buyer and Buyer's accountants access to the books and 
records of Seller necessary to allow Buyer to prepare any other 
financial reports relating to the Business which may from time to 
time be required by governmental or Nasdaq National Market rules.  
Any inspection of the facilities of Seller or environmental 
investigations of such facilities by Buyer shall be conducted in 
accordance with and subject to the execution of a Right of Entry 
Agreement substantially in the form of Exhibit K hereto.

	5.05	Notices of Certain Events.  Seller shall promptly 
notify Buyer of:

		(i)	any notice or other communication from any Person 
alleging that the consent of such Person is or may be required in 
connection with the transactions contemplated by this Agreement;

		(ii)	any notice or other communication from any 
governmental or regulatory agency or authority in connection with 
the transactions contemplated by this Agreement; and 

		(iii)	any actions, suits, claims, investigations or 
proceedings commenced or, to the best of its knowledge threatened 
against, relating to or involving or otherwise affecting Seller, 
the Subsidiaries or the Business that, if pending on the date of 
this Agreement, would have been required to have been disclosed 
pursuant to Section 3.12 or that relate to the consummation of 
the transactions contemplated by this Agreement.

	5.06	Noncompetition.  Except as provided in the Seller-Buyer 
Supply Agreement and as contemplated in the other Ancillary 
Agreements, Seller shall not directly or indirectly enter into or 
engage in any businesses directly competitive with the Business 
for a period of five years from the Closing Date without the 
prior written consent of Buyer, nor shall Seller solicit for 
employment any employee of the Business during the two-year 
period immediately following the Closing; provided that the 
conduct of business by RMMI, so long as Seller continues to own 
the RMMI Shares and continues to control RMMI, shall not be 
deemed a violation of this Section 5.06.

	5.07	Confidentiality.  Seller will hold, and will use its 
best efforts to cause its officers, directors, employees, 
accountants, counsel, consultants, advisors and agents to hold, 
in confidence, unless compelled to disclose by judicial or 
administrative process or by other requirements of law, all 
Confidential Information concerning Buyer or the Business 
provided to it pursuant to Section 6.01.  Seller shall not at any 
time subsequent to the Closing, except as explicitly requested by 
Buyer, (i) use for any purpose, (ii) disclose to any person, or 
(iii) keep or make copies of, any documents, tapes, disks or 
programs containing Confidential Information concerning Buyer or 
the Business.  For purposes hereof, "Confidential Information" 
shall mean all trade rights in which Buyer has an interest, all 
customer lists and customer information and all other information 
concerning the processes, apparatus, equipment, packaging, 
products, marketing and distribution methods, forecasts and plans 
of Buyer or relating solely to the Business except to the extent 
that such information can be shown to have been (i) in the public 
domain through no fault of Seller or (ii) later lawfully acquired 
by Seller from sources other than Buyer.



	5.08	Capital Expenditures.  Seller shall use commercially 
reasonable best efforts to adhere to the capital expenditure plan 
set forth on Schedule 5.08 hereto (the "Capital Expenditure 
Plan"), with such changes as shall have been consented to from 
time to time in advance by Buyer (which consent shall not be 
unreasonably withheld), and shall have expended at least 
$29,000,000 ($23,110,000 if the RMMI Shares are not purchased at 
the Closing) of pursuant to such plan during the quarter ended 
October 1, 1994.  Should Buyer, in its sole discretion, elect to 
fund additional capital expenditures related to the Business 
prior to the Closing Date, Seller will cooperate with Buyer in 
incorporating the capital equipment or other assets purchased by 
Buyer into the Business prior to the Closing.

	5.09	Qualification of Products Under Supply Agreement.  
Promptly after the date hereof, Seller shall cooperate with Buyer 
to qualify Buyer's products for sale under the Seller-Buyer 
Supply Agreement.

	5.10	Payment of Warranty Costs.  Buyer agrees to perform or 
have performed the warranty obligations of Seller relating to 3-
inch drives shipped prior to the Closing.  Seller shall reimburse 
Buyer for 50% of all liabilities and obligations arising under 
any warranty granted by Seller to customers in connection with 
the sale of 3-inch drives shipped prior to the Closing Date.  
Each month, Buyer shall report to Seller the amount of 
reimbursement due pursuant to this Section 5.10, as determined 
using Buyer's fully burdened average cost of repair for each 
particular product, and Seller shall promptly pay to Buyer such 
amount.

	5.11	Incorporation of Indonesian Subsidiary.  Seller shall 
use its best efforts to complete the process of incorporating an 
Indonesian corporation called PT Digital Equipment Storage 
(Indonesia) (the "Indonesian Subsidiary") as promptly as 
possible, and shall transfer all of the equity of the Indonesian 
Subsidiary to Buyer or Buyer's designee immediately upon such 
incorporation.

	5.12	Covenant Not to Sue.  Seller shall not bring any claim, 
action or proceeding against Buyer for use of any trade secret, 
know-how or processes of Seller that have been used in the 
Business but that have not been transferred to Buyer pursuant 
hereto so long as such use relates solely to Buyer's conduct of 
the Business after Closing.

	5.13	RMMI Right of First Refusal.  Buyer and Seller agree to 
endeavor to obtain from StorageTek a waiver of StorageTek's right 
of first refusal under Section 2.2 of the Stockholders' Agreement 
with respect to the transfer of the RMMI Shares pursuant to the 
RMMI Stock Purchase Agreement.  Seller agrees that, on or prior 
to the second business day following the written request of 
Buyer, Seller shall give to StorageTek a Transfer Notice (for 
purposes of this Section 5.13, as defined in the RMMI 
Stockholders' Agreement) with respect to the proposed transfer of 
the RMMI Shares pursuant to the RMMI Stock Purchase Agreement if 
such Notice shall not previously have been given.  Seller shall 
notify Buyer in writing on or prior to the day following receipt 
by Seller of a Purchase Notice (for purposes of this Section 
5.13, as defined in the RMMI Stockholders' Agreement).  

	If the Closing shall have occurred without the purchase of 
the RMMI Shares, then for the purposes of such Closing and 
thereafter, the representations and warranties contained in this 
Agreement (other than in Section 3.17) and the covenants 
contained in Sections 5.01 to 5.05, 5.07, 5.08 and 5.16 and 
Articles VII through IX and the references therein to the 
Business shall be read to omit reference to RMMI.



	5.14	RMMI Head Supply Agreement.  Buyer agrees, and Seller 
agrees to cause RMMI, to negotiate in good faith the definitive 
form of the RMMI Head Supply Agreement and to execute such 
agreement promptly following execution of this Agreement.

	5.15	Sublicense of RMMI License Rights.  Seller hereby 
grants to Buyer a non-exclusive, irrevocable, worldwide, royalty-
free, paid-up sublicense of Seller's rights under the Technology 
Cross License Agreement by and between Seller and RMMI dated 
August 19, 1992 (the "Cross License Agreement") to the maximum 
extent permitted by such agreement, which sublicense shall become 
effective upon the Closing under this Agreement.  Seller shall 
maintain the Cross License Agreement and its license rights 
thereunder in full force and effect.  Buyer agrees to treat the 
Confidential Information (as defined in the Cross License 
Agreement) in accordance with the terms of Section 4 of the Cross 
License Agreement.  This sublicense shall not be sold, assigned 
or sublicensed except in connection with (i) the sale of the 
business unit or larger business enterprise in which the 
technology is employed or (ii) the design, manufacture or 
assembly of components included in products sold by Buyer or its 
business units.

	5.16	Software to be Made Available.  Seller shall use 
commercially reasonable best efforts to secure for the benefit of 
Buyer licenses or such other arrangements as are necessary to 
enable Buyer to use, on and after the Closing Date, the software 
products known as "Workstream" and "Maxcim."  Seller's 
obligations under this Section 5.15 shall be subject to Buyer's 
agreement to pay the reasonable costs, if any, of obtaining 
rights to continue the use of such software.

	ARTICLE VI.

	COVENANTS OF BUYER

	Buyer agrees that:

	6.01	Access.  On and after the Closing Date, subject to the 
terms and conditions of this Agreement, upon reasonable notice 
Buyer will afford promptly to Seller and its agents reasonable 
access to its properties, books, records, employees and auditors 
to the extent necessary to permit Seller to determine any matter 
relating to its rights and obligations hereunder or with respect 
to any period ending on or before the Closing Date; provided, 
that any such access by Seller shall not unreasonably interfere 
with the conduct of the business of Buyer and, provided further, 
that a representative of Buyer may accompany Seller's 
representatives agents during such investigation.  
Notwithstanding the foregoing, Seller shall not have access to 
personnel records of Buyer relating to individual performance or 
evaluation records or medical histories to the extent that such 
access would violate applicable Laws or violate obligations of 
confidentiality.  Any inspection of the facilities of the 
Business or environmental investigations of such facilities by 
Seller on or after the Closing Date shall be conducted in 
accordance with and subject to the execution of a Right of Entry 
Agreement substantially in the form of Exhibit K hereto.

	6.02	Trademarks; Tradenames.

		(a)	Except as provided in this Section 6.02, after the 
Closing, Buyer and its affiliates shall not use any of the names 
listed on Schedule 6.02.  Such names shall be referred to, 
collectively or individually, as the context requires, as the 
"Digital Tradename."

		(b)	After the Closing, Buyer shall have the right to 
sell existing inventory and to use existing packaging, labeling, 
containers, supplies, advertising materials, brochures, technical 
data sheets and any similar materials bearing any Digital 
Tradename until the earlier of (i) 15 months after the Closing 
Date and (ii) the date existing stocks of such materials are 
exhausted.  Buyer shall comply with all applicable laws or 
regulations in any use of packaging or labeling containing the 
Digital Tradename.

		(c)	Buyer shall not be obligated to change the Digital 
Tradename on goods in the hands of dealers, distributors and 
customers at the time of the expiration of the time period set 
forth in subsection (b) above.  With respect to goods in the 
possession of Buyer 15 months after the Closing Date, the 
obliteration of the Digital Tradename shall be deemed compliance 
with Buyer's covenants not to use the Digital Tradename pursuant 
to this Section 6.02.

		(d)	Buyer agrees to cease using the Digital Tradename 
on buildings, cars, trucks and other fixed assets as soon as 
possible within a period not to exceed three months after the 
Closing Date.

		(e)	Buyer shall have the right to use the Digital 
Tradename to the extent necessary as a result of the use of the 
Digital Tradename in the names of the Subsidiaries; provided, 
however, that Buyer shall change the names of the Subsidiaries as 
soon as practicable following the Closing to names that do not 
include the Digital Tradename and shall thereafter cease using 
the Digital Tradename in connection with the names of the 
Subsidiaries.

	6.03	Covenant Not to Sue.  Buyer shall not bring any claim, 
action or proceeding against Seller for a period of five years 
from the Closing Date for use of any trade secret, know-how or 
processes transferred to Buyer pursuant hereto so long as such 
use does not violate Section 5.06.

	6.04	Cooperation Under StorageTek Technology License Option 
Agreement.  In the event StorageTek exercises its right of first 
refusal to purchase the Shares, and the Closing under this 
Agreement occurs (in which case Seller will no longer own its 
disk drive business), Buyer will cooperate as necessary to enable 
Seller to fulfill its obligations under the Technology License 
Option Agreement between Seller and StorageTek dated August 19, 
1992, including the provision of the technical assistance 
referred to in such agreement in consideration of the associated 
cash payments.


	ARTICLE VII.

	COVENANTS OF BOTH PARTIES

	The parties hereto agree that:

	7.01	Best Efforts; Further Assurances.  Subject to the terms 
and conditions of this Agreement, each party will use its best 
efforts to take, or cause to be taken, all actions and to do, or 
cause to be done, all things necessary or desirable under 
applicable laws and regulations to consummate the transactions 
contemplated by this Agreement and the Ancillary Agreements.  
Seller and Buyer each agree to execute and deliver such other 
documents, certificates, agreements and other writings and to 
take such other actions as may be necessary or desirable in order 
to consummate or implement expeditiously the transactions 
contemplated by this Agreement and the Ancillary Agreements and 
to vest in Buyer good and marketable title to the Purchased 
Assets.

	7.02	Certain Filings.  Seller and Buyer shall cooperate with 
one another (a) in determining whether any action by or in 
respect of, or filing with, any governmental body, agency, 
official or authority is required, or any actions, consents, 
approvals or waivers are required to be obtained from parties to 
any material contracts, in connection with the consummation of 
the transactions contemplated by this Agreement and the Ancillary 
Agreements and (b) in taking such actions or making any such 
filings, in furnishing such information as may be required in 
connection therewith, and in seeking timely to obtain any such 
actions, consents, approvals or waivers. 

	7.03	Public Announcements.  The parties agree not to issue 
any press release or making any public statement with respect to 
this Agreement and the Ancillary Agreements or the transactions 
contemplated hereby and thereby and, except as may be required by 
applicable law or any listing agreement with any national 
securities exchange, will not issue any such press release or 
make any such public statement, in each case without the other 
party's prior consent.


	ARTICLE VIII.

	TAX MATTERS

	8.01	Tax Definitions.  The following terms, as used herein, 
have the following meanings:

	"Buyer Indemnitee" means Buyer, any of its Affiliates and, 
effective upon the Closing, RMMI.

	"Code" means the Internal Revenue Code of 1986, as amended.

	"Post-Closing Tax Period" means any Tax period (or portion 
thereof) ending after the Closing Date.

	"Pre-Closing Tax Period" means any Tax period (or portion 
thereof) ending on or before the close of business on the Closing 
Date.

	"Seller Group" means the affiliated group of corporations 
(as defined in Section 1504(a) of the Code) of which Seller is a 
member and any foreign corporation which would have been in such 
affiliated group but for the fact that it is a foreign 
corporation.

	"Tax" means (i) any net income, alternative or add-on 
minimum tax, gross income, gross receipts, sales, use, ad 
valorem, franchise, capital, paid-up capital, profits, greenmail, 
License, withholding, payroll, employment, excise, severance, 
stamp, occupation, premium, property, environmental or windfall 
profit tax, custom, duty or other tax, governmental fee or other 
like assessment or charge of any kind whatsoever, together with 
any interest or any penalty, addition to tax or additional amount 
imposed by any Taxing Authority and (ii) any liability of any of 
the Subsidiaries for the payment of any amounts of the type 
described in (i).

	"Taxing Authority" means any governmental authority 
(domestic or foreign) responsible for the imposition of any Tax.

	"Tax Asset" means any net operating loss, net capital loss, 
investment tax credit, foreign tax credit, charitable deduction 
or any other credit or tax attribute of RMMI that could reduce 
Taxes (including, without limitation, deductions and credits 
related to alternative or add-on minimum Taxes). 

	"Tax Indemnification Period" means (i) with respect to any 
Tax described in clause (i) of the definition of "Tax," any 
Pre-closing Tax Period of the Subsidiaries, and (ii) with respect 
to any Tax described in clause (ii) of the definition "Tax," any 
Pre-Closing Tax Period of the Subsidiaries and the taxable year 
of any member of a group described in such clause (ii) that 
includes (but does not end on) the Closing Date.

	8.02	Tax Representations With Respect to Purchased Assets.  
Seller hereby represents and warrants to Buyer that:

		(a)	Seller has timely paid all Taxes, and all interest 
and penalties due thereon and payable by it for the Pre-Closing 
Tax Period which will have been required to be paid on or prior 
to the Closing Date, the non-payment of which would result in a 
Lien on any Purchased Asset, would otherwise adversely affect the 
Business or would result in Buyer or any Subsidiary becoming 
liable or responsible therefor.

		(b)	Seller has established adequate reserves for the 
payment of, and will timely pay all Tax liabilities, assessments, 
interest and penalties which arise from or with respect to the 
Purchased Assets or the operation of the Business and are 
incurred in or attributable to the Pre-Closing Tax Period, the 
non-payment of which would result in a Lien on any Purchased 
Asset, would otherwise adversely affect the Business or would 
result in Buyer or any Subsidiary becoming liable therefor.

	8.03	Tax Representations With Respect to Subsidiaries.

		(a)	Seller hereby represents and warrants that, except 
as set forth in Schedule 8.03, (i) all Tax returns, statements, 
reports, elections and forms (including estimated tax returns and 
reports and information returns and reports) required to be filed 
with any Taxing Authority with respect to any Pre-Closing Tax 
Period by or on behalf of the Subsidiaries (collectively, the 
"Returns"), have been or will be filed when due in accordance 
with all applicable laws; (ii) as of the time of filing, the 
Returns correctly reflected (and, as to any Returns not filed as 
of the date hereof, will correctly reflect) the facts regarding 
the income, business, assets, operations, activities and status 
of the Subsidiaries and any other information required to be 
shown therein and do not omit any material information that 
should have been included therein; (iii) the Subsidiaries, or 
Seller on their behalf, have timely paid, or withheld and 
remitted to the appropriate Taxing Authority, all Taxes shown as 
due and payable on the Returns that have been filed; (iv) the 
Subsidiaries are not delinquent in the payment of any Tax and 
have not requested any extension of time within which to file or 
send any Return, which Return has not since been filed or sent; 
(v) none of the Subsidiaries and any member of any affiliated or 
combined group of which the Subsidiaries are or have been a 
member has granted any extension or waiver of the limitation 
period applicable to any Return, which period (after giving 
effect to such extension or waiver) has not yet expired; (vi) 
there is no claim, audit, action, suit, proceeding, or 
investigation now pending or threatened against or with respect 
to the Subsidiaries in respect of any Tax or Tax Asset; (vii) 
none of the property owned or used by the Subsidiaries is subject 
to a lease, other than a "true" lease for tax purposes; (viii) 
none of the property owned by the Subsidiaries is "tax-exempt use 
property" within the meaning of Section 168(h) of the Code; (ix) 
no Subsidiary has (A) been a member of an affiliated group other 
than one of which Seller was the common parent, or (B) filed or 
been included in a combined, consolidated or unitary Return other 
than one filed by Seller; and (x) no Subsidiary will be as of the 
Closing Date under any contractual obligation to pay the Tax 
obligations of any other Person, or to pay the Tax obligations 
with respect to transactions relating to any other Person, or to 
indemnify any other person with respect to any Tax as of the 
Closing Date.

		(b)	Schedule 8.03 contains a list of states, 
territories and jurisdictions (whether foreign or domestic) to 
which any Tax is properly payable by any Subsidiary.

	8.04	Elections.

		(a)	If requested by Buyer, Seller agrees to make a 
timely, effective and irrevocable election under Section 
338(h)(10) of the Code (the "Section 338(h)(10) Election"), and 
to file such election in accordance with applicable regulations.  
In addition, Seller and Buyer agree to cooperate to make timely 
and effective filings and elections under any comparable statutes 
in any other jurisdiction with respect to the Subsidiaries.  The 
Section 338(h)(10) Election shall properly reflect the Price 
Allocation (as hereinafter defined).  Buyer shall allocate the 
modified aggregate deemed sales price (or MADSP, as such term is 
defined in Treasury Regulations Section 1.338(h)(10)-IT(f)) among 
the assets of RMMI in accordance with the Treasury regulations 
promulgated under Section 338(h)(10).  Such allocation shall be 
the "Price Allocation."  Seller and Buyer agree to act in 
accordance with the Price Allocation in the preparation, filing 
and audit of any Tax return.

		(b)	Without the prior written consent of Buyer, 
neither Seller nor any Subsidiary nor any Affiliate of Seller 
shall, to the extent it may affect or relate to any Subsidiary, 
make any election, change any election, change an annual tax 
accounting period, adopt or change any tax accounting method, or 
file any amended Return if any such action would have the effect 
of increasing the Tax liability of any Subsidiary, Buyer or any 
Affiliate of Buyer.

		(c)	The Seller Group shall include RMMI through the 
close of business on the Closing Date in its consolidated Federal 
Tax return and in those state and local tax returns that are 
filed on a consolidated, combined or unitary basis.

	8.05	Tax Cooperation; Allocation of Taxes.

		(a)	Buyer, Seller and the Subsidiaries agree to 
furnish or cause to be furnished to each other, upon request, as 
promptly as practicable, such information and assistance relating 
to the Purchased Assets, the Business and the Subsidiaries as is 
reasonably necessary for the  filing of all Tax returns, and 
making of any election related to Taxes, the preparation for any 
audit by any taxing authority, and the prosecution or defense of 
any claim, suit or proceeding relating to any Tax return.  
Seller, Buyer and each Subsidiary shall cooperate with each other 
in the conduct of any audit or other proceeding related to Taxes 
involving the Business or any Subsidiary and each shall execute 
and deliver such powers of attorney and other documents as are 
necessary to carry out the intent of this paragraph.

		(b)	The Subsidiaries and Seller agree (i) to retain 
all books and records with respect to Tax matters pertinent to 
the Subsidiaries relating to any Pre-Closing Tax Period, and to 
abide by all record retention agreements entered into with any 
Taxing Authority and (ii) to give the other party reasonable 
written notice prior to destroying or discarding any such books 
and records and, if the other party so requests, the Subsidiaries 
or Seller, as the case may be, shall allow the other party to 
take possession of such books and records.

		(c)	All real property taxes, personal property taxes 
and similar ad valorem obligations levied with respect to the 
Purchased Assets for a taxable period which includes (but does 
not end on) the Closing Date (collectively, the "Apportioned 
Obligations") shall be apportioned between Seller and Buyer as of 
the Closing Date based on the number of days of such taxable 
period included in the Pre-Closing Tax Period and the number of 
days of such taxable period included in the Post-Closing Period.  
Seller shall be liable for the proportionate amount of such taxes 
that is attributable to the Pre-Closing Tax Period.  Within 90 
days after the Closing, Seller and Buyer shall present a 
statement to the other setting forth the amount of reimbursement 
to which each is entitled under this Section 8.05(c) together 
with such supporting evidence as is reasonably necessary to 
calculate the proration amount.  The proration amount shall be 
paid by the party owing it to the other within the later of (i) 
10 days after delivery of such statement or (ii) 10 days prior to 
the date such Tax is payable to the applicable Taxing Authority.  
Thereafter, Seller shall notify Buyer upon receipt of any bill 
for real or personal property taxes relating to the Purchased 
Assets, part or all of which are attributable to the Post-Closing 
Tax Period, and shall promptly deliver such bill to Buyer who 
shall pay the same to the appropriate taxing authority, provided 
that if such bill covers the Pre-Closing Tax Period, Seller shall 
also remit prior to the due date of assessment to Buyer payment 
for the proportionate amount of such bill that is attributable to 
the Pre-Closing Tax Period.  If either Seller or Buyer shall 
thereafter make a payment for which it is entitled to 
reimbursement under this Section 8.05(c), the other party shall 
make such reimbursement promptly but in no event later than 30 
days after the presentation of a statement setting forth the 
amount of reimbursement to which the presenting party is entitled 
along with such supporting evidence as is reasonably necessary to 
calculate the amount of reimbursement.  Any payment required 
under this Section and not made within 10 days of delivery of the 
statement shall bear interest at the rate per annum determined, 
from time to time, under the provisions of Section 6621(a)(2) of 
the Code for each day until paid.

		(d)	Subject to Section 2.09, any transfer, 
documentary, sales, use or other Taxes assessed upon or with 
respect to the transfer of the Purchased Assets to Buyer and any 
recording or filing fees with respect thereto shall be shared 
equally by Buyer and Seller; provided that Seller shall be liable 
for all such Taxes and fees in excess of an aggregate of 
$750,000.

	8.06	Tax Indemnification With Respect to the Subsidiaries.

		(a)	Seller hereby indemnifies each Buyer Indemnitee 
against and agrees to hold each Buyer Indemnitee harmless from 
any (v), damages from the breach of any representation, warranty 
or covenant contained in Article VIII of this Agreement, (w) 
Taxes of RMMI related to the Tax Indemnification Period, (x) 
Taxes of a Subsidiary resulting from a breach of the provisions 
of Section 8.04(b), (y) Taxes, including any state or local 
Taxes, arising directly from the Section 338(h)(10) Election, 
other than any incremental sales tax imposed in any state or 
subdivision solely by reason of the Section 338(h)(10) Election, 
and (z) liabilities, costs, expenses (including, without 
limitation, reasonable expenses of investigation and attorneys' 
fees and expenses), losses, damages, assessments, settlements or 
judgments arising out of or incident to the imposition, 
assessment or assertion of any Tax described in (v), (w), (x) or 
(y), including those incurred in the contest in good faith in 
appropriate proceedings relating to the imposition, assessment or 
assertion of any such Tax, and any liability as transferee (the 
sum of (v), (w), (x), (y), and (z) being referred to herein as a 
"Tax Loss").

		(b)	Seller hereby indemnifies each Buyer Indemnitee 
against and agrees to hold each Buyer Indemnitee harmless from 
any Taxes assessed on Malaysian Subsidiary with respect to the 
Tax Indemnification Period if such assessment results from 
actions within the control of Seller.  Any Tax assessed during 
the Tax Indemnification Period that results from the Buyer's 
failure to meet the conditions of the Pioneer Status Incentive 
granted on March 31, 1994, under the Malaysian Incentives Act of 
1986 will be the responsibility of Buyer.

		(c)	For purposes of this Section 8.06, in the case of 
any Taxes that are imposed on a periodic basis and are payable 
for a taxable period that includes (but does not end on) the 
Closing Date, the portion of such Tax related to the portion of 
such taxable period ending on the Closing Date shall (x) in the 
case of Taxes other than Taxes based upon or related to income, 
be deemed to be the amount of such Tax for the entire taxable 
period multiplied by a fraction the numerator of which is the 
number of days in the taxable period ending on the Closing Date 
and the denominator of which is the number of days in the entire 
taxable period, and (y) in the case of any Tax based upon or 
related to income, be deemed equal to the amount which would be 
payable if the relevant taxable period ended on the Closing Date, 
less (z) amounts reflected as tax liabilities on the Closing 
Statement.  Any credits relating to a taxable period that begins 
before and ends after the Closing Date shall be taken into 
account as though the relevant taxable period ended on the 
Closing Date.  All determinations necessary to give effect to the 
foregoing allocations shall be made in a manner consistent with 
prior practice of the Subsidiaries.

		(d)	Upon payment by any Buyer Indemnitee of any Tax 
Loss, Seller shall discharge its obligation to indemnify the 
Buyer Indemnitee against such Tax Loss by paying to Buyer an 
amount equal to the amount of such Tax Loss.

		(e)	Any payment pursuant to this Section 8.06 shall be 
made not later than 30 days after receipt by Seller of written 
notice from Buyer stating that any Tax Loss has been paid by a 
Buyer Indemnitee and the amount thereof and of the indemnity 
payment requested.  Any payment required under this Section 8.06 
and not made when due shall bear interest at a rate per annum 
equal to the rate of interest announced by Morgan Guaranty Trust 
Company of New York from time to time as its Base Rate in New 
York City in effect from time to time to the date of payment.

		(f)	Buyer agrees to give prompt notice to Seller of 
the assertion of any claim, or the commencement of any suit, 
action or proceeding in respect of which indemnity may be sought 
hereunder and of any Tax Loss that Buyer deems to be within the 
ambit of this Section 8.06 (specifying with reasonable 
particularity the basis therefor) and will give Seller such 
information with respect thereto as Seller may reasonably 
request.  Seller may, at its own expense, (i) participate in and, 
(ii) except as provided in Section 8.06(g), upon notice to Buyer, 
assume and control the defense of any such suit, action or 
proceeding (including any Tax audit), provided that (i) Seller's 
counsel is reasonably satisfactory to Buyer, (ii) Seller shall 
thereafter consult with Buyer upon Buyer's reasonable request for 
such consultation from time to time with respect to such suit, 
action or proceeding (including any Tax audit) and (iii) Seller 
shall not, without Buyer's consent, agree to any settlement with 
respect to any Tax if such settlement would adversely affect the 
Tax liability of Buyer, any of its Affiliates or, upon the 
Closing, any Subsidiary.  If Seller assumes such defense, Buyer 
shall have the right (but not the duty) to consult with respect 
to the defense thereof and to employ counsel, at its own expense, 
separate from the counsel employed by Seller.  Seller shall be 
liable for the fees and expenses of counsel employed by Buyer for 
any period during which Seller has not assumed the defense 
thereof.  Whether or not Seller chooses to defend or prosecute 
any claim, all of the parties hereto shall cooperate in the 
defense or prosecution thereof.

		(g)	Buyer shall assume and control the defense of any 
claim that relates to Taxes described in Section 8.06(c).  Seller 
shall have the right (but not the duty) to consult with respect 
to the defense of any such claim and to employ counsel, at its 
own expense, separate from the counsel employed by Buyer. Whether 
or not Seller chooses to consult in the defense of any such 
claim, all of the parties hereto shall cooperate in the defense 
thereof.

		(h)	Seller shall not be liable under this Section 8.06 
with respect to any Tax resulting from a claim or demand the 
defense of which Seller was not offered the opportunity to assume 
as provided under Section 8.06(f).  No investigation by Buyer or 
any of its Affiliates at or prior to the Closing Date shall 
relieve Seller of any liability hereunder.

	8.07	Refunds and Credits; Carrybacks.

		(a)	The parties shall be entitled to any refunds or 
credits of Taxes as follows:

			(i)	Buyer shall be entitled to all refunds and 
credits of Taxes of (or attributable to) the Subsidiaries to the 
extent such refunds or credits are attributable to a Post-Closing 
Tax Period or to a loss carryforward remaining immediately after 
the Closing Date; and

			(ii)	Seller shall be entitled to all refunds and 
credits of Taxes of (or attributable to) the Subsidiaries to the 
extent such refunds or credits are attributable to a Pre-Closing 
Tax Period but not including the loss carryforwards of the 
Subsidiaries remaining immediately after the Closing Date.

		(b)	Seller shall forward to Buyer or reimburse Buyer 
for any refunds or credits due to Buyer under this Section 8.07 
within thirty (30) days of the actual receipt thereof by Seller 
or any Affiliate, and Buyer shall forward to Seller or reimburse 
Seller for any such refunds or credits due to Seller under this 
Section 8.07 within thirty (30) days of the actual receipt 
thereof by a Buyer or a Subsidiary.

		(c)	Notwithstanding any other provision of this 
Section 8.07, to the extent permitted by applicable law, Buyer 
and the Subsidiaries shall be entitled to the full amount of any 
Tax refund or credit to the extent such refund or credit is 
attributable to the carryback of any tax benefit, loss, 
deduction, credit or attribute of the Subsidiaries from a Post-
Closing Tax Period to a Pre-Closing Tax Period or from the 
Subsidiaries' loss carryforwards remaining immediately after the 
Closing Date.  In the event that applicable law requires a result 
different than that prescribed in the preceding sentence and, 
pursuant to applicable law, a tax benefit, loss, deduction, 
credit or other attribute of Subsidiaries which belongs to Buyer 
under this Section 8.07 shall have been utilized by Seller or any 
Affiliate, then Seller shall pay to Buyer the amount of any such 
Tax benefit, refund or credit to Seller or any Affiliate.  Any 
amount payable pursuant to the preceding sentence shall be paid 
within thirty (30) days of the actual or constructive receipt 
thereof by Seller or any Affiliate.


	ARTICLE IX.

	EMPLOYEE BENEFITS

	9.01	Continued Employment.

		(a)	In accordance with the provisions of this Article 
IX, Buyer shall offer to employ all Transferred Employees who are 
employees of the Seller or Affiliates of the Seller other than 
the Subsidiaries on the Closing Date, and the Subsidiaries shall 
continue the employment of the Transferred Employees who are 
employees of the Subsidiaries as of the Closing Date.  
"Transferred Employee" means all of the following individuals 
who, on the Closing Date, are actively employed by Seller, any 
Affiliate of Seller or the Subsidiaries as regular (not 
temporary) employees:  (i) any person whose job on or before 
July 2, 1994 related primarily to the Business (or who became 
primarily employed in the Business after such date to fill a 
vacancy or to meet the planned needs of the Business in the 
ordinary course) and who is located in the United States, Batam, 
Indonesia or Penang, Malaysia, or is part of the Batam operations 
management group in Singapore (provided, that in the event that 
the RMMI Shares are Excluded Assets, then no employee of RMMI 
shall be a Transferred Employee), (ii) the members of the 
engineering group in Ottowa, Canada, employed primarily in the 
Business, consisting of approximately six people, (iii) the 
worldwide sales force employed primarily in the Business, 
consisting of approximately 38 people, and (iv) any person listed 
on Exhibit L on the Closing Date (which exhibit shall be amended 
from time to time after the date hereof based upon discussions 
between, and with the agreement of, Buyer and Seller).  "Seller 
Transferred Employee" means a Transferred Employee employed by 
the Seller on the Closing Date, and "Subsidiary Employee" means a 
Transferred Employee employed by a Subsidiary on the Closing 
Date.  For the purposes of this Section 9.01, any person who is 
on a disability leave that has lasted not more than 26 weeks, 
authorized leave of absence or military service as of the Closing 
Date shall be considered an active employee (such inactive 
employees who are Seller Transferred Employees shall be offered 
employment by Buyer as of the date they return to active 
employment) but not any other inactive or former employee 
including any person whose disability leave has lasted more than 
26 weeks or who is on unauthorized leave of absence or who has 
terminated his or her employment or retired under the Seller 
Pension Plan (as defined in Section 9.02(a)) on or before the 
Closing Date. 

		(b)	Seller shall provide Buyer with a list of all 
Transferred Employees with addresses as soon as possible after 
the date of execution of this Agreement.  On a date that is not 
fewer than ten days prior to the Closing Date, Buyer shall offer 
employment in writing as of 12:01 a.m. of the day following the 
Closing Date to all Seller Transferred Employees.  Buyer shall 
not assume responsibility for any Seller Transferred Employee 
until such employee signs and returns to Buyer a written form of 
acceptance of the offered terms of employment on or before the 
Closing Date.  Buyer shall hire all Seller Transferred Employees 
to whom it has made such an offer in accordance with this 
paragraph and who accept such offer in the manner and within the 
timeframe specified by Buyer (such Seller Transferred Employees 
hired by Buyer being hereinafter referred to as the "Hired 
Employees").  If Buyer hires a Seller Transferred Employee after 
the Closing Date, except as provided in paragraph (c), below, or 
any other employee previously employed by Seller or any 
Subsidiary, such person shall not constitute a Hired Employee.  
The terms and conditions of Buyer's offer to hire Seller 
Transferred Employees shall be made in writing and shall include 
pertinent conditions as determined in the sole discretion of 
Buyer, subject to the following:

			(i)	For six months following the Closing Date, 
Buyer shall pay each such Hired Employee at the applicable salary 
rate which is not less than the rate paid by Seller to him or her 
immediately preceding the Closing Date provided that the Hired 
Employee continues to perform duties determined by Buyer to be 
comparable to those performed by the Hired Employee while 
employed by Seller immediately prior to the Closing Date;

			(ii)	Buyer shall employ such Hired Employees at 
will; provided that Buyer agrees not to terminate any Hired 
Employee other than for Cause during the one year period 
following the Closing Date unless it provides such terminated 
employee a severance benefit equal to that specified in Schedule 
9.01(b) hereto or, at Buyer's discretion, a severance benefit 
equal to that offered by Seller as of the Closing Date to 
comparably situated employees.  "Cause" means fraud, theft, the 
commission of any crime or similar act, the violation of any 
employment practice or policy of Buyer, or poor employment 
performance.

			(iii)	Hired Employees shall be initially 
assigned to positions as determined by Buyer with 
responsibilities and duties approximately comparable to those 
such Hired Employees had at Seller immediately prior to the 
Closing Date, except as otherwise specifically agreed to by such 
Hired Employee;

			(iv)	no Hired Employee shall, as a condition of 
initial employment by Buyer, be required to take a drug test or a 
physical examination; and

			(v)	Hired Employees shall be eligible to 
participate in the employee benefit plans offered to comparably 
situated employees of Buyer beginning on the date of commencement 
of employment with Buyer in accordance with the terms and 
conditions of such plans, except as provided for herein, 
including without limitation participation in Buyer's plans in 
the manner described in this Article IX (all such employee 
benefits being the same benefits as Buyer provides to its other 
comparable United States employees.

		(c)	Buyer shall have no duty to hire any Seller 
Transferred Employee who has not met, as of the date such Seller 
Transferred Employee's employment was to begin pursuant to this 
Section 9.01, the conditions set forth in Buyer's written offer 
of employment made to the individual or who has not signed and 
returned to Buyer a written form of acceptance of the offered 
terms and conditions of employment on or before the Closing Date.  
Such conditions may include the requirement that the Seller 
Transferred Employee not fail to report to work on the first work 
day for such employee following the Closing Date except due to a 
leave of absence approved by Seller prior to the Closing Date and 
mandatory under the policies and procedures of Seller or 
applicable law.  A Seller Transferred Employee who accepts 
Buyer's offer of employment, but fails to report to work on such 
first work day due to such a leave of absence as set forth in the 
preceding sentence shall be treated as a Hired Employee for 
purposes of this Agreement as of 12:01 a.m. of the day after the 
date the leave expires (the day the leave expires, the "Leave 
Expiration Date"), provided that:  (i) the termination of the 
leave is not caused by the misconduct of or a failure to act by 
such Seller Transferred Employee; (ii) as of the Leave Expiration 
Date such Seller Transferred Employee has met all other 
applicable conditions precedent to employment, (iii) such Seller 
Transferred Employee has, in the case of leave due to disability, 
been medically cleared to return to full-time active employment 
with Seller without restrictions or with restrictions which are 
required to be accommodated by applicable law, and (iv) the Leave 
Expiration Date is no later than 12 weeks after such leave 
commenced for all leaves other than disability and 26 weeks after 
the commencement of such leave due to disability.  
Notwithstanding the foregoing, a Seller Transferred Employee who 
has accepted Buyer's offer of employment and met all conditions 
set forth in Buyer's written offer of employment shall not be 
deemed to have failed to report to work on the first work day for 
such employee if the Seller Transferred Employee is absent due to 
vacation approved by Seller in advance of the Closing Date or a 
medical condition which results in the Seller Transferred 
Employee being absent from work for five or fewer consecutive 
work days on or after the Closing Date.

		(d)	During the period prior to the Closing Date or the 
Leave Expiration Date, if applicable, all Seller Transferred 
Employees, including Seller Transferred Employees accepting 
conditional offers of employment extended by Buyer, will be under 
the exclusive supervision of Seller and subject to Seller's 
policies and procedures.  Thereafter, all Hired Employees will be 
under the exclusive supervision of Buyer and subject to Buyer's 
policies and procedures, and Seller Transferred Employees who do 
not become Hired Employees will remain under the exclusive 
supervision of Seller and subject to Seller's policies and 
procedures.

		(e)	Buyer agrees to provide reasonable accommodations 
as required by applicable law for Seller Transferred Employees 
accepting Buyer's conditional offer of employment.

	9.02	Defined Benefit Pension Plan.

		(a)	Each Hired Employee will cease accruing benefits 
in the Seller Pension Plan (the "Seller Pension Plan") as of the 
Closing Date, or such Hired Employee's Leave Expiration Date, if 
later, (such applicable date hereinafter referred to as the "Plan 
Eligibility Date"), and Seller shall take all necessary action to 
ensure that each Hired Employee is fully vested in his or her 
accrued benefit as of the Plan Eligibility Date under the Seller 
Pension Plan.

		(b)	Buyer has no defined benefit pension plan.

		(c)	No transfer of liabilities or assets shall be made 
from the Seller Pension Plan to the Buyer or any plan maintained 
by Buyer with respect to the accrued benefit of any Hired 
Employee under the Seller Pension Plan.  Seller shall remain 
solely liable for the accrued benefit of any Hired Employee under 
the Seller Pension Plan.

		(d)	Buyer agrees to provide Seller by July 31, 1995 
with the names of all Hired Employees whose employment with Buyer 
terminated between the Closing Date and June 30, 1995.

	9.03	Defined Contribution Pension Plan.

		(a)	As of the Plan Eligibility Date each Hired 
Employee will cease contributing to the Section 401(k) Seller 
Savings and Investment Plan (the "SAVE Plan") and Seller shall 
take all necessary action to ensure that each Hired Employee is 
fully vested in his or her account balance under the SAVE Plan.

		(b)	Each Hired Employee, except for Hired Employees 
who are not within a class of Buyer's employees that are eligible 
to participate in the Buyer 401(k) Plan, shall be eligible to 
participate in the Quantum Employee Savings and Investment Plan 
(the "Buyer 401(k) Plan") as of the Plan Eligibility Date.  

		(c)	The Buyer 401(k) Plan shall recognize as service 
credit for purposes of eligibility for participation and vesting 
the service of a Hired Employee that has been credited for 
purposes of participation and vesting under the SAVE Plan as of 
the Plan Eligibility Date.

		(d)	Transfer of Assets.

			(i)	As soon as practicable after the Closing 
Date, Seller will amend its SAVE Plan to spin off and transfer an 
amount equal to the account balances of the Hired Employees in 
the SAVE Plan valued as of the most recent valuation date 
preceding the date the transfer is made to the Buyer 401(k) Plan.  
Until such valuation date occurs, the account of each Hired 
Employee will continue to accrue, at the rate of return of the 
investment option(s) selected by such Hired Employee in 
accordance with the terms of the SAVE Plan.  Anything in this 
Section 9.03(d) to the contrary notwithstanding, if Buyer 
provides notice to Seller that it has not in good faith been able 
to arrange for the "Transfer" (as defined below in paragraph 
(d)(ii)) to the Buyer 401(k) Plan or elects to defer the Transfer 
until receipt by Seller of a favorable determination letter from 
the Internal Revenue Service with respect to the SAVE Plan that 
takes into account the Tax Reform Act of 1986 and regulations 
promulgated thereunder, such Transfer shall not be executed until 
appropriate arrangements are made or such favorable determination 
letter is received, as the case may be.

			(ii)	If necessary, the Buyer 401(k) Plan will be 
amended to permit the transfer of assets and liabilities from the 
SAVE Plan to the Buyer 401(k) Plan and to ensure, in accordance 
with Section 411(d)(6) of the Code, that no Hired Employee will 
receive an accrued benefit less than the accrued benefit the 
Hired Employee would be entitled to receive under the SAVE Plan 
as of the date immediately prior to the date the transfer occurs.  
(Such transfer of plan assets and liabilities and the acceptance 
of such assets and assumptions of such liabilities shall be 
hereinafter referred to as the "Transfer."

			(iii)	The Transfer will be accomplished in 
full compliance with the applicable provisions of ERISA, the 
Code, and regulations and rulings promulgated thereunder.  
Further, Seller and Buyer agree to cooperate fully and to file in 
a timely manner whatever reports, forms, and notices as are 
necessary under applicable law as a result of, and to effect, the 
Transfer.  The Transfer will be accomplished by way of a single 
transfer of plan assets constituting cash and liabilities, except 
that any outstanding participant loans from the SAVE Plan to 
Hired Employees that are not in default may be transferred in 
kind to the extent not repaid prior to the Transfer.  The 
Transfer will not occur until the Hired Employees' account 
balances under the SAVE Plan have been determined, except to the 
extent that subsequent transfers between the two trusts are 
required to reconcile any errors in the calculations or data.

			(iv)	Seller agrees to provide to Buyer in a timely 
manner all information for each Hired Employee, including without 
limitation, accrued benefits under the SAVE Plan as of the date 
of Transfer, vesting service, and any other employee information 
required by Buyer to determine benefits payable from the Buyer 
401(k) Plan.

	9.04	Welfare Benefit Plans.

		(a)	Hired Employees shall cease participating in all 
employee welfare benefit plans, programs, payroll practices, or 
arrangements maintained by Seller as of 12:01 a.m. on the Plan 
Eligibility Date, unless a different date is required by law.  
Under all of such plans, programs, or arrangements, Hired 
Employees' service as recognized under the comparable Seller 
plans, programs, payroll practices, and arrangements will be 
credited as service with Buyer for purposes of determining 
participation and benefit levels thereunder to the same extent as 
credited by Seller, unless otherwise prohibited by law or the 
terms of any of Buyer's plans and programs that cannot reasonably 
be amended.

		(b)	Buyer will offer coverage for medical and dental 
benefits and group life insurance as of 12:01 a.m. on the day 
following the Plan Eligibility Date to all Hired Employees and 
their dependents (as that term is defined by the respective Buyer 
plans) in accordance with the terms of the relevant Buyer benefit 
plans, except to the extent provided for herein.  As of the Plan 
Eligibility Date, Hired Employees who were participating in 
medical and dental plans of Seller requiring the payment of 
deductibles by or with respect to employees or covered dependents 
will be deemed to have satisfied deductibles specified under the 
Buyer medical and dental plans in which they enroll with respect 
to calendar year 1994 to the extent of the dollar amount of the 
deductibles under Seller's plans that had been satisfied as of 
the Plan Eligibility Date.  Buyer will impose no limitation on 
coverage or participation with respect to a pre-existing 
condition of a Hired Employee or his or her dependents, subject 
to the requirement that a dependent not be "confined" within the 
meaning of the applicable Buyer benefit plan and that such Hired 
Employee or his or her dependents enroll in the relevant Buyer 
benefit plan upon initial eligibility as specified in such plans.  
Any dependent who is "confined" as of the Plan Eligibility Date 
shall be eligible for coverage under respective Buyer plans on 
the day following the last day of confinement.  Buyer and Seller 
shall coordinate (or cause insurance carriers or third party 
administrators to coordinate) medical benefits claims for Hired 
Employees under their respective plans so as to carry out the 
provisions above with respect to Buyer's medical benefits and 
carry out the other applicable provisions of this Agreement.  No 
physical examination or other evidence of insurability shall be 
required of any Hired Employee or his or her dependents with 
respect to enrolling in any of Buyer's medical, dental, life, or 
disability plans or programs as long as such enrollment occurs 
upon initial eligibility to participate in such Buyer plans or 
programs as specified in those plans or programs.

		(c)	If and to the extent offered to comparably 
situated employees, Buyer will initially offer short-term and 
long-term disability benefit coverage to all Hired Employees.  If 
and to the extent available, such participation will cover 
disabilities that occur or recur on or after the Plan Eligibility 
Date in accordance with the terms of the relevant benefit plans.

		(d)	At or prior to the Closing, Seller shall pay Hired 
Employees, by lump sum payment, for the amount of their accrued 
but unused vacation as of the Plan Eligibility Date to the extent 
such accrued vacation exceeds the maximum amount of vacation 
which may be accrued by a similarly situated employee of Buyer as 
of the Plan Eligibility Date under Buyer's vacation policy.  Any 
remaining accrued vacation not paid for in this manner shall be 
retained by such Hired Employees under Buyer's vacation policy, 
and each Hired Employee shall begin to accrue vacation under the 
Buyer vacation policy as of the Plan Eligibility Date.  Seller 
shall pay Buyer for any vacation time taken by any Hired Employee 
who retained vacation time accrued as of the Plan Eligibility 
Date in accordance with this Section 9.04(d) up to the amount of 
such retained vacation for each such Hired Employee, such 
payments to be made promptly after receipt by Seller from Buyer 
of monthly vacation summaries relating to the Hired Employees.

		(e)	Hired Employees who obtained course approval and 
commenced course work under Seller's educational assistance 
policy prior to the Plan Eligibility Date shall be eligible for 
reimbursement by Seller under the terms of such policy whether or 
not the course is completed before the Plan Eligibility Date.  
Hired Employees will be eligible to participate in Buyer's 
educational assistance policy, if any, as of the Plan Eligibility 
Date.

	9.05	Certain Representations and Warranties.

		(a)	Seller represents and warrants to Buyer that with 
respect to Transferred Employees that it has no obligation to 
make any payments or contributions to a multiemployer plan as 
that term is defined in Section 3(37) of the Employee Retirement 
Income Security Act of 1974 ("ERISA"), and has no actual or 
potential liability under Section 4201 of ERISA for any complete 
or partial withdrawal from a multiemployer plan.  Seller 
represents and warrants to Buyer that except for the plans, 
programs, and arrangements listed on Schedule 9.05(a) hereto (the 
"Plans"), and except for any statutory plans, Seller does not 
maintain or contribute to any material plans, programs, or 
arrangements for the benefit of Transferred Employees (i) 
providing any severance or termination pay or other benefits; 
(ii) providing for payment of deferred compensation or retirement 
benefits; and (iii) providing for life, health, disability or 
other welfare-type benefits.

		(b)	Each of Seller and Buyer represents and warrants 
to the other party that it has obtained a favorable determination 
letter from the Internal Revenue Service for its Section 401(k) 
plan evidencing its compliance with applicable provisions of the 
Code and that it has not amended its Section 401(k) plan since 
the issuance of such determination letter, or operated its 
Section 401(k) plan, in such a manner as would result in the 
disqualification of its Section 401(k) plan.  Further, each of 
Seller and Buyer warrants and represents to the other party that 
there has been no non-exempt "prohibited transaction," within the 
meaning of Section 4975(c) of the Code, involving the assets of 
its Section 401(k) plan.  Each of Seller and Buyer has delivered 
to the other party the current plan document, trust or other 
funding arrangement(s), favorable determination letter, any 
summaries of material modifications or summary plan description 
and the last three Form 5500s filed for its Section 401(k) plan.

		(c)	Seller represents and warrants to Buyer that, 
except for any statutory plans, none of the Subsidiaries 
maintains or is the plan sponsor or plan administrator of any 
material plans, programs, or arrangements for the benefit of 
Subsidiary Transferred Employees (i) providing any severance or 
termination pay or other benefits; (ii) providing for payment of 
deferred compensation, retirement benefits or benefits in the 
event of a change of control of a Subsidiary; or (iii) providing 
for life, health, disability or other welfare-type benefits.

	9.06	Responsibility for Non-Pension Benefit Claims.

		(a)	Seller will be responsible for all claims with 
respect to the Hired Employees and their dependents incurred on 
or before the date prior to the Plan Eligibility Date and for all 
benefits or coverages to be provided in the future based on 
employment with Seller through such date (including but not 
limited to retiree benefits), to the extent provided under 
Seller's applicable medical, dental, disability, or other welfare 
benefit or similar plans or programs provided to Transferred 
Employees, including payments on behalf of any persons deriving 
rights under such plans through any such Hired Employees.  Except 
as otherwise provided in this Article IX, Buyer shall be 
responsible for all claims with respect to the Hired Employees 
and their dependents incurred on or after the Plan Eligibility 
Date to the extent provided under Buyer's applicable medical, 
dental, disability, or other welfare benefit or similar plans or 
programs, including payments on behalf of any persons deriving 
rights under such plans through any such Hired Employees.  
Notwithstanding the above, with respect to any dependent who is 
"confined" within the meaning of the applicable Buyer benefit 
plan on the Plan Eligibility Date, Seller shall continue to be 
responsible for such dependent's claims to the extent provided 
under its medical and dental plans until such dependent is no 
longer confined.

		(b)	Seller shall be responsible for any benefit plan 
claims asserted by Transferred Employees who do not become Hired 
Employees and any other current or former Seller employees who do 
not become Hired Employees.

	9.07	Foreign Employees and Employees of Subsidiaries and 
Affiliates.

		(a)	Notwithstanding any provisions herein to the 
contrary, Hired Employees and Subsidiary Transferred Employees 
who work outside the United States at the time of Closing shall 
be treated in accordance with Section 9.01(b)(i), (iii) and (iv) 
as Hired Employees and otherwise shall be treated in the same 
fashion as similarly situated employees of Buyer, but in no event 
will their employee benefit plans, programs or arrangements be 
less than those required by applicable law.

		(b)	Subsidiary Transferred Employees who are U.S 
employees at the time of the Closing shall be treated in 
accordance with Sections 9.01(b)(i)-(iv) as though such employees 
were Hired Employees.  Seller agrees that, if Buyer so requests 
at least 20 days prior to the Closing Date, U.S. Subsidiary 
Transferred Employees shall cease to participate in the Seller's 
Plans and other programs, payroll practices or arrangements 
maintained by Seller upon the Closing Date, and Seller shall 
ensure that, effective as of the Closing Date, none of the 
Subsidiaries are sponsoring or contributing employers of any such 
Plans, programs, practices or arrangements.  If Buyer makes the 
foregoing request, Subsidiary Transferred Employees shall be 
treated in accordance with Sections 9.01(b)(v), 9.02, 9.03, 9.04, 
9.06 and 9.08 as though such employees were Hired Employees.

	9.08	COBRA Coverage.  Seller shall provide to all persons 
entitled thereto, including employees and former employees of 
Seller (and to their spouses and dependents where applicable), 
other than Hired Employees, COBRA health care continuation 
coverage in accordance with Section 4980B of the Code and 
Sections 601 through 608 of ERISA, and shall comply with any 
related requirements thereunder, in connection with any loss of 
coverage by any person under any group health plan sponsored by 
Seller.  Buyer shall have no responsibility to provide COBRA 
health care continuation coverage to any employees or former 
employees of Seller (or to their spouses or dependents) except in 
connection with a loss of coverage, under a group health plan 
(within the meaning of Section 4980B(g)(2) of the Code and 
Section 607(1) of ERISA) maintained or contributed to by Buyer 
("Buyer Health Care Plan"), by or with respect to Hired Employees 
who are eligible under such Buyer Health Plan as employees of 
Buyer.

	9.09	Indemnification.

		(a)	Buyer hereby agrees to indemnify, defend, and hold 
harmless Seller, its Affiliates and their respective directors, 
officers, employees, agents, successors, and assigns against and 
in respect of any and all losses or liability (including damages, 
costs, expenses, and reasonable attorney's fees) that result from 
or relate to any claims, litigation, suit, action, investigation, 
proceeding, or controversy brought by or on behalf of 
(i) provided Seller complies with its obligations contained in 
Section 9.03, any Hired Employee relating to the payment of the 
benefit of such Hired Employee that had accrued under the SAVE 
Plan and which was transferred to the Buyer 401(k) Plan; (ii) any 
Transferred Employee who accepts Buyer's offer of employment and 
is available to report for employment as specified in 
Section 9.01(b) of this Article IX relating to Buyer's failure to 
hire such Transferred Employee; (iii) any Hired Employee relating 
to his or her accrued benefit under the Buyer 401(k) Plan; 
(iv) any Hired Employee relating to any act or failure to act by 
Buyer on or after the Plan Eligibility Date which is inconsistent 
with the obligations Buyer assumes under this Article IX; and 
(v) Seller or any third party relating to any breach or 
obligation of Buyer made in this Article IX.

		(b)	Seller hereby agrees to indemnify, defend, and 
hold harmless Buyer, its Affiliates and their respective 
directors, officers, employees, agents, successors, and assigns 
against and in respect of any and all losses or liability 
(including damages, costs, expenses, and reasonable attorney's 
fees) that result from or relate to any claims, litigation, suit, 
action, investigation, proceeding, or controversy brought by or 
on behalf of (i) any Hired Employee alleging that benefits 
greater than those transferred on his or her behalf relating to 
the SAVE Plan are owed to him or her; (ii) Buyer or any third 
party relating to any breach of any representation or warranty to 
Buyer or covenant or obligation of Seller made in this Article 
IX; (iii) any Hired Employee relating to any act or failure to 
act by Seller, its agents or representatives before the Plan 
Eligibility Date (including, but not limited to, any claim 
relating to the failure of Seller to provide any notices relating 
to the termination of any person required by applicable law); 
(iv) any employee, former employee or employment applicant of 
Seller or an Affiliate of Seller who is not a Hired Employee 
relating, directly or indirectly, to termination of employment, 
prospective employment or employment with Seller (including, but 
not limited to, any claim relating to the failure of Seller to 
provide any notices relating to the termination of any person 
required by applicable law); (v) any Hired Employee relating to 
his accrued benefit under the Seller Pension Plan; (vi) any other 
obligation continuing on or after the Plan Eligibility Date which 
Seller has to any Hired Employee under a benefit, compensation, 
or other employee plan, program, arrangement or agreement under 
the terms of such plan, program, arrangement or agreement; and 
(vii) any employee or former employee of Seller or any third 
party relating to the administration or operations by Seller of 
any employee compensation or benefits plan, program, arrangement 
or agreement maintained by Seller at any time.

	9.10	No Third Party Beneficiaries.  No provision of this 
Article IX shall create any right or benefit in any person not a 
party to this Agreement.  No provision of this Agreement shall 
preclude the amendment or termination of any or all Buyer 
benefits or benefit plans or programs and the provisions of such 
plans and programs in which Hired Employees are eligible to 
participate on or after the Closing Date, but no such amendment 
or termination shall affect any commitments specifically made by 
Buyer under this Article IX.


	ARTICLE X.

	CONDITIONS TO CLOSING

	10.01	Conditions to the Obligations of Each Party.  The 
obligations of Buyer and Seller to consummate the Closing are 
subject to the satisfaction of the following conditions:

		(a)	Any applicable waiting period under the HSR Act 
relating to the transactions contemplated hereby shall have 
expired or been terminated.

		(b)	No provision of any applicable law or regulation 
and no judgment, injunction, order or decree shall prohibit the 
consummation of the Closing.

		(c)	Each of Buyer and Seller shall have executed and 
delivered to the other each of the Ancillary Agreements, in each 
case substantially in the form attached as, or having the 
principal terms specified in, an exhibit to this Agreement.

		(d)	All actions by or in respect of or filings with 
any governmental body, agency, official or authority required to 
permit the consummation of the Closing shall have been obtained.  

		(e)	The right of first refusal of StorageTek pursuant 
to Section 2.2 of the Stockholder's Agreement with respect to the 
transfer of the RMMI Shares pursuant to the RMMI Stock Purchase 
Agreement shall have been waived by StorageTek or the 60 day 
offer period shall have expired without exercise by StorageTek.  
If this condition is not satisfied by reason of StorageTek's 
exercise of the right of first refusal, then this condition shall 
not be a condition to Buyer's or Seller's obligations with 
respect to the purchase and sale of the Business other than RMMI.

	10.02	Conditions to Obligation of Buyer.

	The obligation of Buyer to consummate the Closing is subject 
to the satisfaction of the following further conditions:

		(a)	(i) Seller shall have performed in all material 
respects all of its obligations hereunder required to be 
performed by it at or prior to the Closing Date, (ii) the 
representations and warranties of Seller contained in this 
Agreement and in any certificate or other writing delivered by 
Seller pursuant hereto (disregarding any qualification contained 
therein with respect to materiality or Material Adverse Effect), 
shall be true in all material respects as of the date hereof and 
at and as of the Closing Date, as if made at and as of such date 
with only such exceptions as would not in the aggregate 
reasonably be expected to have a Material Adverse Effect, and 
(iii) Buyer shall have received a certificate signed by an 
officer of Seller to the foregoing effect.  It is understood and 
agreed that Seller's Certificate delivered pursuant to 
Section 10.02(a)(ii) shall specify any representations and 
warranties which to Seller's knowledge are not true as of the 
Closing even if Seller certifies that the changes would not in 
the aggregate reasonably be expected to have a Material Adverse 
Effect, provided that, if any of the conditions referred to in 
clauses (i) and (ii) above have not been fulfilled in any 
respect, Seller may deliver at the Closing a certificate (a 
"Seller Non-Compliance Certificate") specifying the respect in 
which such condition has not been fulfilled, without prejudice to 
the right, if any, of the Buyer not to consummate the 
transactions contemplated hereby as a result of such 
non-fulfillment of such condition.

		(b)	Buyer shall have received (x) an opinion of Testa, 
Hurwitz & Thibeault, counsel to Seller, dated the Closing Date in 
form and substance reasonably satisfactory to Buyer and (y) an 
opinion of Malaysian counsel in form and substance reasonably 
satisfactory to Buyer, regarding the continued tax status of the 
Business in Malaysia.  In rendering such opinions, such counsel 
may rely upon certificates of public officers, as to matters 
governed by other than the federal laws of the United States of 
America, the Commonwealth of Massachusetts and the State of 
Delaware, upon opinions of counsel reasonably satisfactory to 
Buyer, copies of which shall be contemporaneously delivered to 
Buyer, and as to matters of fact, upon certificates of officers 
of Seller.

		(c)	Seller shall have received all Consents and all 
consents, authorizations or approvals from governmental agencies 
relating to the execution, delivery and performance by Seller of 
this Agreement and the Ancillary Agreements, except any such 
Consents or consents, authorizations or approvals the failure to 
obtain which would not have a Material Adverse Effect, in each 
case in form and substance reasonably satisfactory to Buyer.

		(d)	Buyer shall have received all documents it may 
reasonably request relating to the existence of Seller and the 
authority of Seller to enter into and perform this Agreement, all 
in form and substance reasonably satisfactory to Buyer.

		(e)	All actions, proceedings, instruments and 
documents required to carry out this Agreement shall be 
reasonably satisfactory in form and substance to counsel for 
Buyer.

		(f)	As of the Closing, Seller shall have assigned and 
transferred to Buyer (i) all indebtedness of each of the 
Subsidiaries to Seller and (ii) all payables of each of the 
Subsidiaries to Seller.

		(g)	Buyer shall have received the audited and 
unaudited financial statements specified in Section 5.04.

		(h)	At least 30 days prior to the Closing, Seller 
shall have completed and delivered to Buyer a baseline 
environmental assessment.

		(i)	Buyer shall have received, with respect to each of 
the Purchased Assets constituting title to real property or a 
leasehold interest therein, such assurance as is customary in the 
jurisdiction in which the same is located (including, where 
applicable, title opinion, title insurance and related survey) 
that Buyer shall have acquired such title or leasehold interest 
free and clear of all Liens, except Permitted Liens.

	10.03	Conditions to Obligations of Seller.  The 
obligation of Seller to consummate the Closing is subject to the 
satisfaction of the following further conditions:

		(a)	(i) Buyer shall have performed in all material 
respects all of its obligations hereunder required to be 
performed by it at or prior to the Closing Date, (ii) the 
representations and warranties of Buyer contained in this 
Agreement and in any certificate or other writing delivered by 
Buyer pursuant hereto (disregarding any qualification contained 
therein with respect to materiality or Material Adverse Effect) 
shall be true in all material respects as of the date hereof and 
at and as of the Closing Date, as if made at and as of such date 
with only such exceptions as would not in the aggregate 
reasonably be expected to have a Material Adverse Effect, and 
(iii) Seller shall have received a certificate signed by an 
officer of Buyer to the foregoing effect, provided that, if any 
of the conditions referred to in clauses (i) and (ii) above have 
not been fulfilled in any respect, Buyer may deliver at the 
Closing a certificate (a "Buyer Non-Compliance Certificate") 
specifying the respect in which such condition has not been 
fulfilled, without prejudice to the right, if any, of the Seller 
not to consummate the transactions contemplated hereby as result 
of such non-fulfillment of such condition.

		(b)	Seller shall have received an opinion of Cooley 
Godward Castro Huddleson & Tatum, counsel to Buyer, dated the 
Closing Date in customary form.  In rendering such opinion, such 
counsel may rely upon certificates of public officers, as to 
matters governed by the laws of jurisdictions other than the laws 
of the States of California and Delaware or the federal laws of 
the United States of America, upon opinions of counsel reasonably 
satisfactory to Seller, copies of which shall be 
contemporaneously delivered to Seller, and as to matters of fact, 
upon certificates of officers of Buyer.

		(c)	Buyer shall have received all consents, 
authorizations or approvals from governmental agencies referred 
to in Section 4.03, except any such consents, authorizations or 
approvals the failure to obtain which would not have a Material 
Adverse Effect, in each case in form and substance reasonably 
satisfactory to Seller.

		(d)	Seller shall have received all documents it may 
reasonably request relating to the existence of Buyer and the 
authority of Buyer to enter into and perform this Agreement, all 
in form and substance reasonably satisfactory to Seller.

		(e)	Seller shall have received the cash payment and 
the Note described in Section 2.06.


	ARTICLE XI.

	SURVIVAL; INDEMNIFICATION

	11.01	Survival.  The covenants, agreements, 
representations and warranties of the parties hereto contained in 
this Agreement or in any certificate or other writing delivered 
pursuant hereto or in connection herewith shall survive for one 
year from the Closing, except as follows:  (i) in the case of 
Sections 5.06 and 6.02, for the period set forth therein, (ii) in 
the case of Sections 5.10, 6.01, 9.04(d) and 11.02(a)(ii) and 
(iii), indefinitely, and (iii) in the case of the covenants, 
agreements, representations and warranties contained in Articles 
VIII and IX, until expiration of the applicable statutory period 
of limitations (giving effect to any waiver, mitigation or 
extension thereof).  Notwithstanding the preceding sentence, any 
covenant, agreement, representation or warranty in respect of 
which indemnity may be sought under Section 11.02 shall survive 
the time at which it would otherwise terminate pursuant to the 
preceding sentence, if notice of the inaccuracy or breach thereof 
giving rise to such right to indemnity shall have been given to 
the party against whom such indemnity may be sought prior to such 
time.

	11.02	Indemnification.

		(a)	Seller hereby indemnifies Buyer and its 
Affiliates, officers, directors, agents and employees against and 
agrees to hold each of them harmless from any and all direct, 
indirect or consequential damage, loss, claim, liability and 
expense (including, without limitation, reasonable expenses of 
investigation and reasonable attorneys' fees and expenses in 
connection with any action, suit or proceeding) (collectively, 
"Loss") incurred or suffered by Buyer or any of its Affiliates, 
officers, directors, agents or employees arising out of:

			(i)	any misrepresentation or breach of warranty, 
covenant or agreement made or to be performed by Seller pursuant 
to this Agreement (except to the extent disclosed by Seller in a 
Seller Non-Compliance Certificate delivered pursuant to Section 
10.02(a) which is waived by Buyer);

			(ii)	any Excluded Liability or any obligation or 
liability of the Business relating to the Excluded Assets; or

			(iii)	any Remedial Action required by law or 
by Court Order to the extent that such Remedial Action is 
performed in connection with acts or omissions occurring or 
conditions existing prior to Closing;

provided that Buyer shall not be entitled to indemnification 
under Section 11.02(a)(i) with respect to any event or state of 
facts (including a series of related events or state of facts) 
(an "Event of Loss") unless (A) the aggregate amount of Loss 
arising out of such Event of Loss is $50,000 or more (a "Material 
Loss") and (B) the aggregate amount of Loss with respect to all 
Material Losses under this Section 11.02(a)(i) exceeds $5,000,000 
and then Buyer shall have the right to seek indemnification but 
only to the extent that the aggregate amount of such Material 
Losses exceeds $5,000,000.  Seller's maximum liability under 
Section 11.02(a)(i) shall not exceed 50% of the Purchase Price.

		(b)	Buyer hereby indemnifies Seller and its Affiliates 
against and agrees to hold each of them harmless from any and all 
Loss incurred or suffered by Seller or any of its Affiliates, 
officers, directors, agents and employees arising out of any 
misrepresentation or breach of warranty, covenant or agreement 
made or to be performed by the Buyer pursuant to this Agreement 
(except to the extent disclosed by Buyer in a Buyer 
Non-Compliance Certificate delivered pursuant to Section 
10.03(a)) provided that Seller shall not be entitled to 
indemnification under this Section 11.02(b) with respect to any 
Event of Loss unless (i) such Loss is a Material Loss and (ii) 
the aggregate amount of Loss with respect to all Material Losses 
under this Section 11.02(b) exceeds $5,000,000 and then Seller 
shall have the right to seek indemnification, but only to the 
extent that the aggregate amount of such Material Losses exceeds 
$5,000,000.  Buyer's maximum liability under Section 11.02(b) 
shall not exceed 50% of the Purchase Price.

	11.03	Procedures; Exclusivity.  The party seeking 
indemnification under Section 11.02 (the "Indemnified Party") 
agrees to give prompt written notice to the party against whom 
indemnity is sought (the "Indemnifying Party") of the assertion 
of any claim, or the commencement of any suit, action or 
proceeding in respect of which indemnity may be sought under such 
Section.  The Indemnifying Party may, and at the request of the 
Indemnified Party shall, participate in and control the defense 
of any such suit, action or proceeding at its own expense.  The 
Indemnifying Party shall not be liable under Section 11.02 for 
any settlement effected without its consent of any claim, 
litigation or proceeding in respect of which indemnity may be 
sought hereunder.

		(a)	After the Closing, Article XI shall provide the 
exclusive remedy for any misrepresentation, breach of warranty 
covenant or other agreement (other than those contained in 
Sections 2.06, 5.04, 5.05, 5.06, 5.07, 6.01, 6.02 and 13.08 and 
Articles VIII and IX) or other claim arising out of this 
Agreement or the transactions contemplated hereby.


	ARTICLE XII.

	TERMINATION

	12.01	Grounds for Termination.  This Agreement may be 
terminated at any time prior to the Closing:

		(i)	by mutual written agreement of Seller and Buyer;

		(ii)	by either Seller or Buyer if the Closing shall not 
have been consummated on or before December 15, 1994; or

		(iii)	by either Seller or Buyer if there shall be 
any law or regulation that makes the consummation of the 
transactions contemplated hereby illegal or otherwise prohibited 
or if consummation of the transactions contemplated hereby would 
violate any nonappealable final order, decree or judgment of any 
court or governmental body having competent jurisdiction.

	The party desiring to terminate this Agreement pursuant to 
clauses (ii) or (iii) shall give notice of such termination to 
the other party.

	12.02	Effect of Termination.  If this Agreement is 
terminated as permitted by Section 12.01, such termination shall 
be without liability of either party (or any shareholder, 
director, officer, employee, agent, consultant or representative 
of such party) to the other party to this Agreement provided that 
if such termination shall result from the willful failure of 
either  party to fulfill a condition to the performance of the 
obligations of the other party or to perform a covenant of this 
Agreement or from a willful breach by either party to this 
Agreement, such party shall be fully liable for any and all 
Losses incurred or suffered by the other party as a result of 
such failure or breach.  The provisions of Sections 13.03 and 
13.09 shall survive any termination hereof pursuant to Section 
12.01.


	ARTICLE XIII.

	MISCELLANEOUS

	13.01	Notices.  All notices, requests and other 
communications to either party hereunder shall be in writing 
(including telecopy or similar writing) and shall be given, 

		if to Buyer, to: 

		Quantum Corporation
		500 McCarthy Blvd.
		Milpitas, CA  95035
		Attention:  Chief Financial Officer
		Telecopy:  (408) 894-3223

		with a copy to: 

		Cooley Godward Castro Huddleson & Tatum
		One Maritime Plaza, 20th Floor
		San Francisco, CA 94111
		Attention:  James C. Gaither, Esq.
		Telecopy:  (415) 951-3699

		if to Seller, to:

		Digital Equipment Corporation
		111 Powdermill Road
		Maynard, MA  01754
		Attention:  Charles F. Christ
		Telecopy:   (508) 841-3522

		with a copy to:

		Digital Equipment Corporation
		111 Powdermill Road
		Maynard, MA 01754
		Attention:  Molly Brennan, Esq.
		Telecopy:  (508) 493-6049
		
		and:

		Testa, Hurwitz & Thibeault 
		53 State Street 
		Boston, MA 02109 
		Attention:  Linda DeRenzo, Esq.
		Telecopy:   (617) 248-7100 

	13.02	Amendments; No Waivers.  

		(a)	Any provisions of this Agreement may be amended or 
waved prior to the Closing Date if, and only if, such amendment 
or waiver is in writing and signed, in the case of an amendment, 
by the Buyer and Seller, or in the case of a waiver, by the party 
against whom the waiver is to be effective.

		(b)	No failure or delay by either party in exercising 
any right, power or privilege hereunder shall operate as a waiver 
thereof nor shall any single or partial exercise thereof preclude 
any other or further exercise thereof or the exercise of any 
other right, power or privilege.  The rights and remedies herein 
provided shall be cumulative and not exclusive of an rights or 
remedies provided by law. 

	13.03	Expenses.  Except as otherwise provided herein, 
all costs and expenses incurred in connection with this Agreement 
shall be paid by the party incurring such cost or expense.  No 
portion of Seller's costs and expenses shall be allocated to the 
Business.

	13.04	Successors and Assigns.  The provisions of this 
Agreement shall be binding upon and inure to the benefit of the 
parties hereto and their respective successors and assigns, 
provided that neither party may assign, delegate or otherwise 
transfer any of its rights or obligations under this Agreement 
without the consent of the other party hereto except that Buyer 
may transfer or assign, in whole or from time to time in part, to 
one or more of its Affiliates, the right to purchase all or a 
portion of the Purchased Assets, but no such transfer or 
assignment will relieve Buyer of its obligations hereunder.

	13.05	Governing Law.  This Agreement shall be construed 
in accordance with and governed by the laws of the Commonwealth 
of Massachusetts, without regard to the conflicts of law rules of 
such Commonwealth.

	13.06	Counterparts; Effectiveness.  This Agreement may 
be signed in two counterparts, each of which shall be an 
original, with the same effect as if the signatures thereto and 
hereto were upon the same instrument.  This Agreement shall 
become effective when each party hereto shall have received a 
counterpart hereof signed by the other party hereto.

	13.07	Entire Agreement.  This Agreement, the Ancillary 
Agreements and the Non-Disclosure Agreement dated as of May 11, 
1994 (as supplemented on June 6, 1994) between Seller and Buyer 
constitute the entire agreement between the parties with respect 
to the subject matter hereof and thereof and supersede all prior 
agreements, understandings and negotiations, both written and 
oral, between the paries with respect to the subject matter 
thereof.  No representation, inducement, promise, understanding, 
condition or warranty not set forth herein or therein has been 
made or relied upon by either party hereto.  None of this 
Agreement, the Ancillary Agreements and the Non-Disclosure 
Agreement dated as of May 11, 1994 (as supplemented on June 6, 
1994) between Seller and Buyer, nor any provision hereof or 
thereof, is intended to confer upon any Person other than the 
parties hereto any rights or remedies hereunder or thereunder.

	13.08	Bulk Sales Law.  Buyer and Seller each hereby 
waive compliance by Seller with the provisions of the "bulk 
sales," "bulk transfer" or similar laws of any state.  Seller 
agrees to indemnify and hold Buyer harmless against any and all 
claims, losses, damages, liabilities, costs and expenses incurred 
by Buyer or any of its affiliates as a result of any failure to 
comply with any such "bulk sales," "bulk transfer" or similar 
laws.

	13.09	Arbitration.  Any and all disputes or 
controversies, whether of law or fact of any nature whatsoever, 
arising from or respecting this Agreement shall be decided by 
arbitration by Judicial Arbitration Mediation Services, Inc. 
("JAMS") in accordance with the rules and regulations of JAMS, or 
by any other body mutually agreed upon by the parties.  Pre-
arbitration discovery shall be permitted at the request of either 
party under appropriate protection for proprietary and 
confidential business information.

	Before filing a demand for arbitration, a party must send 
the other party written notice identifying the matter in dispute 
and invoking the procedures in this paragraph.  Such written 
notice shall be sent promptly after the party knew or reasonably 
should have known of an alleged violation of this Agreement.  
Within fifteen (15) days after such written notice is given, the 
Chief Executive Officers of each party shall meet at a mutually 
agreeable location for the purpose of determining whether they 
can resolve the dispute themselves by written agreement.  If, 
within the fifteen (15) day period, after such meeting, the 
parties fail to resolve the dispute by written agreement the 
complaining party may then initiate the arbitration process by 
filing a demand with JAMS or such other body as the parties may 
agree upon.  Nothing in this paragraph shall prevent a party from 
seeking temporary equitable relief, from JAMS or such other body 
as the parties may mutually agree upon, during the fifteen (15) 
day period if necessary to prevent irreparable harm.

	The arbitrators shall be selected as follows:  Buyer and 
Seller shall each select one independent, qualified arbitrator 
and the two arbitrators so selected shall select the third 
arbitrator.  Either party may disqualify any individual 
arbitrator who is a present or past employee, owner, or 
consultant to the opposing party or a competing organization.  

	Arbitration shall take place at the location (which must be 
within one of the 25 largest metropolitan areas in the 
continental United States) specified by the party which did not 
demand arbitration hereunder.  At the request of either party, 
arbitration proceedings will be conducted in the utmost secrecy 
and, in such case, all documents, testimony and records shall be 
received, heard and maintained by the arbitrators in secrecy 
under seal, available for inspection only by Buyer and Seller, 
their respective attorneys, and their respective experts, 
consultants or witnesses who shall agree, in advance and in 
writing, to receive all such information confidentially and to 
maintain such information in secrecy, and make no use of such 
information except for the purposes of the arbitration, until 
such information shall become generally known.

	The arbitrators, who shall act by majority vote, shall be 
able to decree any and all relief of an equitable nature, 
including but not limited to such relief as a temporary 
restraining order, a temporary injunction, or a permanent 
injunction, and shall also be able to award damages, with or 
without an accounting and costs.  The decree or judgment of an 
award rendered by the arbitrators may be entered in any court 
having jurisdiction over the parties.

	Reasonable notice of the time and place of arbitration shall 
be given to persons other than the parties, if such notice is 
required by law, in which case such persons or their authorized 
representatives shall have the right to attend or participate in 
the arbitration hearing in such manner as the law shall require.

	If any action is necessary to enforce or interpret the terms 
of this Agreement, the prevailing party shall be entitled to 
reasonable attorneys' fees, costs, and necessary disbursements in 
addition to any other relief to which that party may be entitled.

	13.10	Captions.  The captions herein are included for 
convenience of reference only and shall be ignored in the 
construction or interpretation hereof.


	IN WITNESS WHEREOF, the parties hereto here caused this 
Agreement to be duly executed by their respective authorized 
officers as of the day and year first above written.

						DIGITAL EQUIPMENT CORPORATION


						By: /s/ CHARLES F. CHRIST
						Title:  VP, Components Division


						QUANTUM CORPORATION

						By: /s/ WILLIAM J. MILLER
						Title:  Chairman of the Board and
								Chief Executive Officer


						QUANTUM PERIPHERALS (EUROPE) S.A.


						By: /s JOSEPH T. RODGERS
						Title:  Director



	EXHIBIT I
	NOTE TO SELLER
	(SUMMARY OF TERMS)


Obligor:			Quantum Corporation

Amount:			$70 million

Maturity:			2 years from the Closing Date

Interest:			12% per annum, payable quarterly.

Mandatory Redemption:	$35 million due on the first anniversary 
of the Closing Date; and remaining $35 
million due on the second anniversary of the 
Closing Date.

Optional Prepayment:	The Note may be prepaid during the first 
120 days following the Closing Date without 
premium.  Callable any time thereafter at 
reasonable and customary premiums to be 
determined as of the Closing Date.

Subordination:		Senior to existing convertible subordinated 
debt of Buyer, subordinated to up to 
$435,000,000 of senior debt, pari passu with 
all other debt of Buyer.

Remarketing:		Note shall be issued pursuant to an indenture 
to allow Seller to securitize the Note.  
Seller shall not make a public sale of 
interests in the Note prior to 120 days 
following the Closing Date.  All costs and 
expenses incurred in connection with 
remarketing the Note shall be borne by 
Seller.

Right of Offset:		Seller may offset amounts owed to Buyer 
under the Supply Agreement upon a default by 
Buyer in the punctual payment of principal 
when due or interest within ten days of the 
due date.

Covenants:			Reasonable and customary covenants 
having such terms as will permit Seller in 
its reasonable judgment to securitize and 
sell the Note, including covenants regarding 
additional indebtedness, use of proceeds, 
issuance of preferred stock, debt of 
subsidiaries, limitations on restricted 
payments and negative pledge; provided that 
in any event covenants shall be satisfactory 
to the banks providing financing in 
connection with the transaction contemplated 
by this Agreement and shall not interfere 
with:

				(i)	conduct of Buyer's business in the 
ordinary course;
				(ii)	any financing in connection with the 
transaction contemplated by this 
Agreement;
				(iii)	maintenance of up to a total of 
$635,000,000 of  indebtedness for 
borrowed money;
				(iv)	any additional equity investment by MKE;
				(v)	the capitalization or operations or 
business of RMMI;
				(vi)	any restructuring of or sale or purchase 
of assets by Buyer.


Defaults:			(i)	failure to pay interest and principal 
when due (subject to reasonable and 
customary cure periods);
				(ii)	bankruptcy;
				(iii)	undischarged and unstayed 
judgments;
				(iv)	cross acceleration; and
				(v)	change of control.


EXHIBITS

Exhibit A:	Accounting Convention
Exhibit B-1: 	RMMI Head Supply Agreement
Exhibit B-2:	RMMI MR Head Manufacturing and Supply Agreements
Exhibit C:	RMMI Stock Purchase Agreement
Exhibit D:	Seller-Buyer Lease
Exhibit E:	Form of Seller-Buyer Patent Assignment Agreement
Exhibit F:	Form of Seller-Buyer Software Assignment and 
License Agreement
Exhibit G:	Form of Seller-Buyer Supply Agreement
Exhibit H:	Form of Seller-Buyer Transition and Services 
Agreement
Exhibit I:	Note to Seller
Exhibit J:	Form of Assignment and Assumption Agreement
Exhibit K:	Right of Entry Agreement
Exhibit L:	Transferred Employees
Exhibit M:	Seller-Buyer Trademark Assignment Agreement


SCHEDULES

Schedule 3.05	Consents
Schedule 3.06(a)	Financial Statements of the Business
Schedule 3.06(b)	Projections
Schedule 3.07	Certain Changes
Schedule 3.08(a)	Real Property
Schedule 3.08(b)	Personal Property
Schedule 3.08(d)	Permitted Liens
Schedule 3.09	Sufficiency of Purchased Assets
Schedule 3.12	Litigation
Schedule 3.13	Contracts
Schedule 3.14	Licenses and Permits
Schedule 3.15	Summary of Insurance Coverage
Schedule 3.17	Intellectual Property
Schedule 3.18	Certain Employees
Schedule 3.20	Environmental Matters
Schedule 3.21	Subsidiaries
Schedule 5.08	Capital Expenditure Plan
Schedule 6.02	Digital Tradename
Schedule 8.03	Tax Matters
Schedule 9.01(b)	Severance Benefits
Schedule 9.05(a)	Seller Benefit Plans
 

EX-4

	EXHIBIT C


	STOCK PURCHASE AGREEMENT
	(RMMI)



	among:


	QUANTUM CORPORATION,
	a Delaware corporation;


	DIGITAL EQUIPMENT CORPORATION,
	a Massachusetts corporation;

and

	ROCKY MOUNTAIN MAGNETICS, INC.,
	a Delaware corporation

	                               
	Dated as of July 18, 1994
	                               


	STOCK PURCHASE AGREEMENT



	THIS STOCK PURCHASE AGREEMENT is entered into as of July 18, 
1994, by and among QUANTUM CORPORATION, a Delaware corporation 
having its principal place of business a 500 McCarthy Boulevard, 
Milpitas, California 95035 ("Purchaser"), ROCKY MOUNTAIN MAGNETICS, 
INC., a Delaware corporation having its principal place of 
business at 2270 South 88th Street, Louisville, Colorado 80028 
("RMMI"), and DIGITAL EQUIPMENT CORPORATION, a Massachusetts 
corporation having its principal place of business at 146 Main 
Street, Maynard, Massachusetts 01754 ("Selling Stockholder").


	RECITALS

	(A)	Selling Stockholder owns 810 shares of the common stock 
of RMMI (the "Shares"), which constitute eighty-one percent (81%) 
of the outstanding capital stock of RMMI.

	(B)	Selling Stockholder wishes to sell all of the Shares to 
Purchaser on the terms set forth in this Agreement as one of a 
number of transactions relating to the sale of its disk drive 
business to Purchaser.  The sale of the disk drive business is 
occurring pursuant to the Stock and Asset Purchase Agreement of 
even date herewith by and among Purchaser, Selling Stockholder 
and Quantum Peripherals (Europe), S.A. (the "Acquisition 
Agreement").

	(C)	The remaining 190 shares of outstanding RMMI Common 
Stock are owned by Storage Technology Corporation, a Delaware 
corporation ("StorageTek").  Under a Stockholders' Agreement 
dated August 19, 1992 by and among StorageTek, RMMI and Selling 
Stockholder (the "Stockholders' Agreement"), StorageTek has a 
right of first refusal to purchase the Shares at the price and on 
the terms set forth herein.  Promptly following execution of this 
Agreement, Selling Stockholder will submit this transaction to 
StorageTek to comply with the requirements of the Stockholders' 
Agreement.

	(D)	If the Closing hereunder occurs, the parties intend for 
Selling Stockholder to assign to Purchaser, and Purchaser to 
assume, the rights and obligations of Selling Stockholder under 
the Stockholders' Agreement, as well as certain other agreements 
specified below in Section 5.

	(E)	Certain defined terms used in this Agreement are 
defined in Exhibit A attached hereto.



	AGREEMENT

		Purchaser, RMMI and Selling Stockholder, intending to 
be legally bound, agree as follows:

SECTION 1.	SALE AND PURCHASE OF SHARES.

	1.1	Sale And Purchase Of Shares.  At the Closing, Selling 
Stockholder shall sell, assign, transfer and deliver all of the 
Shares to Purchaser and Purchaser shall purchase the Shares from 
Selling Stockholder, on the terms and subject to the conditions 
set forth in this Agreement.

	1.2	Purchase Price; Deposit.  The purchase price for the 
Shares shall be $100,000,000 in cash (the "Purchase Price").  
Promptly upon execution of this Agreement, Purchaser shall 
deliver to Selling Stockholder a bank or certified check in the 
amount of $25,000,000, representing a prepayment of a portion of 
the Purchase Price (together with accrued interest thereon, the 
"Deposit").  The Deposit shall be held by the Selling Stockholder 
in an interest bearing account. The Deposit shall be applied 
toward the Purchase Price at Closing, provided that the Deposit 
shall be returned to Purchaser upon the earlier of (i) the 
termination of this Agreement in accordance with Section 8.14 and 
(ii) delivery by StorageTek to Selling Stockholder of a Purchase 
Notice (as defined in the Stockholders' Agreement).

	1.3	Closing.

		(a)	The closing of the sale of the Shares to Purchaser 
(the "Closing") shall take place at the offices of Testa, Hurwitz 
& Thibeault in Boston, Massachusetts concurrent with the closing 
under the Acquisition Agreement.

		(b)	At the Closing:

			(i)	Selling Stockholder shall deliver to 
Purchaser the stock certificates representing the Shares, duly 
endorsed (or accompanied by duly executed stock powers) and 
Purchaser shall pay the Purchase Price, less the Deposit, to 
Selling Stockholder, in immediately available funds by wire 
transfer to an account of Selling Stockholder with a bank in 
Boston, Massachusetts designated by Selling Stockholder by notice 
to Purchaser no later than two business days prior to the 
Closing;

			(ii)	Selling Stockholder shall execute and deliver 
to Purchaser and RMMI a certificate (the "Closing Certificate") 
setting forth Selling Stockholder's representations and 
warranties that (A) except as expressly set forth in the Closing 
Certificate, each of the representations and warranties made by 
RMMI and Selling Stockholder in this Agreement is accurate in all 
material respects as of the Closing Date as if made on the 
Closing Date, (B) each of the covenants and obligations that RMMI 
and Selling Stockholder are required to have complied with or 
performed pursuant to this Agreement at or prior to the Closing 
has been duly complied with and performed in all material 
respects, and (C) the closing condition specified in Section 
6.1(a)(ii) below has been satisfied; and

			(iii)	the parties shall enter into an assumption 
and assignment agreement as contemplated in Section 5 below.

SECTION 2.	REPRESENTATIONS AND WARRANTIES OF RMMI AND
		SELLING STOCKHOLDER.

	RMMI and Selling Stockholder jointly and severally represent 
and warrant, to and for the benefit of Purchaser, as follows:

	2.1	Certificate Of Incorporation And Bylaws; Records. 

		(a)	RMMI has delivered to Purchaser, or will have 
delivered to Purchaser prior to the Closing Date, accurate and 
complete copies of:

			(i)	the stock records of RMMI; and

			(ii)	the minutes and other records of the meetings 
and other proceedings (including any actions taken by written 
consent or otherwise without a meeting) of the stockholders of 
RMMI, the board of directors of RMMI and all committees of the 
board of directors of RMMI.

There have been no meetings or other proceedings of the 
stockholders of RMMI, the board of directors of RMMI or any 
committee of the board of directors of RMMI that are not fully 
reflected in such minutes or other records.

		(b)	There has not been any violation of any of the 
provisions of RMMI's certificate of incorporation or bylaws or of 
any resolution adopted by RMMI's stockholders, RMMI's board of 
directors or any committee of RMMI's board of directors; and no 
event has occurred, and no condition or circumstance exists, that 
might (with or without notice or lapse of time) constitute or 
result directly or indirectly in such a violation.

		(c)	The books of account, stock records, minute books 
and other records of RMMI are accurate, up-to-date and complete, 
and have been maintained in accordance with sound and prudent 
business practices.  All of the records of RMMI are in the actual 
possession and direct control of RMMI or Selling Shareholder.  

SECTION 3.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.

	Purchaser represents and warrants, to and for the benefit of 
Selling Stockholder, as follows:

	3.1	Acquisition Of Shares.  Purchaser is acquiring the 
Shares for its own account and without the intention of making a 
public distribution thereof.

	3.2	Authority; Binding Nature Of Agreement.  Purchaser has 
the right, power and authority to enter into and perform its 
obligations under this Agreement;  the execution, delivery and 
performance of this Agreement by Purchaser has been duly 
authorized by all necessary action on the part of Purchaser and 
its Board of Directors; and this Agreement will constitute the 
legal, valid and binding obligation of Purchaser, enforceable 
against Purchaser in accordance with its terms.

SECTION 4.	PRE-CLOSING COVENANTS OF RMMI AND SELLING STOCKHOLDER.

	4.1	Access And Investigation.  RMMI and Selling Stockholder 
shall ensure that, at all times during the Pre-Closing Period:  

		(a)	RMMI and its representatives provide Purchaser and 
its representatives with free and complete access to RMMI's 
representatives, personnel and assets and to all existing books, 
records, tax returns, work papers and other documents and 
information relating to RMMI;

		(b)	RMMI and its representatives provide Purchaser and 
its Representatives with such copies of existing books, records, 
tax returns, work papers and other documents and information 
relating to RMMI as Purchaser may request in good faith; and

		(c)	RMMI and its representatives compile and provide 
Purchaser and its representatives with such additional financial, 
operating and other data and information regarding RMMI as 
Purchaser may request in good faith.

	4.2	Operation Of Business.  RMMI and Selling Stockholder 
shall ensure that during the Pre-Closing Period, Purchaser will 
be kept fully advised of all significant developments in the 
business, operations and financial affairs of RMMI and shall not 
take any action to which Purchaser may reasonably object.  In 
addition, without limitation of the generality of the foregoing, 
RMMI and Selling Stockholder shall ensure that during the Pre-
Closing Period, other than transactions to which Purchaser gives 
its prior written consent:

		(a)	Selling Stockholder does not directly or 
indirectly sell or otherwise transfer, or offer, agree or commit 
(in writing or otherwise) to sell or otherwise transfer, any of 
the Shares or any interest in or right relating to any of the 
Shares (except to StorageTek pursuant to exercise of StorageTek's 
right of first refusal pursuant to the Stockholders' Agreement to 
purchase the Shares on the terms and conditions set forth 
herein);

		(b)	Selling Stockholder does not permit, and does not 
offer, agree or commit (in writing or otherwise) to permit, any 
of the Shares to become subject, directly or indirectly, to any 
Encumbrance;

		(c)	RMMI conducts its operations exclusively in the 
Ordinary Course of Business and in the same manner as such 
operations have been conducted prior to the date of this 
Agreement;

		(d)	RMMI does not declare, accrue, set aside or pay 
any dividend or make any other distribution in respect of any 
shares of capital stock, and does not repurchase, redeem or 
otherwise reacquire any shares of capital stock or other 
securities;

		(e)	RMMI does not sell or otherwise issue any shares 
of capital stock or any other securities;

		(f)	RMMI does not amend its certificate of 
incorporation or bylaws, and does not effect or become a party to 
any Acquisition Transaction, recapitalization, reclassification 
of shares, stock split, reverse stock split or similar 
transaction;

		(g)	RMMI does not agree, commit or offer (in writing 
or otherwise), and does not attempt, to take any of the actions 
described in clauses (d) through (f) of this Section 4.2.

	4.3	Notification.

		During the Pre-Closing Period, RMMI and Selling 
Stockholder shall promptly notify Purchaser of any event, 
occurrence or condition that would either (i) constitute a breach 
of this Agreement or (ii) have a material adverse effect on the 
business of RMMI or the transactions contemplated hereunder.

	4.4	Compliance With Stockholder's Agreement.  Seller shall 
comply with the terms of the Stockholders' Agreement.

SECTION 5.	ASSIGNMENT AND ASSUMPTION OF AGREEMENTS.

	5.1	At the Closing, subject to the consent condition 
referred to below, Selling Stockholder shall assign and Purchaser 
shall assume the rights and obligations of Selling Stockholder 
under the following agreements which were entered into in 
connection with the formation of RMMI:

		(a)	The Asset Transfer Agreement by and among Selling 
Stockholder, StorageTek and RMMI dated August 19, 1992;

		(b)	The Stockholders' Agreement by and among Selling 
Stockholder, StorageTek and RMMI dated August 19, 1992;

		(c)	The Technology License Option Agreement by and 
between Selling Stockholder and StorageTek dated August 19, 1992;

		(d)	The Technology Cross License Agreement by and 
between Selling Stockholder and RMMI dated August 19, 1992; and

		(e)	The Non-Competition and Confidentiality Agreement 
by and among StorageTek, Selling Stockholder and RMMI dated 
August 19, 1992.

	Selling Stockholder shall cause RMMI to take any necessary 
actions to effect the foregoing assignments, and shall endeavor 
to obtain the consent of StorageTek to such assignments.  The 
assignment of agreements identified in items (a) through (c) 
shall be made only with the consent of StorageTek.  In the case 
of the agreements identified in items (d) and (e), if the consent 
of StorageTek is not obtained, then if requested by Purchaser, 
Selling Stockholder shall cause RMMI to make the assignment in 
any event.  During the Pre-Closing Period, neither Selling 
Stockholder nor RMMI shall agree to any amendment of or waiver 
under the foregoing agreements without the prior written consent 
of Purchaser.

SECTION 6.	CONDITIONS PRECEDENT.

	6.1	Obligation To Close.

		(a)	The purchase and sale of the Shares shall be 
subject to the conditions that (i) the StorageTek right of first 
refusal with respect to the Shares shall have been waived or the 
60 day offer period shall have expired without exercise by 
StorageTek and (ii) the closing under the Acquisition Agreement 
shall occur simultaneously with the Closing hereunder.

		(b)	Purchaser's obligation to purchase the Shares 
shall be subject to the condition that Selling Stockholder shall 
have delivered the Closing Certificate specified in Section 
1.3(b)(ii).

SECTION 7.	INDEMNIFICATION.

	In the event that the Shares are purchased by StorageTek 
pursuant to the exercise of its right of first refusal under the 
Stockholders' Agreement on the terms and conditions set forth 
herein, then Selling Stockholder shall indemnify and hold 
harmless StorageTek as and to the same extent that Selling 
Stockholder indemnifies and holds harmless Purchaser under 
Section 11.02 of the Acquisition Agreement (such indemnity to 
apply to representations and warranties of Seller under the 
Acquisition Agreement insofar as they relate to RMMI), and 
subject to deductibles and maximums prorated based on the ratio 
of the Purchase Price hereunder to that under the Acquisition 
Agreement.

SECTION 8.	MISCELLANEOUS PROVISIONS.

	8.1	Further Assurances.  Each party hereto shall execute 
and/or cause to be delivered to each other party hereto such 
instruments and other documents, and shall take such other 
actions, as such other party may reasonably request (prior to, at 
or after the Closing) for the purpose of carrying out or 
evidencing any of the transactions contemplated hereby.

	8.2	Notices.  Any notice or other communication required or 
permitted to be delivered to any party under this Agreement shall 
be in writing and shall be deemed properly delivered, given and 
received when delivered (by hand, by registered mail, by courier 
or express delivery service or by telecopier) (i) if to Purchaser 
or Selling Stockholder, to the address or telecopier number set 
forth beneath the name of such party in Section 13.01 of the 
Acquisition Agreement (or to such other address or telecopier 
number as such party shall have specified pursuant to the terms 
thereto), or (ii) if to RMMI, to the principal place of business 
of RMMI addressed to the attention of the Chief Executive 
Officer.

	8.3	Headings.  The underlined headings contained in this 
Agreement are for convenience of reference only, shall not be 
deemed to be a part of this Agreement and shall not be referred 
to in connection with the construction or interpretation of this 
Agreement.

	8.4	Counterparts.  This Agreement may be executed in 
several counterparts, each of which shall constitute an original 
and all of which, when taken together, shall constitute one 
agreement.

	8.5	Governing Law; Arbitration.  This Agreement shall be 
construed in accordance with, and governed in all respects by, 
the internal laws of the Commonwealth of Massachusetts (without 
giving effect to principles of conflicts of laws).  Any and all 
disputes or controversies whether of law or fact of any nature 
whatsoever arising from or respecting this Agreement shall be 
decided by arbitration by Judicial Arbitration Mediation 
Services, Inc. in accordance with the provisions of Section 13.09 
of the Acquisition Agreement.

	8.6	Assignment.  This Agreement may not be assigned by 
either Purchaser or Selling Stockholder without the prior written 
consent of the other party; provided, however, that Purchaser may 
assign its rights hereunder to a wholly-owned subsidiary or in 
connection with the sale of all or substantially all of the 
assets of its business to which its ownership of Shares relates.

	8.7	Remedies Cumulative; Specific Performance.  The rights 
and remedies of the parties hereto shall be cumulative (and not 
alternative).  The parties each individually agree and 
acknowledge that its violation or breach of, or default under, or 
its threatened violation or reach of, or default under, any of 
the provisions of this Agreement will cause irreparable damage to 
the other party, and that the other party will have no adequate 
remedy at law for such violation, breach or default or such 
threatened violation, breach or default.  Accordingly, each party 
hereto agrees that the non-violating party shall be entitled as a 
matter of right to an injunction, specific performance, or other 
appropriate equitable relief from any court of competent 
jurisdiction, restraining any further violation of such provision 
or affirmatively compelling such offender to carry out its 
obligations hereunder.  Such right to equitable relief shall be 
cumulative and in addition to whatever remedies the non-violating 
party may have at law or in equity.

	8.8	Waiver.  

		(a)	No failure on the part of any Person to exercise 
any power, right, privilege or remedy under this Agreement, and 
no delay on the part of any Person in exercising any power, 
right, privilege or remedy under this Agreement, shall operate as 
a waiver of such power, right, privilege or remedy; and no single 
or partial exercise of any such power, right, privilege or remedy 
shall preclude any other or further exercise thereof or of any 
other power, right, privilege or remedy.  

		(b)	No Person shall be deemed to have waived any claim 
arising out of this Agreement, or any power, right, privilege or 
remedy under this Agreement, unless the waiver of such claim, 
power, right, privilege or remedy is expressly set forth in a 
written instrument duly executed and delivered on behalf of such 
Person; and any such waiver shall not be applicable or have any 
effect except in the specific instance in which it is given.

	8.9	Amendments.  This Agreement may not be amended, 
modified, altered or supplemented other than by means of a 
written instrument duly executed and delivered on behalf of 
Purchaser and Selling Stockholder.

	8.10	Severability.  In the event that any provision of this 
Agreement, or the application of any such provision to any Person 
or set of circumstances, shall be determined to be invalid, 
unlawful, void or unenforceable to any extent, the remainder of 
this Agreement, and the application of such provision to Persons 
or circumstances other than those as to which it is determined to 
be invalid, unlawful, void or unenforceable, shall not be 
impaired or otherwise affected and shall continue to be valid and 
enforceable to the fullest extent permitted by law.

	8.11	Parties In Interest.  None of the provisions of this 
Agreement is intended to provide any rights or remedies to any 
Person other than the parties hereto and their respective 
successors and assigns (if any).

	8.12	Entire Agreement.  This Agreement, the Acquisition 
Agreement and the Ancillary Agreements (as defined therein) set 
forth the entire understanding of the parties relating to the 
subject matter thereof and supersede all prior agreements and 
understandings among or between any of the parties relating to 
the subject matter thereof.

	8.13	Construction.  The parties hereto agree that any rule 
of construction to the effect that ambiguities are to be resolved 
against the drafting party shall not be applied in the 
construction or interpretation of this Agreement.  As used in 
this Agreement, the words "include" and "including," and 
variations thereof, shall not be deemed to be terms of 
limitation, but rather shall be deemed to be followed by the 
words "without limitation."  



	8.14	Termination.  This Agreement shall terminate and be of 
no further force or effect:

		(i)	immediately upon the termination of the 
Acquisition Agreement or the occurrence of the Closing 
thereunder; or

		(ii)	immediately upon the closing of a purchase of the 
Shares by StorageTek pursuant to exercise of its right of first 
refusal under the Stockholders' Agreement on the terms and 
conditions set forth herein.



	The parties hereto have caused this Agreement to be executed 
and delivered as of July 18, 1994.

	"PURCHASER":				QUANTUM CORPORATION,

							By: /s/ WILLIAM J. MILLER
								Chairman of the Board and
								  Chief Executive Officer


	"RMMI":					ROCKY MOUNTAIN MAGNETICS, INC.,

							By: /s/ CHARLES F. CHRIST
								Chairman of the Board


	"SELLING STOCKHOLDER":			DIGITAL EQUIPMENT CORPORATION



							By: /s/ CHARLES F. CHRIST
								VP, Components Division



	EXHIBIT A

	CERTAIN DEFINITIONS

		For purposes of the Agreement (including this 
Exhibit A):

	Acquisition Transaction.  "Acquisition Transaction" shall 
mean any transaction involving:  

		(a)	the sale or other disposition of all or any 
portion of RMMI's business or assets (other than in the Ordinary 
Course of Business); 

		(b)	the issuance, sale or other disposition of (i) any 
capital stock of RMMI, (ii) any option, call, warrant or right 
(whether or not immediately exercisable) to acquire any capital 
stock of RMMI, or (iii) any security, instrument or obligation 
that is or may become convertible into or exchangeable for any 
capital stock of RMMI; or 

		(c)	any merger, consolidation, business combination, 
share exchange, reorganization or similar transaction involving 
RMMI.

	Closing.  "Closing" shall have the meaning specified in 
Section 1.3(a) of the Agreement.

	Closing Certificate.  "Closing Certificate" shall have the 
meaning specified in Section 1.3(b)(ii) of the Agreement.

	Closing Date.  "Closing Date" shall have the meaning 
specified in Section 1.3(a) of the Agreement.

	Encumbrance.  "Encumbrance" shall mean any lien, pledge, 
hypothecation, charge, mortgage, security interest, encumbrance, 
equity, trust, equitable interest, claim, preference, right of 
possession, lease, tenancy, license, encroachment, covenant, 
infringement, interference, order, proxy, option, right of first 
refusal, preemptive right, community property interest, legend, 
defect, impediment, exception, reservation, limitation, 
impairment, imperfection of title, condition or restriction of 
any nature (including any restriction on the voting of any 
security, any restriction on the transfer of any security or 
other asset, any restriction on the receipt of any income derived 
from any asset, any restriction on the use of any asset and any 
restriction on the possession, exercise or transfer of any other 
attribute of ownership of any asset).

	Liability.  "Liability" shall mean any debt, obligation, 
duty or obligation of any nature (including any unknown, 
undisclosed, unmatured, unaccrued, unasserted, contingent, 
indirect, conditional, implied, vicarious, derivative, joint, 
several or secondary liability), regardless of whether such debt, 
obligation, duty or liability would be required to be disclosed 
on a balance sheet prepared in accordance with generally accepted 
accounting principles and regardless of whether such debt, 
obligation, duty or liability is immediately due and payable.

	Ordinary Course Of Business.  An action taken by or on 
behalf of RMMI shall not be deemed to have been taken in the 
"Ordinary Course of Business" unless:

		(a)	such action is recurring in nature, is consistent 
with RMMI's past practices and is taken in the ordinary course of 
RMMI's normal day-to-day operations;

		(b)	such action is taken in accordance with sound and 
prudent business practices;

	Person.  "Person" shall mean any individual or Entity.

	Pre-Closing Period.  "Pre-Closing Period" shall mean the 
period commencing as of the date of the Agreement and ending on 
the Closing Date.

	Purchase Price.  "Purchase Price" shall have the meaning 
specified in Section 1.2 of the Agreement.

	Purchaser.  "Purchaser" shall mean Quantum Corporation, a 
Delaware corporation.

	Shares.  "Shares" shall have the meaning specified in 
Recital "1" to the Agreement.

EX-3

SUPPLEMENTAL AGREEMENT
TO STOCK AND ASSET PURCHASE AGREEMENT

	This SUPPLEMENTAL AGREEMENT TO STOCK AND ASSET PURCHASE 
AGREEMENT (the "Supplemental Agreement"), dated as of October 3, 
1994, between DIGITAL EQUIPMENT CORPORATION, a Massachusetts 
corporation ("Seller"), QUANTUM CORPORATION, a Delaware 
corporation ("Buyer"), and QUANTUM PERIPHERALS (EUROPE) S.A., a 
wholly owned subsidiary of Buyer ("Quantum Europe"), supplements 
and modifies that certain Stock and Asset Purchase Agreement 
dated as of July 18, 1994, between Seller, Buyer and Quantum 
Europe, as amended by Amendment No. 1, dated as of October 3, 
1994 (as so amended, the "Agreement").  Capitalized terms used 
and not otherwise defined herein shall have the meanings given 
such terms in the Agreement.

WITNESSETH:

	WHEREAS, Seller, Buyer and Quantum Europe have entered into 
the Agreement pursuant to which Buyer and Quantum Europe agreed 
to purchase substantially all of the assets of the Business from 
Seller, upon the terms and subject to the conditions set forth 
therein;

	WHEREAS, subject to the terms and conditions contained 
herein, the parties desire to supplement and modify the Agreement 
in the manner set forth below.

	NOW, THEREFORE, in consideration of the foregoing and the 
representations, warranties, covenants and agreements herein 
contained, the parties hereto agree as follows:

	1.	Closing.  The Closing shall take place on October 3, 
1994 at 9:00 a.m., Boston time, or at such other date and time as 
Seller and Buyer may agree, and shall be effective as of 12:01 
a.m., local time, in each location of the Business, on the date 
on which the Closing shall occur.

	2.	Real Property Survey and Title Insurance.  Buyer shall 
be responsible for all real property survey and title insurance 
costs with respect to the Shrewsbury I and II facility related to 
the Closing; provided, however, that Seller shall reimburse Buyer 
at Closing for $2,400 of such costs.  The facility known as 
Shrewsbury I and II that is being purchased by Buyer pursuant to 
the Agreement shall be valued at $16.4 million.

	3.	Offers to European Employees.  Notwithstanding the 
provisions of Article IX of the Agreement, the Transferred 
Employees who are located in Europe (the "European Employees") 
received written offers of employment from Buyer on September 23, 
1994, and shall have until October 14, 1994 to return to Buyer a 
written form of acceptance of the offered terms of employment.

Buyer shall not assume responsibility for any such Transferred 
Employee unless and until such employee signs and returns to 
Buyer the written form of acceptance on or before such date.  The 
European Employees shall be treated in the same manner as 
Transferred Employees located in the United States with regard to 
accrued vacation and premium benefits.

	4.	Intercompany Indebtedness.  Notwithstanding Section 
10.02(f) of the Agreement, immediately upon: (i) transfer of the 
Shares of the Malaysian Subsidiary to Buyer and (ii) receipt of 
any required governmental approvals for transfer of such funds:

		(A)	Buyer shall cause the Malaysian Subsidiary to pay 
to Seller the "certified accounts payable and advances, net of 
accounts receivables" as defined in Section 2.3 of the Interim 
Management Agreement, dated October 3, 1994, by and between 
Seller and Buyer (the "Malaysian Interim Agreement"); and

		(B)	Seller shall upon receipt of such payment 
immediately pay to Buyer as a post purchase adjustment an amount 
equal to the amount received from the Malaysian Subsidiary.

	5.	Funds Flow.  Schedule A sets forth an accurate 
description of the funds flow as of the Closing and the 
transactions contemplated thereby.  Any payments to be made by 
Seller or Buyer to the other as a result of any adjustments 
pursuant to Schedule A shall be made promptly upon agreement 
between Seller and Buyer regarding the amount of such adjustment.

	6.	Definitions.  The definitions of "Ancillary Agreements" 
and "MR Heads Agreements" shall be amended in their entirety to 
read as follows:

"Ancillary Agreements" means the Assignment 
and Assumption Agreement, Seller-Buyer Supply 
Agreement, Note, MR Heads Agreements, RMMI 
Stock Purchase Agreement, Seller-Buyer Lease, 
Seller-Buyer Patent Assignment Agreement, 
Seller-Buyer Software Assignment and License 
Agreement, Seller-Buyer Transition and 
Services Agreement, Right of Entry Agreement, 
Seller-Buyer Trademark Assignment Agreement, 
License for Use and Agreement for 
Maintenance, Etc. of Helipad, dated as of 
October 3, 1994, by and between Seller and 
Buyer, License for Maintaining and Agreement 
for Removal of Fiber Optics Cable, dated as 
of October 3, 1994 between Seller and Buyer, 
Agreement for Joint Maintenance of Jointly 
Owned Fire Suppression System, dated as of 
October 3, 1994, by and between Seller and 
Buyer, Interim Management Agreement, dated as 
of October 3, 1994, by and between Seller and 
Buyer, Indemnification Agreement with Respect 
to Health Care Coverage, dated as of October 
3, 1994, between Seller and Buyer, Japan 
Interim Management Agreement, dated as of 
October 3, 1994, by and between Seller and 
Buyer, and Module Manufacturing Agreement 
dated as of October 3, 1994, by and between 
Seller and Buyer.

"MR Heads Agreements" means the Agreement 
Regarding Disk Drive Heads, dated as of 
October 3, 1994, by and between Seller and 
Buyer; the Manufacturing Services Agreement, 
dated as of October 3, 1994, by and between 
Seller and Buyer; and the Heads Supply 
Agreement, dated as of October 3, 1994, by 
and between Seller and Buyer.

	7.	Transfer of Japanese and Malaysian Purchased Assets.  
Seller and Buyer agree that the Shares of the Malaysian 
Subsidiary, and the Business and related assets located in Japan 
(the "Japanese Business") cannot be effectively transferred in 
accordance with applicable law on the Closing Date.  Seller and 
Buyer agree that (i) Seller shall operate the Malaysian 
Subsidiary and the Japanese Business in accordance with the 
Malaysian Interim Agreement and the Japan Interim Agreement, each 
dated as of October 3, 1994, by and between Seller and Buyer (the 
"Malaysia Interim Agreement" and the "Japan Interim Agreement", 
respectively), (ii) Seller shall transfer the Shares of the 
Malaysian Subsidiary and the Japanese Business as soon as 
practicable after the Closing Date in accordance with Article II 
of the Agreement, (iii) without limiting the foregoing, Seller's 
representations and warranties under Sections 3.10, 3.11 and 3.16 
of the Agreement (disregarding any qualification therein with 
respect to materiality or Material Adverse Effect), each as they 
relate to the Shares of the Malaysian Subsidiary and the Japanese 
Business, shall be true in all material respects, as if made at 
and as of the respective dates of the transfers thereof with only 
such exceptions as would not in the aggregate reasonably be 
expected to have a Material Adverse Effect (disregarding, in the 
case of Sections 3.10 and 3.16, any exceptions that do not arise 
from Seller's breach of the Malaysia Interim Agreement and the 
Japan Interim Agreement, respectively, and, in the case of 
Section 3.11, any exceptions that arise as the result of any 
Liens that are not the result of any act or omission of Seller or 
its affiliates), and (iv) the obligations of the parties to 
consummate the respective transfers of the Shares of the 
Malaysian Subsidiary and the Japanese Business are subject to the 
satisfaction of the conditions of the respective parties set 
forth in Section 10.01(b) and (d), Section 10.02 (c), (e), (f) 
and (i) and Section 10.03, (c) and (d).  Seller covenants and 
agrees that neither Seller nor the Malaysian Subsidiary shall 
grant any license or make any assignment of Intellectual Property 
used or owned by the Malaysian Subsidiary or the Japanese 
Business without the prior written consent of Buyer. In the event 
that the transfer of either the Shares of the Malaysian 
Subsidiary or the Japanese Business is not consummated on or 
before April 3, 1995, then in lieu of such transfer, Seller and 
Buyer shall negotiate in good faith to determine the cost to 
Buyer of the failure of Seller to transfer the Shares of the 
Malaysian Subsidiary or the Japanese Business, as the case may 
be; provided that if Seller and Buyer are not able to agree as to 
such cost within a reasonable period of time, the dispute shall 
be subject to arbitration in accordance with Section 13.09 of the 
Agreement.  Within ten days after determination of such cost, 
whether by mutual agreement or by arbitration, Seller shall pay 
to Buyer the determined amount by wire transfer as directed by 
Buyer.  Notwithstanding that the Shares of the Malaysian 
Subsidiary and the Japanese Business are not transferred at the 
Closing, the Closing Statement shall be prepared as if such 
transfer had occurred at the Closing.  

	8.	Indonesian Incentive Grants.  Seller and Buyer agree 
that with respect to the incentive grants made and to be made by 
the Indonesian government in connection with capital expenditures 
of the Business, the approximately S$2.5 million received by 
Seller prior to the Closing Date shall be an Excluded Asset 
retained by Seller and the approximately S$1.5 million to be 
received by Seller after the Closing Date shall be a Purchased 
Asset, to be promptly remitted to Buyer if received by Seller.  
Should Buyer take any voluntary action or fail to take any action 
(other than the payment of an amount of money that Seller refuses 
to reimburse) that causes Seller to be required to return all or 
any portion of the pre-Closing incentive grant already received 
by Seller to the Indonesian government, Buyer shall pay to Seller 
an amount equal to the amount so returned. 

	9.	Benefits for Disabled Employees.  The parties agree 
that Buyer or RMMI shall bear the cost of any continued health, 
dental and life insurance coverage ("Continued Benefits") 
provided to RMMI employees who are treated as disabled under 
Seller's disability plan as of the Closing Date ("RMMI Disabled 
Employees"), for a period of up to the first 26 weeks of each 
such RMMI Disabled Employee's disability.  Thereafter, Seller 
shall be responsible for providing RMMI Disabled Employees with 
such Continued Benefits as Seller provides to disabled employees 
of Seller from time to time.  In order to implement the 
foregoing, Seller and Buyer shall enter into a separate agreement 
under which Seller will use its best efforts to arrange for such 
Continued Benefits to be provided under Seller's employee benefit 
programs, with appropriate reimbursement from Buyer or RMMI for 
the entire liability incurred by Seller for coverage during the 
periods for which they are to bear the cost of the Continued 
Benefits.  In any event, the parties agree that the expenses of 
providing any Continued Benefits shall be allocated as described 
above, without regard to whether Continued Benefits are provided 
under Seller's or Buyer's employee benefits programs or under 
other arrangements.  This agreement shall not be construed as a 
commitment by Seller to maintain Continued Benefits at the 
current levels or for any specified period of time after it 
assumes responsibility for the expenses of such Continued 
Benefits.

	10.	Records Retention.

		(a)	With respect to personnel documents and related 
information that is not physically turned over to Buyer upon the 
Closing, Seller agrees to retain and preserve that material and 
allow Buyer access to it on the following terms: (i) Seller will 
maintain those records for a minimum of three years after the 
Closing Date (consistent with federal EEO record keeping 
requirements); (ii) during that three-year period, Buyer shall be 
allowed to access those records as needed on written request of a 
representative of Buyer to be designated for that purpose; (iii) 
Seller shall not require Buyer to obtain a subpoena or release 
from any former employee whose records accessed, absent unusual 
circumstances requiring such measures; (iv) Seller shall appoint 
a person responsible for facilitating Buyer's access to those 
records, and all requests for access shall be accommodated 
promptly, and in no event later than five business days; and (v) 
at the end of the three-year retention period, Seller shall give 
30 days' notice prior to destruction of any such materials, and 
upon notice by Buyer to Seller within such 3,3-day period Seller 
shall deliver to Buyer possession of the originals of those 
materials in lieu of their destruction.

		(b) 	With respect to the books and records referenced 
in the first sentence of Section 6.01 of the Agreement, (i) Buyer 
agrees to retain and preserve those books and records for a 
period of three years after the Closing Date; and (ii) at the end 
of the three-year retention period, Seller shall,, within two 
months, identify those of such records, if any, which Seller must 
be granted access to pursuant to Section 6.01 in order to allow 
compliance by Seller with applicable laws or regulations, and, 
with respect to such records, Buyer shall give Seller 30 days' 
notice prior to any destruction of any such books and records, 
and upon notice by Seller to Buyer within such 36)-day period 
Buyer shall deliver to Seller possession of the copies of those 
materials in lieu of their destruction.

	11.	Expenses for Relocation of Fiber Optic Cable.  Buyer 
will reimburse Seller for up to $25,000 of expenses incurred by 
Seller in connection with the relocation of the fiber optic cable 
described in the License for Maintaining and Agreement for 
Removal of Fiber Optic Cable between Buyer and Seller dated as of 
October 3, 1994.

	12.	Miscellaneous.  Article XIII of the Agreement is 
incorporated by this reference herein and shall govern this 
Supplemental Agreement.  This Supplemental Agreement shall 
terminate and be of no further force or effect upon termination 
of the Agreement.


	IN WITNESS WHEREOF, the parties hereto here caused this 
Agreement to be duly
executed by their respective authorized officers as of the day 
and year first above written.

						DIGITAL EQUIPMENT CORPORATION 

						By: /s/ CHARLES F.  CHRIST
						Title: VP, Components Division


						QUANTUM CORPORATION

						By: /s/ JOSEPH T. RODGERS
						Title: Executive VP, Finance,
								Chief Financial Officer
								 and Secretary


						QUANTUM PERIPHERALS (EUROPE) S.A.

						By: /s/ JOSEPH T. RODGERS		
						Title: Director

EX-2

AMENDMENT NO.1
dated as of 
October 3, 1994
to
Stock and Asset Purchase Agreement
dated as of 
July 18, 1994
among
Digital Equipment Corporation,
Quantum Corporation,
and
Quantum Peripherals (Europe) S.A.




WHEREAS Digital Equipment Corporation ("Seller"), Quantum 
Corporation ("Buyer") and Quantum Peripherals (Europe) S.A. have 
entered into a Stock and Asset Purchase Agreement dated as of 
July 18, 1994 (the "Agreement"); and

WHEREAS, the parties to the Agreement desire to amend and 
supplement the agreement in certain respects as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and 
agreements herein contained, and intending to be legally bound, 
the parties hereto agree as follows:


	Section 1.  Definitions.  Capitalized terms used herein and 
not defined shall have the respective meanings set forth in the 
Agreement.

	Section 2.  Amendments.  The following sections of the 
Agreement shall be amended as follows:

	(a)	Section 2.03(i) shall be revised to add the following 
at the end of such subsection: "provided that Buyer's 
obligations under purchase orders and purchase 
commitments shall be limited to the assumption of the 
purchase orders and purchase commitments totalling 
$286 million summarized on Exhibit AA to this 
Amendment."

	(b)	Section 2.03(ii) shall be deleted in its entirety.

	(c)	The definition of "Excluded Liabilities" contained in 
Section 2.04 shall be amended by deleting the following 
phrase from the end of clause (vi) thereof:  "to the 
extent that the aggregate liability for warranties for 
such products assumed by Buyer assumed pursuant to 
Section 2.03(ii) exceeds $10,000,000."

	(d)	Section 2.06(a) shall be amended by changing the cash 
portion of the Purchase Price from $330,000,000 to 
$290,000,000 ($190,000,000 in the event that StorageTek 
shall exercise its right of first refusal pursuant to 
Section 2.2 of the RMMI Stockholders' Agreement).  

	(e)	Section 2.08(a) shall be amended by adding the 
following sentence at the end thereof:  "In addition, 
as another adjustment to the Purchase Price, Seller 
agrees to pay Buyer the amount, if any, by which the 
capital expenditures made by Seller related to the 
Business in the quarter ended October 1, 1994 are less 
than $29,000,000 ($23,110,000 if the RMMI Shares are 
Excluded Assets)."

	(f)	The definition of "Closing Statement" contained in 
Section 2.08(b) shall be revised to read in its 
entirety:

"Closing Statement means a statement of 
inventories, property, plant and equipment as 
of the Closing Date.  Inventories shall be 
calculated, after deducting reserves for 
shortages, excess and obsolete inventories 
(with excess and obsolescence calculated 
based on the unit forecast underlying the 
revenue projections dated September 11, 1994; 
provided that if Buyer's own forecast as of 
the Closing Date of the sales of products 
formerly produced by Seller is higher than 
the forecast underlying the September 11, 
1994 forecast, then such higher forecast 
shall be used), based upon the lower of (a) 
Seller's standard cost, calculated in 
accordance with the Accounting Convention and 
(b) market not to exceed net realizable 
value.  Property, plant and equipment shall 
be calculated in accordance with the 
Accounting Convention."

	(g)	The definition of "Property, Plant and Equipment 
Reference Value" contained in Section 2.08(b) shall be 
amended to add the following words at the end of such 
definition:  "plus the amount, if any, of the payment 
in respect of capital expenditures to be made by Seller 
pursuant to Section 2.08(a) as amended by Amendment 
No.1 hereto."

	(h)	The definition of "Target Inventory Reference Value" 
contained in Section 2.08(b) shall be amended to read 
in full as follows:  "Target Inventory Reference Value" 
means $160,000,000 ($158,600,000 in the event that the 
RMMI Shares are Excluded Assets)."

	(i)	Section 2.08(c) shall be amended (i) by adding the 
following phrase after the words "Accounting 
Convention": "(except as to inventories which shall be 
calculated, after deducting reserves for shortages, 
excess and obsolete inventories (with excess and 
obsolescence calculated based on the unit forecast 
underlying the revenue projections dated September 11, 
1994; provided that if Buyer's own forecast as of the 
Closing Date of the sales of products formerly produced 
by Seller is higher than the forecast underlying the 
September 11, 1994 forecast, then such higher forecast 
shall be used), based upon the lower of (a) Seller's 
standard cost, calculated in accordance with the 
Accounting Convention, and (b) market not to exceed net 
realizable value"; (ii) by adding the following phrase 
after the words "Property, Plant and Equipment 
Reference Value": "and of the capital expenditures made 
by Seller related to the Business in the quarter ended 
October 1, 1994;" and (iii) by adding the words "and 
Seller's accountants and employees" in lieu of the word 
"accountants" after the word "Buyer's" at the beginning 
of the last sentence thereof.

	(j)	Section 2.08(d) shall be amended by adding the phrase 
"or the calculation of capital expenditures made by 
Seller" after the words "Property, Plant and Equipment 
Reference Value" in the first place where these words 
appear and "and the calculation of capital expenditures 
made by Seller" in the second place where these words 
appear.

	(k)	Section 2.08(e) shall be amended by adding the 
following sentence at the end of such section:  "In a 
similar manner, the capital expenditures made by Seller 
related to the Business in the quarter ended October 1, 
1994 shall be reviewed and determined."

	(l)	Section 2.08(f) shall be amended by adding the phrase 
"and of the calculation of capital expenditures made by 
Seller" after the words "Property, Plant and Equipment 
Reference Value."

	(m)	Section 2.08(g) shall be amended (i) by adding the 
following sentence at the beginning of such section:  
"The purchase price adjustment relating to the capital 
expenditures made by Seller related to the Business in 
the quarter ended October 1, 1994 shall be estimated by 
Seller and paid to Buyer by Seller on the Closing Date, 
subject to adjustment pursuant to the terms of this 
Section 2.08." and (ii) by adding the word "other" 
after the word "Any" at the beginning of the section 
and (iii) by adding the words "and the calculation of 
capital expenditures made by Seller" after the words 
"Property, Plant and Equipment Reference Value" in each 
place where these words appear in this section.

	(n)	Section 3.06 shall be deleted in its entirety and the 
following provisions shall be inserted in lieu thereof: 
 
			"3.06  Financial Statements; Projections.

				(a)  The Statement of Net Assets 
and the unaudited consolidated statement of 
operations for the Business for the fiscal 
year ended July 2, 1994, and the unaudited 
balance sheets and statements of operations 
for the Subsidiaries and the Batam, Indonesia 
operations of the Business (on a pro forma 
basis) as of such date and for such period, 
attached hereto as Schedule 3.06(a), with 
such amendments as have been specifically 
identified in Exhibit BB hereto (which 
exhibit shall be delivered prior to 
Closing)(as so amended, the "Financial 
Statements" of the Business) report, on a 
basis consistent with the accounting policies 
and procedures described in the Accounting 
Convention, the financial position of the 
Business as of the date thereof and its 
results of operations for the period then 
ended.  This representation shall not survive 
the Closing."

				(b)  The projections dated 
September 11, 1994 for the first quarter of 
fiscal year 1995 and the forecast of unit 
sales for the second quarter of fiscal year 
1995 attached hereto as Exhibit CC and DD, 
respectively, were prepared in good faith, 
and neither the Finance Manager for the 
Business nor the Vice President, Components 
Division, nor the Vice President, Sales and 
Marketing, of the Seller believes that such 
projections and forecast are materially 
incorrect or overstated, it being understood 
that projections and forecasts of this nature 
are not guarantees of future performance.  
This representation shall not survive the 
Closing."

The parties agree that no representation shall be deemed to have 
been made as of the date of the Agreement under Section 3.06, or 
Section 3.22 as it relates to Section 3.06, that this new 
Section 3.06 (and Section 3.22 as it relates to Section 3.06) 
speaks only as of the Closing Date, and that neither this new 
Section 3.06 or Section 3.22 as it relates to Section 3.06 shall 
give rise to any contractual claim, for indemnification or 
otherwise, under the Agreement, provided that nothing contained 
herein shall be deemed to limit Buyer's rights or remedies in the 
case of fraud.

	(o)	The third and fourth sentences of Section 5.04 are 
hereby amended and restated in their entirety to read 
as follows:

In addition, prior to the Closing Date, 
Seller and the Subsidiaries shall prepare and 
deliver to Buyer (i) audited statements of 
the assets and liabilities of the Business on 
a carve-out basis as of the end of the fiscal 
years ending on or about the end of June 1993 
and 1994, (ii) audited statements of 
operations for the Business on a carve-out 
basis for the fiscal years ending on or about 
the end of June 1992, 1993 and 1994, (iii) an 
unaudited statement of the assets and 
liabilities of the Business on a carve-out 
basis as of the end of the last full fiscal 
quarter ending more than 30 days prior to the 
Closing Date and (iv) unaudited statements of 
operations for the Business on a carve-out 
basis for each of the fiscal quarters ending 
more than 30 days prior to the Closing Date, 
beginning with the fiscal quarter ending on 
or about the end of June 1993, in each case 
in accordance with generally accepted 
accounting principles.  In addition, as 
promptly as practicable after the Closing 
Date, Seller shall provide Buyer, and Buyer 
shall cooperate with Seller in the 
preparation of, (x) unaudited statements of 
operations for the period from July 3, 1994 
through the Closing Date, and balance sheets 
as of the Closing Date, for each of RMMI and 
the Malaysian Subsidiary, in each case 
prepared in accordance with the Accounting 
Convention, together with an analysis 
thereof, and (y) an unaudited statement of 
operations with respect to the operations of 
the Business conducted in Batam, Indonesia on 
a carve-out basis for the period referred to 
in clause (x) and an unaudited statement of 
the assets and liabilities of such operations 
on a carve-out basis as of the Closing Date, 
in each case in accordance with the 
Accounting Convention, together with an 
analysis thereof.

	(p)	Section 5.10 shall be amended (i) to insert the words 
", upon request," after the words "Buyer agrees" at the 
beginning of such section; (ii) to insert the words ", 
digital linear tape drives and solid state memory 
devices" after the words "relating to 3 1/2 inch 
drives" in the first sentence thereof and (iii) 
deleting the words "50% of" appearing in the first 
sentence thereof .

	(q)	Section 11.02(a)(i) shall be amended to add the 
following phrase at the end of the parenthetical clause 
at the end of such section: "and excluding the 
representations contained in Section 3.06, and Section 
3.22 to the extent it relates to Section 3.06)."

	(r)	Exhibit I shall be amended to read in full as set forth 
on Exhibit I to this Amendment No.1.


	Section 3.  Excess Material; Purchases by Seller.  Seller 
hereby commits to purchase, upon the written request of Buyer, 
disk drives incorporating up to $12 million of excess materials 
to be purchased by Buyer after October 3, 1994 identified in 
Seller's Report on Excess Materials dated August 29, 1994, a copy 
of which is attached as Exhibit EE, as such disk drives are 
produced during such fiscal year.  The purchase price for such 
disk drives shall be factory cost without profit or gross margin.  
This commitment shall be in addition to Seller's regular 
purchases pursuant to the Seller-Buyer Supply Agreement between 
the parties and shall be excluded from all calculations under 
such Supply Agreement.

	Section 4.  Capital Expenditures.  Buyer and Seller agree 
that the failure by Seller to perform the covenant set forth in 
Section 5.08 to adhere to the Capital Expenditure Plan shall not 
be a condition to the obligations of Buyer under Section 10.02(a) 
nor serve as a basis for indemnification under Section 11.02.

	Section 5.  Amendment of Certain Ancillary Agreements.  The 
forms of certain of the Ancillary Agreements have been modified 
by agreement of the parties to the Agreement.  The delivery of 
executed forms of these Ancillary Agreements in such modified 
form at the Closing shall be deemed to constitute the consent of 
each such party to such amendments and shall satisfy the 
requirements of Section 10.01(c) of the Agreement.  The parties 
hereto are simultaneously entering into a Supplemental Agreement 
dated the date hereof addressing certain other issues.

	Section 6.  Applicable Law.  This Amendment No.1 shall be 
construed in accordance with and governed by the laws of the 
Commonwealth of Massachusetts, without regard to the conflicts of 
law rules of such Commonwealth.

	Section 7.  Section Headings.  Section headings are included 
herein for convenience only and shall be ignored in the 
construction and interpretation hereof.

	Section 8.  Counterparts; Effectiveness.  This Amendment 
No.1 may be signed in counterparts, each of which shall be an 
original, with the same effect as if the signatures thereto and 
hereto were upon the same instrument.  This Amendment No.1 shall 
become effective when each party hereto shall have received a 
counterpart hereof signed by the other parties hereto.



	IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be duly executed by their respective authorized 
officers as of the day and year first above written.


					DIGITAL EQUIPMENT CORPORATION

					By:
					Name:
					Title:


					QUANTUM CORPORATION


					By:	/s/ JOSEPH T. RODGERS
					Title: Executive Vice President, Finance
							Chief Financial Officer 
							and Secretary


					QUANTUM PERIPHERALS (EUROPE) S.A.


					By:	/s/ JOSEPH T. RODGERS
					Title: Director




EXHIBIT I
NOTE TO SELLER
(SUMMARY OF TERMS)


Obligor:			Quantum Corporation

Amount:			$70 million

Maturity:			180 days from the Closing Date

Interest:			12% per annum, payable quarterly.

Optional Prepayment:	The Note may be prepaid at any time 
without premium.

Subordination:		Senior to existing convertible subordinated 
debt of Buyer, subordinated to up to 
$435,000,000 of senior debt, pari passu with 
all other debt of Buyer.

Right of Offset:	Seller may offset amounts owed to Buyer under 
the Supply Agreement upon a default by Buyer 
in the punctual payment of principal when due 
or interest within ten days of the due date.

Covenants:		Covenants regarding additional indebtedness, 
limitations on restricted payments and liens; 
provided that in any event covenants shall be 
satisfactory to the banks providing financing 
in connection with the transaction contem-
plated by this Agreement and shall not 
interfere with:

(i)	conduct of Buyer's business in the 
ordinary course;
(ii)	any financing in connection with the 
transaction contemplated by this 
Agreement;
(iii) maintenance of up to a total of 
$635,000,000 of  indebtedness for 
borrowed money;
(iv)	any additional equity investment by MKE;
(v)	the capitalization or operations or 
business of RMMI;
(vi)	any restructuring of or sale or purchase 
of assets by Buyer.


Defaults:			(i)	failure to pay interest and principal 
when due (subject to reasonable and 
customary cure periods);
(ii)	bankruptcy;
(iii) undischarged and unstayed judgments; 
and
(iv)	cross acceleration.

		


EXHIBIT AA
OPEN PURCHASE ORDER STATUS



EXHIBIT BB
FISCAL YEAR 1994 FINANCIALS



EXHIBIT CC
PROJECTIONS FOR Q1 1995



EXHIBIT DD
Q2 1995 DIGITAL UNIT FORECAST 
FOR DISK, TAPE, SOLID STATE DISK DRIVES AND MEDIA



EXHIBIT EE
REPORT ON EXCESS MATERIALS
DATED AUGUST 29, 1994

EX-5

PATENT ASSIGNMENT AND LICENSE AGREEMENT


	THIS AGREEMENT is entered into as of October 3, 1994, by and 
between DIGITAL EQUIPMENT CORPORATION, a corporation of the 
Commonwealth of Massachusetts having its principal place of 
business at 146 Main Street, Maynard, Massachusetts (hereinafter, 
together with all subsidiary or affiliate companies which it now 
or hereafter owns, or controls, "Digital"), and QUANTUM 
CORPORATION, a company incorporated under the laws of the State 
of Delaware having its principal place of business at 500 
McCarthy Boulevard, Milpitas California (hereinafter, together 
will all subsidiary and affiliate companies which it now or 
hereafter owns or controls, "Quantum").

	WHEREAS, Digital and Quantum are parties to a certain Stock 
and Asset Purchase Agreement dated as of July 18, 1994, relating 
to the purchase and sale of certain assets and assumption of 
certain liabilities of Digital, as amended by Amendment No. 1, 
dated as of October 3, 1994 (hereinafter the "Purchase 
Agreement");

	WHEREAS, the Purchase Agreement provides that various 
agreements necessary to enable Quantum to conduct the Business 
(as defined in the Purchase Agreement) will be entered into, this 
agreement being one of them;

	WHEREAS, Digital possesses ideas, inventions, and patents 
which are used, have been used or developed in the Business;

	WHEREAS, Quantum desires to receive from Digital an 
assignment to certain ideas, inventions and patents and licenses 
to other identified ideas, inventions and patents relating to, 
and necessary to enable Quantum to engage in, the Business as 
well as the future growth, expansion or evolution of the 
Business;

	WHEREAS, Digital desires to receive from Quantum licenses 
relating to certain of such assigned ideas, inventions and 
patents; and 

	WHEREAS, Digital and Quantum desire to grant such licenses.

	NOW THEREFORE, in consideration of the Purchase Price (as 
defined in the Purchase Agreement) and the mutual convents, 
promises and undertakings hereinafter set forth, Digital and 
Quantum hereby agree as follows:

Definitions

	Terms not otherwise defined herein shall have the meaning 
ascribed to them in the Purchase Agreement.


Assigned Patents		All ideas, inventions, patent 
applications and letters patent which 
arose from the Business and are not used 
by Digital in any business other than 
the Business as of the date hereof.  For 
this purpose, "use" in a business area 
shall mean that the technology in 
question is an element of a current or 
contemplated product in that area, has 
been the subject of research activities 
or a demonstration project in that area, 
or is the subject of a license to a 
third party other than IBM or Cray for 
use in that area.  A list of Assigned 
Patents is attached as Schedule 1.

Digital Licensed Patents	All ideas, inventions, patent 
applications and letters patent owned or 
controlled by Digital as of the date 
hereof, whether or not they arose from 
the Business, which are used by Digital 
both in the Business and in other 
businesses.  For this purpose, "use" in 
a business area shall mean that the 
technology in question is an element of 
a current or contemplated product in 
that area, has been the subject of 
research activities or a demonstration 
project in that area, or is the subject 
of a license to a third party other than 
IBM or Cray for use in that area.  A 
list of Digital Licensed Patents is 
attached as Schedule 2.

Licensed Field			The design, manufacture and marketing of 
computer disk drive, tape storage and 
solid state disk products.

Article 1. - Assignment

	a.	Digital hereby assigns the Assigned Patents, subject to 
any existing licenses, to Quantum, and Quantum hereby accepts 
such assignment.

	b.	Quantum shall bear all costs of prosecution and 
maintenance of the Assigned Patents arising after the date of 
this Agreement.

Article 2. - License Grant

	a.	Subject to all existing licenses, Digital hereby grants 
to Quantum a fully paid-up, irrevocable, transferable, world-wide 
license under the Digital Licensed Patents to make, have made, 
manufacture, use, lease and sell or otherwise dispose of 
products, components, parts and other material, or practice any 
method or process covered by any claims of the Digital Licensed 
Patents, for use in the Licensed Field.  Such license is 
exclusive in the Licensed Field, even as to Digital, and includes 
the right to grant sublicenses within the Licensed Field.

	b.	Quantum hereby grants to Digital a fully paid-up, 
irrevocable, non-exclusive, world-wide license under the Assigned 
Patents, without the right to grant sublicenses, to make, have 
made, manufacture, use, lease and sell or otherwise dispose of 
all products, components, parts and other material or practice 
any method or process covered by any claims of the Assigned 
Patents for use outside the Licensed Field.  Such license is non-
transferable except in connection with the sale by Digital of one 
or more business units, in which case such license may be 
transferred with respect to the Assigned Patents pertinent to the 
business unit in question.

	c.	Digital hereby assigns to Quantum its rights under all 
third party licenses previously granted by Digital with respect 
to the Assigned Patents within the Licensed Field, a list of 
which is attached hereto as Schedule 3.

	d.	Neither party is obligated under any terms of this 
agreement or the Purchase Agreement to prosecute or maintain any 
patents assigned or licensed hereunder and may abandon same.

	e.	Digital shall retain exclusive control over prosecution 
of any alleged infringement of the Digital Licensed Patents 
outside of the Licensed Field.  Within the Licensed Field, 
Digital shall have the first right, but no obligation, to 
prosecute alleged infringement of the Digital Licensed Patents.  
If Digital fails to bring an action against an alleged infringer 
within the Licensed Field within 120 days following notice from 
Quantum, Quantum may, but shall not be obligated to, prosecute 
any such alleged infringement of the Digital Licensed Patents.  
Either party bringing an action to enforce the Digital Licensed 
Patents within the Licensed Field shall indemnify hold harmless 
the other party from any loss, cost or expense arising from the 
action. In any prosecution of alleged infringement within the 
Licensed Field under this paragraph 2(e), the party bringing the 
action shall do so at its own expense and shall be solely 
entitled to recovery of any money damages.

Article 3. - Representation Warranties and Indemnities

	a.	Digital represents and warrants that (i) it owns all 
right, title, and interest in and to the Assigned Patents 
assigned to Quantum under Section 1.1 hereof and that the 
Assigned Patents constitute all of the patent rights (other than 
those rights which have been abandoned) arising from Digital's 
conduct of the Business prior to the date hereof, (ii) it owns 
right, title, and interest in and to the Digital Licensed Patents 
necessary to grant the licenses to Quantum under Section 2.a 
hereof, (iii) it has full power and authority to undertake the 
obligations set forth in this Agreement and that it has not 
entered into any other agreements, nor will it enter into any 
other agreements, that would render it incapable of 
satisfactorily performing its obligations hereunder, or that 
would place it in a position of conflict of interest or be 
inconsistent or in conflict with its obligations hereunder, and 
(iv) by entering into this Agreement it will not violate or 
conflict with the terms or provisions of any agreement to which 
it is a party.

	b.	DIGITAL MAKES NO REPRESENTATION OR WARRANTY WITH 
RESPECT TO THE ASSIGNED PATENTS AND DIGITAL LICENSED PATENTS 
OTHER THAN THOSE SET FORTH IN THIS SECTION.  THE WARRANTY STATED 
HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR 
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED 
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  
DIGITAL SHALL NOT BE LIABLE FOR LOST PROFITS, LOSS OF GOODWILL, 
OR ANY PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES 
(WHETHER IN TORT, CONTRACT OR OTHERWISE) PURSUANT TO THIS 
AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.

	c.	Quantum represents and warrants that (i) it has full 
power and authority to undertake the obligations set forth in 
this Agreement and that it has not entered into any other 
agreements, nor will it enter into any other agreements, that 
would render it incapable of satisfactorily performing its 
obligations hereunder, or that would place it in a position of 
conflict of interest or be inconsistent or in conflict with its 
obligations hereunder, and (ii) by entering into this Agreement 
it will not violate or conflict with the terms or provisions of 
any agreement to which it is a party.

Article 4. - Post-Closing Adjustments

	a.	Schedules 1, 2 and 3 have been prepared by the parties 
on the basis of the information available to them, and their 
respective understanding of the facts, as of the date of this 
Agreement.  The parties recognize, however, that in the process 
of reviewing the Digital portfolio of patent rights, errors or 
omissions may have occurred in the preparation of such schedules.  
In particular, Digital acknowledges that Quantum has not reviewed 
the portfolio of Digital pending patent applications or 
disclosures, except to the extent that pending applications have 
published outside the United States.  If, on or before the first 
anniversary of the date of this Agreement, or within six months 
following the issuance of a United States patent which is 
entitled to a filing date prior to the first anniversary of the 
date of this Agreement which a party believes should be included 
on a schedule, whichever is later, either party identifies what 
it believes to be an error or omission on the Schedules, in view 
of the criteria established above under "Definitions," it shall 
notify the other party and identify the reason why it believes a 
correction needs to be made.  The parties shall review the facts 
and negotiate in good faith any proposed changes.  If the parties 
fail to agree on a proposed change, either party may demand an 
arbitration in accordance with Section 13.09 of the Acquisition 
Agreement.  Any assignment or license by Digital of patent rights 
after the date of this Agreement shall be subject to the rights 
of Quantum hereunder.

Article 5. - Applicable Law

	a.	This Agreement shall be governed by and be construed in 
accordance with the laws of Massachusetts.

	b.	If any provisions of this Agreement is held invalid by 
any rule, law, order, regulation or promulgation of any 
government or by the final determination of any court, it shall 
not affect any other provision of this Agreement which can be 
given effect without such invalid provision or which are not 
deemed void or unenforceable by such ruling, judgement, decree or 
order.
Article 6. - General

	a.	Nothing contained in this Agreement shall be deemed or 
construed to constitute or create between the parties hereto a 
partnership, association, joint venture or other agency.

	b.	Digital shall prepare, execute and sign such documents 
as required for the assignment of the Assigned Patents.



	IN WITNESS HEREOF, the parties hereto have executed this 
Agreement as of the date set forth at the outset hereof.

DIGITAL EQUIPMENT CORPORATION	QUANTUM CORPORATION



By:	/s/ JOSEPH T. RODGERS

Title:	Executive  VP, Finance
		Chief Financial Officer and
		Secretary


SCHEDULES


Schedules 1, 2 and 3 to the Patent Assignment and License 
Agreement are attached.  A preliminary list of 
subject patents and patent applications has been prepared by 
Digital and is attached hereto at the time of signing the 
Purchase Agreement, but such list remains subject to review by 
both parties.  


EXHIBIT E - SCHEDULE 3
Third Party Licenses

a)    From Schedule 3.17

  1. License Agreement between Dr. James White (Licensor) and
     Digital Equipment Corporation (Licensee)
  2. License Agreement between Mitachi, Maxell, Ltd. and Maxell Corp.
     of American (Licensees) and Digital Equipment Corporation
     (Licensor) dated December 1, 1993.
  3. License Agreement between Fuji Photo Film U.S.A., Inc. (Licensee)
     and Digital Equipment Corporation (Licensor) dated May 1,1994.
  4. License Agreement between Minnesota Mining and Mfg. Company (Licensee)
     and Digital Equipment Corporation (Licensor) dated January 1, 1989.
  5. License Agreement between Anacomp, Inc. (Licensee) and Digital
     Equipment Corporation (Licensor) dated February 1, 1989.

b)   Letter from A. Cefalo to D. Harrison dated September 15, 1994
     regarding the TK50 cartridge mechanism.

  1. Archive Corporation dated October 16, 1984.
  2. Kennedy Company dated October 15, 1984.
  3. Pertec Peripherals Corporation dated October 18, 1984.
  4. Data General Corporation ated September 5, 1984.
  5. Perex Ltd. dated December 17, 1984.
  6. Teac Corporation dated November 15, 1985.
  7. Wangtek, Inc. dated July 24, 1984.

c)   TK50 Cartridge License

  1. License Agreement between Digital Equipment Corporation (Licensor)
     and Minnesota Mining and Mfg. Company (Licensee) dated February 1,
     1984.

d)   From Litigation Schedule 3.12

  1. Digital v. Micro Technology, Inc.

EX-5

QUANTUM ACQUISITION ASSIGNED PATENTS
                                                              

Docket #          Patent #    Issue Date  Serial #    Filing Date Countries   
Technology

                  5,198,073   03/30/93 07/733,546  07/22/91    G.1 MAGNETIC 
MEDIA MFG
                  4,101,969   07/18/78 803,524  06/06/77    
                  4,390,912   06/28/83 206,008  11/12/80    
23-004            4,503,420   03/05/85    CA, EPO, JP,   E. ERROR CORRECTION 
CODE
            AU, AT, BE,
            GB, DE, FR, NL 
23-005            4,495,529   01/22/85          A.1 DISKS READ/WRITE/ B.
                  TAPES
23-006            4,484,142   11/20/84          A.1 DISKS READ/WRITE
23-033            4,695,351   09/22/87 KR, JP, EPO,   D.4 MFG.
            TW
53-007            4,503,530   03/05/85       A.5 DISKS
83-207            4,208,679   06/17/80 882,127  02/28/78
83-210            4,231,071   10/28/80 925,534  07/17/78 A.1 DISKS READ/WRITE
83-233 CONT1      4,321,632   05/23/82 148,055  05/19/80
83-234            4,413,339   11/01/83          E. ERROR CORRECTION CODE
83-235            4,260,914   04/07/81       JP, FR, GB, E. ERROR CORRECTION 
CODE
               CA, DE
83-243            4,346,416   08/24/82 126,129  02/29/80
83-244            4,338,642   07/06/82 136,541  04/02/80    A. 5 DISKS
83-245 CONT1      4,422,115   12/20/83          D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
83-252            4,380,723   04/19/83 46,130   06/05/79    
83-260 COT1 ETC   5,109,307   04/28/92       CA, EPO, FI,   A.2 DISKS SERVO
               DE, AT, BE,
               SE, JP, GB,
               AU, NL, FR
83-260 DIV1       5,153,786   10/06/92          A.2 DISKS SERVO
83-260 DIV10      5,115,360   05/19/92          A.2 DISKS SERVO
83-260 DIV11      5,187,619   02/16/93          A.2 DISKS SERVO
83-260 DIV2       5,202,802   04/13/93          A.2 DISKS SERVO
83-260 DIV3       5,153,787   10/06/92          A.2 DISKS SERVO
83-260 DIV4       5,136,440   08/04/92          A.2 DISKS SERVO
83-260 DIV5       5,095,471   03/10/92          A.2 DISKS SERVO
83-260 DIV6       5,099,367   03/24/92          A.2 DISKS SERVO
83-260 DIV7       5,220,468   06/15/93          A.2 DISKS SERVO
83-260 DIV8       5,115,359   05/19/92          A.2 DISKS SERVO
83-260 DIV9       5,247,398   09/21/93          A.2 DISKS SERVO
83-261            4,536,809   08/20/85       JP, AU, BE, A.2 DISKS SERVO
               CA, FI, SE
83-274            4,500,958   02/19/85 370,572  04/21/82
83-319 CONT1      4,874,975   10/17/89 127,625  12/01/87
83-326            4,622,516   11/11/86 07/505,047     JP, CA, AU, A.5 DISKS
               EPO, GB,SE
               FR,IT,CH,DE,
               BE, AT
83-332            4,631,611   12/23/86       IT, EPO, IE,   A.5 DISKS
               SE,CA, AU,
               HK, SG, FR
83-333            4,572,460   02/25/86       IT, KR, SE,    B. TAPES
               CA, AT, IE,
               TW, EPO, NL,
               AU, DE, JP, FR,
               CH
83-334            4,662,049   05/05/87       AU, IT, KR,    B. TAPES
               JP, CA, TW,
               EPO, SE, IE,
               NL, FR, CH,
               GB, BE, AT
83-334 CIP        4,720,913   01/26/88          B. TAPES
83-342            4,633,488   12/30/86       NL, AU, IT,    B. TAPES
               JP, EPO, TW,
               CA, FR, DE,
               KR
83-355            4,630,158   12/16/86       CA D.1 INDUCTIVE HEADS 
                  INCLUDING FERRITE & THIN
                  FILM HEADS / A.5 DISKS
83-356            4,581,109   04/08/86 560,478  12/12/83    G.1 MAGNETIC MEDIA 
MFG
83-356 DIV1       4,619,872   10/28/86 06/813,594  12/26/85    G.1 MAGNETIC 
MEDIA
                  MANUFACTURING / G.2
                  MAGNETIC MEDIA DESIGN
83-360 CONT1      4,809,110   02/28/89       JP, IT, SE, B. TAPES
               AU,EPO, CA,
               NL, TW, KR, IE
83-365            4,985,985   01/22/91 06/69,408   07/01/87 EPO, NL, SE,   D.1 
INDUCTIVE HEADS
               IT, JP, CA, INCLUDING FERRITE & THIN
               DE FILM HEADS
83-366 CONT1      4,885,649   12/05/89       EPO, CA, TW,   D.2 MAGNETO
               KR, JP
83-366 CONT1      5,081,554   01/14/92 07/534,371  06/06/90    D.2 MAGNETO
83-366 CONT1 CIP1 5,111,352   05/05/92          D.2 MAGNETO
83-366 DIV CONT   4,972,287   11/20/90 07/449,133  12/08/89    D.1 INDUCTIVE 
HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
83-366CONT2 CIP1  5,159,511   01/27/92 07/546,368  06/29/90    D.2 MAGNETO
83-367 CIP1       5,221,422   06/23/93          D.4 MFG.
83-367 CONT       4,877,480   10/31/89       KR, JP, EPO,   D.4 MFG.
               TW
83-368            4,884,155   11/28/89          D.5 FIXTURES & ACTUATORS
83-368 DIV1       4,975,795   12/04/90 07/406,692  09/13/89    D.5 FIXTURES & 
ACTUATORS
                  D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
83-370            4,656,546   04/07/87 06/693,522  01/22/85    D.1 INDUCTIVE 
HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
83-370 RE CONT1   RE33,949 06/02/92       DE, EPO, GB D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
83-378            4,856,003   08/08/89       EPO, KR, JP,
               AU, CA   E. ERROR CORRECTION CODE
86-040            4,975,867   12/04/90       CN, KR, AU,
               MX, CA   E. ERROR CORRECTION CODE
86-041            4,914,535   04/03/90       EPO, JP  E. ERROR CORRECTION CODE
86-042 CONT       4,866,716   09/12/89       KR, CA, AI,
               JP, EPO, MX E. ERROR CORRECTION CODE
86-043            4,847,705   07/11/89       US, EPO, CA E. ERROR CORRECTION 
CODE
86-080            4,975,930   12/04/90       CA, EPO  B. TAPES
86-087            4,908,826   03/13/90 06/141,061  01/05/88    E. ERROR 
CORRECTION CODE
86-122 CONT       5,237,574   08/17/93          E. ERROR CORRECTION CODE
87-0070 CONT      5,176,965   01/05/93       NL, EPO, JP,   G.2 MAGNETIC MEDIA 
DE DESIGN
87-019            4,705,257   11/10/87 06/29,328   03/2387     A. 5 DISKS
87-022            5,131,619   07/21/92          A.5 DISKS
87-046            5,107,503   04/21/92       EPO, CA, JP E. ERROR CORRECTION 
CODE
87-052            4,829,267   05/09/89          A.2 DISKS SERVO
87-054            4,828,966   05/09/89 06/128,947  12/04/87 JP, EPO  D.1 
INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS / D.4 MFG
87-055            4,908,841   03/13/90       EPO, CA  A.1 DISKS READ/WRITE
87-060            5,097,468   03/17/92       US E. ERROR CORRECTION CODE
87-067            4,907,113   03/06/90          D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
87-067 CONT1 ETC  5,103,553   04/14/92       IN, BR, AU, D.1 INDUCTIVE HEAD
               JP, MX, KR, INCLUDING FERRITE
               CA, TW, CN   & THIN FILM HEADS
87-067 DIV2       5,311,387   05/10/94          D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
87-068 CONT       5,108,837   04/28/92       EPO, DE  D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
87-069            4,795,275   01/03/89          A.5 DISKS
87-069 CONT1 DIV1 5,067,528   11/26/91          A.5 DISKS
87-069 DIV1 CONT1 5,112,142   05/12/92       CA, FR, GB, A.5 DISKS
               JP
87-080            4,788,465   11/29/88 07/95,530   09/10/87    A. 5 DISKS
87-107            4,918,548   04/17/90          B. TAPES
87-108            4,806,792   02/21/89          A.1 DISKS READ/WRITE
87-109            4,769,588   09/06/88          A.1 DISKS READ/WRITE
87-113            5,020,040   05/28/91 06/65,931   06/24/87    I. OPTICAL
87-123            4,849,711   07/18/89       CA A.1 DISKS READ/WRITE
87-124            4,947,275   08/07/90          A.6 DISKS SERVO WRITERS
87-137            4,912,584   03/27/90       JP, EPO  D.4 MFG.
88-0027           5,120,603   06/09/92 07/369,713  06/22/89    I. OPTICAL
88-0029           4,821,130   04/11/89          A.5 DISKS
88-0036           4,816,119   03/28/89 06/92,952   09/04/87    G.1 MAGNETIC 
MEDIA MFG
88-0038           4,905,238   02/27/90          A.1 DISKS READ/WRITE
88-0076           4,970,616   11/13/90       JP, EPO, CA D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
88-0077           5,266,409   11/30/93 07/344,990  04/28/89    G.2 MAGNETIC 
MEDIA
                  DESIGN
88-0079 CONT1     5,068,959   12/03/91       JP, CA, EPO D.4 MFG.
88-0080           4,968,985   11/06/90       CA, EPO  A.3 DISKS / A.1 DISKS
                  READ/WRITE
88-0080 DIV1      5,182,444   01/26/93 606,101  10/31/90
88-0125           5,105,408   04/14/92          I. OPTICAL
88-0126           5,003,420   03/26/91       EPO, CA, JP A.5 DISKS
88-0127           5,016,131   05/14/91 343,907  04/26/89
88-0128 CON1      5,053,892   10/01/91       EPO, CA, JP A.1 DISKS READ/WRITE
88-0129           5,309,303   05/03/94 851,054  03/13/92
88-0129 CIP       5,097,370   03/17/92 07/663,192  02/28/91    D.3 SLIDERS
88-0142           4,912,583   03/27/90          A.5 DISKS
88-0159 RE     RE34,003 07/21/92       E. ERROR CORRECTION CODE
88-0220           4,896,777   01/30/90 06/178,295        A. 5 DISKS
88-0223           4,864,198   09/05/89          B. TAPES
88-0250           5,153,870   10/06/92 07/374,010  06/29/89    I. OPTICAL 
88-0312           4,900,650   02/13/90       JP D.4 MFG.
88-0336           4,954,788   09/04/90 07/453,356  12/18/89 EPO, FR, DE,   A.1 
DISKS READ
               GB, IT, NL, /WRITE / A. 3 DISKS
               CA, JP    CONTROLLERS & FIRMWARE
                     & CONTROL
88-0337           5,036,408   07/30/91       CA, EPO, JP A.3 DISKS CONTROLLERS 
&
                  FIRMWARE & CONTROL
88-0347           4,935,832   06/19/90       JP, CA, EPO D.4 MFG.
88-0347 CONT      5,075,956   12/31/91 07/517,558  04/24/90    D.4 MFG.
88-0350 CONT1     5,301,329   04/05/94          C. RESERVED
88-0396           4,931,886   06/05/90       JP, CA   D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
88-0400           5,191,563   03/02/93 373,939  06/29/89 
88-0401           5,161,134   11/03/92 373,991  06/29/89 
88-0424 CONT      5,001,715   03/19/91       EPO, JP, CA E. ERROR CORRECTION 
CODE
88-0425           4,989,211   01/29/91       AU, EPO, AU,   E. ERROR
               JP, CA   CORRECTION CODE
88-0482           4,908,721   03/13/90       CA A.1 DISKS READ/WRITE
88-0508           5,089,334   02/18/92       JP, CA, EPO D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
88-0508 CIP       5,085,935   02/04/92          D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
89-0007           5,023,991   06/18/91       EPO, CA  D.4 MFG.
89-0007 DIV       5,175,938   01/05/93          D.4 MFG.
89-0009           4,890,172   12/26/89 06/250,037  09/27/88    A.2 DISKS SERVO
89-0043 CON1      5,031,054   07/09/91          A.1 DISKS READ/WRITE
89-0076           4,928,075   05/22/90          A.1 DISKS READ/WRITE
89-0077 CONT1     5,330,881   07/19/94          D.4 MFG
89-0080           4,987,292   01/22/91 07/365,243  06/12/89    I. OPTICAL
89-0117           5,136,592   08/04/92       EPO, JP, CA A.3 DISKS CONTROLLERS 
&
                  FIRMWARE & CONTROL
89-0147           4,963,836   10/16/90          A.1 DISKS READ/WRITE
89-0149           5,121,260   06/09/92          A.1 DISKS READ/WRITE
89-0151           5,103,352   04/07/92          A.1 DISKS READ/WRITE
89-0196 CIP       5,184,267   02/02/93          D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
89-0196 CIP       5,311,386   05/10/94          D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
89-0196 CONT1     5,195,005   03/16/93       CA, EPO, JP D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
89-0197           5,134,535   07/28/92          D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
89-0201           4,987,355   01/22/91       CA, EPO, JP A.1 DISKS READ/WRITE
89-0202           5,184,125   02/02/93 07/798,858  11/22/91    E. ERROR 
CORRECTION CODE
89-0226 DIV1      5,178,934   01/12/93 07/540,847  06/20/90    G.2 MAGNETIC 
MEDIA
                  DESIGN
89-0237 CIP       5,313,464   05/17/94 878,749  05/05/92
89-0241           5,128,809   07/07/92          A.3 DISKS CONTROLLERS &
                  FIRMWARE & CONTROL
89-0242           5,115,363   05/19/92 08/482,027  02/16/90    D.1 INDUCTIVE 
HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
89-0266           5,119,043   06/02/92 07/544,506  06/27/90    A. 3 DISKS 
CONTROLLERS &
                  FIRMWARE  & CONTROL
89-0267           5,243,241   09/07/93 07/494,171  03/15/90    I. OPTICAL
89-0292           5,242,761   09/07/93       JP, EPO  G.2 MAGNETIC MEDIA
                  DESIGN
90-0015           5,272,394   12/21/93 07/925,904  08/06/92    A. 3 DISKS 
CONTROLLERS &
                  FIRMWARE  & CONTROL
90-0031           4,949,194   08/14/90          D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
90-0032           5,055,959   10/08/91 462,562  01/09/90
90-0038     Des.319,050 08/13/91
90-0072           5,283,875   02/01/94 07/509,037  04/13/90    A. 3 DISKS 
CONTROLLERS &
                  FIRMWARE  & CONTROL
90-0073           5,065,053   11/12/91       CA, EPO, JP A.1 DISKS READ/WRITE
90-0074           5,093,628   03/03/92       CA, EPO, JP A.1 DISKS READ/WRITE
90-0117           5,107,506   04/21/92       EPO   E. ERROR CORRECTION CODE
90-0121     Des.332,256 01/05/93
90-0144           5,249,090   09/28/93       DE A.5 DISKS
90-0145 CONT1     5,319,512   06/07/94          A.5 DISKS
90-0147           5,239,423   08/24/93          A.1 DISKS READ/WRITE
90-0153           5,247,510   09/21/93 07/545,873  06/29/90    I. OPTICAL
90-0182           5,147,679   09/15/92 07/629,191  12/26/90    G.2 MAGNETIC 
MEDIA
                  DESIGN
90-0182A DIV1     5,226,966   07/13/93 07/797,504  03/02/92    G.2 MAGNETIC 
MEDIA
                  DESIGN
90-0185           5,224,106   06/29/93       EPO, CA  E. ERROR CORRECTION CODE
90-0224           5,162,955   11/10/92 546,386  06/29/90
90-0279           5,128,216   07/07/92       JP, CA, EPO G.2 MAGNETIC MEDIA
                  DESIGN
90-0304           5,157,570   10/20/92       JP, EPO, CA D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
90-0304 DIV1      5,314,596   05/24/94 888,105  05/26/92    A.5 DISKS
90-0308           5,095,613   03/17/92 REISSUE APP.      D.4 MFG.
90-0311           5,153,789   10/06/92          A.2 DISKS SERVO
90-0313 CONT      5,305,161   04/19/94          A.2 DISKS SERVO
90-0317           5,182,752   01/26/93          C. RESERVED
90-0339           5,155,422   10/13/92          A.2 DISKS SERVO
90-0340           5,153,794   10/06/92          A.7 DISKS MFG.
90-0358           5,105,322   04/14/92          B. TAPES
90-0359           5,231,552   07/27/93          B. TAPES
90-0361     Des.337,760    07/27/93
90-186 CONT1      5,246,294   09/21/93          A.5 DISKS
91-0007 DIV       5,240,740   08/31/93 08/988,370  12/09/92    D.1 INDUCTIVE 
HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
91-0009           5,208,518   05/04/93 07/792,848  11/15/91 BE A.2 DISKS 
SERVO/B. TAPES
91-0011           5,173,828   12/22/92 619,893  11/29/90
91-0013           5,210,829   05/11/93 626,793  12/12/93
91-0015           5,088,172   02/18/92 620,465  11/29/90
91-0015DIV1       5,199,168   04/06/93
91-0066           5,148,338   09/15/92 612,768  11/14/90
91-0070DIV1       5,333,086   07/26/94 38,330   03/29/93
91-0080           5,214,553   05/25/93 693,449  04/29/91
91-0107           5,263,030   11/16/93          B. TAPES
91-0116           5,200,866   04/06/93       JP A.5 DISKS
91-0118           5,276,569   01/04/94          A.3 DISKS CONTROLLERS &
                  FIRMWARE & CONTROL
91-0146           5,216,655   06/01/93 07/721,061  06/26/91    A.7 DISKS MFG.
91-0148           5,193,039   03/09/93          D.2 MAGNETO
91-0219           5,121,085   06/09/92          A.1 DISKS READ/WRITE
91-0246           5,232,570   08/03/93          G.2 MAGNETIC MEDIA
                  DESIGN
91-0248           5,229,901   07/20/93          D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
91-0251           5,134,366   07/28/92          D.4 MFG / D.1 INDUCTIVE
                  HEADS INCLUDING FERRITE
                  & THIN FILM HEADS
91-0252           5,278,703   01/11/94       EPO   A.3 DISKS CONTROLLERS &
                  FIRMWARE & CONTROL
91-0278           5,267,112   11/30/93       JP, EPO  D.1 INDUCTIVE HEADS
                  INCLUDING FERRITE & THIN
                  FILM HEADS
91-0364           5,112,662   05/12/92 07/772,476  10/07/91    I. OPTICAL
91-0366           5,307,217   04/26/94          B. TAPES
91-0371           5,225,790   07/06/93          A.1 DISKS READ/WRITE
92-0015           5,223,710   06/29/93 07/847,463  03/06/92    I. OPTICAL
92-0019           5,321,703   06/14/94       DE, GB   A.3 DISKS CONTROLLERS &
                  FIRMWARE & CONTROL
92-0069           5,307,336   04/26/94 07/847,116  03/06/92    I. OPTICAL
92-0073           5,260,926   11/09/93          I. OPTICAL
92-0074           5,243,495   09/07/93 07/856,006  03/20/92    A.5 DISKS
92-0111           5,331,496   07/19/94 837,357  02/14/92
92-0220           4,366,512   12/28/82          A.6 DISKS SERVO WRITERS
92-0224           5,202,860   04/13/93 07/266,441  11/02/88    I. OPTICAL
92-0227           5,306,994   04/26/94          A.2 DISKS SERVO
92-0248           4,325,090   04/13/82       CA, DE, EPO, A.1 DISKS READ/WRITE
               GB, FR, IT  
92-0252           4,072,991   02/07/78          B. TAPES
92-0255           4,391,035   07/05/83       JP A.5 DISKS
92-0309           5,289,328   02/22/94          B. TAPES
92-0413           5,223,996   06/29/93          A.5 DISKS
92-0482           5,274,509   12/28/93          A.1 DISKS READ/WRITE
93-0401           5,333,097   07/26/94 900,329  06/18/92
D-054             4,196,375   04/01/80 892,236  03/31/78
D-155             4,137,504   01/30/79          A.1 DISKS READ/WRITE
D-213             4,172,267   10/23/79          A.2 DISKS SERVO
D-224             4,183,066   01/08/80 925,596  07/17/78
D-387 CIP         4,383,283   05/10/83 191,834  09/29/80
D-662             4,965,780   10/23/90 06/84,577   08/12/87    I. OPTICAL
D-674             4,875,635   10/24/89 104,814  10/02/87





Quantum Acquisition Assigned U.S. Patent Applications
                                                            

Docket #          Patent #    Issue Date  Serial #    Filing Date Countries   
Technology

83-366 CONT1                              08/106,469  08/11/93    RMMI ?      
D.2 MAGNETIC
87-0070DIV                                07/945,706  09/16/92
87-039 CONT1                              07/831,615  02/06/92    CA, JP,     
EPO D.4 MFG.
88-0077 DIV1                              08/114,917  09/01/93
88-0129                                   07/663,192  03/13/92    D.3 SLIDERS
88-0321                                   07/365,244  06/12/89
88-0350 CONT2                             08/170,846  12/21/93 US C. RESERVED
88-0509 CONT1                             08/017,998  02/16/93 EPO, JP, CA,   
D.1 INDUCTIVE HEADS
               US INCLUDING FERRITE
                  & THIN FILM HEADS
89-0196CIP1CI                             08/181,582        US
89-0196CIP1DIV1                           08/145,469        
89-0237                                   07/376,357  07/06/89 JP, EPO  
90-0031 DIV                               07/518,907  05/04/90    
90-0308RE                                 08/056,515        
90-0312CONT2                              08/259,361        US 
90-0338                                   07/736,414  07/06/89    
90-0342                                   07/686,729  04/17/91    D.5 FIXTURES 
& ACTUATORS
91-0007 CONT1                             08/038,330  03/29/93    D.1 
INDUCTIVE HEADS
                  INCLUDING FERRITE
                  & THIN FILM HEADS
91-0033CONT1                              07/967,958  10/27/92
91-0034 CONT1                             08/077,711  06/15/93    A.6 DISKS 
SERVO WRITERS
91-0068                                   07/652,870  02/08/91    F. SOLID 
STATE
91-0087                                   07/723,149        US
91-0108CONT1                              08/163,397  12/06/93 US 
91-0210 CONT1                             08/191,758  01/31/94    A.2 DISKS 
SERVO
91-0244                                   08/141,906  10/22/93    A.3 DISKS 
CONTROLLERS &
                  FIRMWARE & CONTROL
91-0365 CONT                              08/222,491  06/24/92    B. TAPES
91-0368                                   07/772,475  10/07/91 US
91-0372                                   07/843,540  02/28/92    A.1 DISKS 
READ/WRITE
91-0442                                   07/866,996  04/07/92    A.1 DISKS 
READ/WRITE
92-0011                                   07/837,053  02/18/92 US D.1 
INDUCTIVE HEADS
                  INCLUDING FERRITE 
                  & THIN FILM HEADS
92-0021                                   07/847,113  03/06/92 GB, DE   I. 
OPTICAL
92-0062                                   07/905,749  06/26/92 US A.1 DISKS 
READ/WRITE
92-0070 CONT                              08/115,967  09/01/93 US H. RESERVED
92-0072                                   07/847,455  03/06/92    I. OPTICAL
92-0072CIP1                                           02/16/94    I. OPTICAL
92-0073CONT                               08/079,484  06/18/93    I. OPTICAL
92-0111 DIV                               08/132,016  10/05/93    D.1 
INDUCTIVE HEADS
                  INCLUDING FERRITE 
                  & THIN FILM HEADS
92-0224 CIP                               08/020,515  02/22/93 EPO, JP  I. 
OPTICAL
92-0225                                   07/847,557  03/06/92 I. OPTICAL
92-0225 CIP                               08/209,690  03/10/94    I. OPTICAL
92-0226                                   07/880,929  05/11/92    A.2 DISKS 
SERVO
92-0229                                   07/918,208  07/20/92 JP, NL, DE, D.4 
MFG.
               GB, KR, TW
92-0305 DIV                               08/212,371  03/11/94    A.5 DISKS
92-0307 CONT2                                         05/06/94
92-0384 CONT                              08/212,334  03/14/94    
92-0400                                   07/889,157  05/27/92    G.1 MAGNETIC 
MEDIA MFG
92-0401                                   07/894,001  06/03/92    H. RESERVED
92-0412                                   07/870,135  04/16/92    A.3 DISKS 
CONTROLLERS &
                  FIRMWARE & CONTROL
92-0414                                   07/855,990  03/20/92    A.5 DISKS
92-0475                                   08/054,652  04/23/93    A.2 DISKS 
SERVO
92-0480                                   08/064,286  05/18/93 US E. ERROR 
CORRECTION CODE
92-0481                                   08/023,274  02/26/93 GB, CN JP KR   
D.4 MFG.
92-0515                                   08/089,141  07/07/93    D.4 MFG.
92-0516                                   08/089,142  07/07/93    D.4 MFG.
92-0523                                   08/052,495  04/22/93    H. RESERVED
92-0547                                   07/903,642  06/24/92 JP, GB, PCT, DE   
B. TAPES
92-0555                                   08/014,962  02/08/93 US A.5 DISKS
93-0037                                   08/054,657  04/23/93 EPO
93-0038                                   08/060,388  5/11/93     A.2 DISKS 
SERVO
93-0039                                   08/086,528  07/11/93    D.5 FIXTURES 
& ACTUATORS
93-0040                                   08/033,271  04/16/93    H. RESERVED
93-0067                                   08/075,964  06/14/93    D.3 SLIDERS
93-0080                                   08/088,691  07/07/93    I. OPTICAL
93-0127                                   08/082,608  06/24/93    A.3 DISKS 
CONTROLLERS &
                  FIRMWARE & CONTROL
93-0132                                   08/029,125  03/10/93    D.4 MFG.
93-0197                                   08/090,378  07/12/93 US A.1 DISKS 
READ/WRITE
93-0201                                   08/135,098  10/12/93    B. TAPES
93-0203                                   08/084,349  06/28/93    A.1 DISKS 
READ/WRITE
93-0264                                   08/123,502  09/17/93    
93-0286                                               07/01/94    D.5 FIXTURES 
& ACTUATORS
93-0353                                   08/088,933  07/07/93    I. OPTICAL
93-0354                                   08/223,415  04/05/94    A.3 DISKS 
CONTROLLERS &
                  FIRMWARE & CONTROL
93-0356                                   08/131,836  10/05/93    A.7 DISKS 
MFG.
93-0357                                               05/03/94    B. TAPES
93-0361                                   08/094,661  07/19/93    B. TAPES
93-0362                                   08/094,413  07/19/93    B. TAPES
93-0363                                   08/094,272  07/19/93    B. TAPES
94-0017                                   08/149,583  11/09/93    D.5 FIXTURES 
& ACTUATORS
94-0018                                   08/130,047  09/30/93    F. SOLID 
STATE DISKS
94-0097                                               06/28/94    D.4 MFG.
94-0183                                   08/259,217  06/13/94

EX-5

Quantum Acquisition Licensed Patents


Docket #  Patent #  Issue Date     Application #  Filing Date    Countries 

     08/133,685     10/07/93
83-204                             CA, JP, FR, GB
88-0343                            JP, EPO, CA
89-0067CIP1                   07/485,216     02/26/90  
90-0315CONT1                  08/200,931     02/22/94  
90-0371                  07/587,971     09/25/90  EPO, JP
91-0299                  07/976,238     11/13/92  EPO
92-0128                  07/828,358     01/30/92  EPO
92-0352                  07/957,977     10/07/92  EPO
92-0385 CONT                  08/240,795     05/10/94
92-0385 CONT                  08/240,795     05/10/94
93-0039                  08/086,528     07/01/93
93-0069                  08/008,337     01/25/93
93-0115
94-0135
94-0184
83-189    4,055,851 10/25/77
83-189DIV2     4,149,239 04/10/79  845,220   10/25/77
83-189DIV1     4,151,593 04/24/79
D-208     4,258,967 03/31/81
83-204CP1 4,290,102 09/13/81
83-256         4,381,542 04/26/83            GB, IT, DE CA,
                                   EPO
83-279    4,384,363 05/17/83
83-273    4,434,487 04/28/84            JP, CA, EPO
83-269    4,449,182 05/15/84            CA, JP, EPO, DE
83-268    4,475,212 10/02/84            AU, CA, JP, BE,
                              GB, FR, DE, NL,
                              IT, SE
83-299    4,490,785 12/25/84            CA, JP, DE, GB,
                              FR
83-274    4,500,958 02/19/85  06/370,572     04/21,82  EPO, DE, IT, GB
83-275    4,509,115 04/02/85            
83-304    4,543,626 09/24/85            AU, CA, FI, JP
83-344    4,669,061 05/26/87
83-358    4,700,330 10/13/87  06/792,756     10/30/85
83-374    4,715,036 12/22/87
87-015    4,749,164 06/07/88
87-106    4,782,487 11/01/88  06/50,847 05/15/87
83-280CIP 4,811,279 03/07/89  07/58,591 03/09/87  
87-105    4,817,095 03/28/89            KR, IE, EPO, GB,
                               JP, DE, FR
D-633     4,822,467 04/18/89  06/113,872     10/27/87  
88-0339   4,841,219 06/20/89
87-051    4,846,006 07/11/89
87-043    4,881,075 11/14/89
D-670CONT1     4,954,946 09/04/90
89-0228   4,963,766 10/16/90            JP, IT, DE, GB,
                               FR, CA
86-101    4,980,850 12/25/90
88-0295   4,980,888 12/25/90            CA
88-0395   5,008,886 07/14/91            EPO, CA, JP
88-0343CONT1   5,033,048 07/16/91
90-0189   5,036,493 07/30/91
90-0033   5,055,910 10/28/91
88-0307   5,070,502 12/03/91
89-0207   5,099,484 03/24/92  07/364,242     03/09/89
88-0523   5,125,086 06/23/92
92-0342   5,164,916 11/17/92  08/861,276     03/31/92
D-670CONT1-DIV15,168,558 12/01/92
86-101CONT1    5,175,836 12/29/92
90-0033 CONT1  5,191,404 03/02/93  07/767,571     09/30/91
91-0421   5,199,743 04/06/93  07/834,013     02/10/92
91-0123   5,204,963 04/20/93  07/626,586     12/07/90
92-0322   5,216,672 06/01/93
89-0122   5,217,198 06/08/93
88-0205   5,239,635 08/24/93
90-0314   5,247,522 09/21/93  07/618,671     11/27/90
90-0337CIP1    5,255,381 10/19/93            CA, EPO, JP
90-0316   5,263,160 11/16/93  07/648,079     01/31/91
91-0087   5,274,783 12/28/93
90-0152   5,287,517 02/15/94  07/874,322     04/24/92
91-0453   5,305,389 04/19/94
92-0075   5,309,569 05/03/94            EPO
90-0337   5,313,623 05/17/94            CA, EPO, JP
89-0067CIP1CONT1 5,339,449    08/16/94
90-0039   D327,477  06/30/92

EX-6

FOR RELEASE:    July 19, 8:30 AM, EDTContacts:		Quantum: 
Catherine Hartsog, Director of Corporate Communications (408) 894-4334
	Digital: 	Gloria Bates, Storage Business Unit  (508) 841-6554	 
	QUANTUM ACQUIRES SIGNIFICANT PORTIONS OFDIGITAL'S STORAGE BUSINESS 
Acquisition Positions Quantum for Stronger Leadership Position in Industry, 
Enables Digital to Sharpen Focus on Core Businesses	MILPITAS, Calif., July 
19, 1994: Quantum Corporation (NMS:QNTM) and Digital Equipment Corporation 
(NYSE:DEC) today announced that they have signed an agreement for Quantum to 
purchase Digital's magnetic disk drive, tape drive, solid state disk, and 
thin-film heads businesses for $400 million.  The transaction includes 
Digital's 81% interest in Rocky Mountain Magnetics, Inc., one of the industry 
leaders in the development of magneto-resistive head technology.  The 
transaction has been approved by the boards of directors of both companies, 
but is still subject to appropriate government approval.  It is expected to 
close on or about October 1, 1994.	In conjunction with this transaction, 
Quantum and Digital will sign a supply agreement providing Quantum a 
substantial percentage of Digital's internal hard disk drive requirements for 
its StorageWorks subsystems and core computer systems businesses.  The 
specific terms of the supply agreement were not disclosed.	According to 
William J. Miller, Quantum's chairman and chief executive officer, this 
transaction is a key step in solidifying Quantum's leadership position in the 
storage industry.  "We are very excited about the opportunities this 
transaction presents for Quantum.  Both Quantum and Digital have built strong 
high-capacity drive programs based on superior technical capabilities and 
strong customer acceptance.  The combination of our companies' programs gives 
us the critical mass to be a significant force in the high-capacity 
marketplace," said Miller.   	"Another important benefit for Quantum is the 
acquisition of Digital's expertise in developing and manufacturing traditional 
thin-film and magneto-resistive heads," Miller said.  "Our ownership position 
in Rocky Mountain Magnetics will give us direct access to magneto-resistive 
technology which is a critical technology for achieving the areal density 
increases the industry will see over the next several generations of drives.  
In addition, the vertical integration in heads will help us in our efforts to 
continue lowering our costs."	Robert B. Palmer, Digital's president and chief 
executive officer, said, "Quantum's strong and growing position in the storage 
market and its reputation as both a technology leader and an outstanding 
employer make this transaction quite complementary and beneficial for our 
customers as well as our affected employees.  While these segments of our 
Storage Business Unit have been highly successful and represent some of the 
best technology in the world, this agreement enables Digital to sharpen our 
focus on our core computer systems and components businesses and concentrate 
our resources on providing our customers with Alpha AXP and Intel-based PCs, 
workstations and servers, along with the networks, components and services 
they need to implement open client/server computing environments."
	Charles F. Christ, vice president of Digital's newly created Components 
Division, said, "Digital's disk and tape drives business, along with the thin-
film heads business, are positioned to compete in worldwide markets.  Their 
strength and prospects for the future made the two segments a highly sought-
after operation.  We consider Quantum the perfect choice to carry this 
momentum forward."	Christ said Digital will continue its business 
activities in both the Storage Subsystems and Video and Interactive 
Information Services areas, the two portions of the company's Storage Business 
Unit not included in this transaction.  "This agreement strengthens Quantum's 
position as a major player in the storage marketplace," Christ said.  "As a 
purchaser of storage devices, we're pleased to have Quantum as an even 
stronger supplier in the market."	There are approximately 5,000 regular and 
temporary Digital employees in the Digital businesses being purchased by 
Quantum.  Quantum will also purchase Digital facilities in Shrewsbury, 
Massachusetts and Penang, Malaysia, while leasing facilities in Colorado 
Springs, Colorado and Batam, Indonesia.  "We are extremely proud of the 
contribution these employees have made to the success of Digital's storage 
business," said Christ.  "We are confident that they will find Quantum to be 
an outstanding employer."	Added Miller, "We continue to focus on improving 
our profitability in addition to growing our business.  We intend to take full 
advantage of the tremendous synergies between Digital's storage business and 
Quantum, and will leverage the core competencies of each company as we work to 
integrate the two businesses."	Quantum Corporation is a leading supplier 
of storage products for a broad range of computer platforms, serving OEM and 
distribution customers worldwide.   Widely recognized as the industry's 
quality leader, Quantum is the largest supplier of hard disk drives worldwide 
and has been ranked among the Fortune 500 since 1991.  The company's sales for 
the fiscal year ending March 1994 were $2.1 billion.	Digital Equipment 
Corporation is the world's leader in open client/server solutions from 
personal computing to integrated worldwide information systems.  Digital's 
scalable Alpha AXP and Intel-based platforms, networking, software and 
services, together with industry-focused solutions from business partners, 
help organizations compete and win in today's global marketplace.  Digital's 
revenues for fiscal year 1993 were $14.4 billion.

EX-7

Transaction Complete:  Quantum Acquires Significant 	Page 1Portion of 
Digital's Storage Businesses		October 3, 1994Transaction Complete:  
Quantum Acquires Significant 	Page 1Portion of Digital's Storage Businesses
		October 3, 1994	- more -	- more -FOR IMMEDIATE RELEASE
	Contact:	Catherine Hartsog  			Director, Corporate 
				    Communications			(408) 894-4334	 
	TRANSACTION COMPLETE:  QUANTUM ACQUIRESSIGNIFICANT PORTION OF DIGITAL'S 
STORAGE BUSINESSES	MILPITAS, Calif.,  October 3, 1994: Quantum 
Corporation (NMS:QNTM) today announced that it has completed the purchase of 
Digital Equipment Corporation's hard disk drive, tape drive, solid state disk, 
and thin-film heads business for $360 million, subject to adjustments in 
accordance with the agreement.  The purchase is being financed with $290 
million cash and bank debt and a note to Digital for $70 million.  The 
transaction includes Digital's 81% ownership position in Rocky Mountain 
Magnetics, Incorporated, an industry leader in the development of 
magnetoresistive head technology.  	According to William J. Miller, Quantum's 
chairman and chief executive officer, this move puts Quantum in a position to 
extend its leadership in the storage industry.  "We now have the capabilities 
necessary to develop a more significant position in the high-capacity, high-
performance segment of the market," Miller said.  "We have a broader 
technology portfolio, increased development resources, and access to critical 
magnetoresistive head technology, all of which will be key factors as we move 
to take advantage of the tremendous growth opportunities in the high-end 
segments of the storage market.  	"In addition, we are pleased to be 
bringing Digital's solid state disks and digital linear tape products to 
market as part of the Quantum product portfolio," he continued.  "These 
products have significant competitive advantages which we believe will 
translate to meaningful success in the marketplace."	The two companies also 
finalized a supply agreement covering Digital's internal storage requirements 
for its core systems and StorageWorks businesses.  The specific terms were not 
disclosed, but the agreement guarantees Quantum a significant percentage of 
Digital's internal hard drive, tape, and solid state requirements.  "Digital 
has been a consistent Quantum customer for the past three years, and we look 
forward to strengthening that relationship and meeting their requirements 
across a broader range of products," Miller said.	Quantum also announced 
changes in its organization to support its new and expanded business areas.  
The company now has four business units which are defined by the markets they 
serve:	-	The High Capacity Storage Group develops products for the 
higher end workstation and server markets.   This group, headed by Robert K. 
Maeser, president, will now include Digital's disk drive business, and will 
maintain development centers in Milpitas, California and Shrewsbury, 
Massachusetts.    	-	The Desktop and Portable Storage Group, headed 
by Michael Brown, president, remains focused on drives designed for desktop 
and notebook PCs.   	-	The Recording Heads Group is a newly formed 
organization headed by Ken Lee, Quantum's Chief Technical Officer and 
executive vice president of technology and engineering.  The Recording Heads 
Groups encompasses Digital's thin-film heads business, including both its 
Shrewsbury operations and Rocky Mountain Magnetics.  Lee continues his 
leadership of Quantum's advanced technology development efforts and overall 
strategic technical direction.	-	The Specialty Storage Products Group 
is a newly formed organization which comprises the digital linear tape, solid 
state disk, and flash memory card businesses.  It is headed by Gina Bornino as 
vice president and general manager.  She will also continue in her role as 
vice president of corporate planning and development.	"We have considerable 
challenges ahead of us in integrating the businesses, but our fundamental 
goals have not changed.  We will continue to differentiate Quantum based on 
the superior quality of our products and support capabilities and our ability 
to ramp products quickly to meet customer volume requirements," Miller said.  
"We also remain focused on improving our profitability and the return on the 
capital invested in the business.  We've led the industry in efficiency of 
spending with expenses below 10% of sales the last few quarters.  We intend to 
maintain our leadership in that area and continue our efforts to lower our 
overall cost structure as well," Miller said.  	Quantum Corporation is a 
leading supplier of storage products for a broad range of computer platforms, 
serving OEM and distribution customers worldwide.  Widely recognized as the 
industry's quality leader, Quantum is the largest supplier of hard disk drives 
worldwide and has been ranked among the Fortune 500 since 1991.  The company's 
sales for the fiscal year ending March 1994 were $2.1 billion; sales for its 
first fiscal 1995 quarter were $725 million.   			###