AMENDMENT TO MASTER SUPPLY AND INTELLECTUAL PROPERTY LICENSE AGREEMENT

Exhibit 10.5

AMENDMENT TO
MASTER SUPPLY AND INTELLECTUAL PROPERTY LICENSE AGREEMENT

          THIS AMENDMENT (the “Amendment”) to that certain Master Supply and Intellectual Property License Agreement (the “Agreement”), dated and made effective on December 10, 2002, is made and entered into as of this first day of April, 2003, by and between Quantum Corporation, a Delaware corporation, having its principal place of business at 000 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx, 00000, and its wholly-owned subsidiaries and Affiliates (collectively “Quantum”) and Jabil Circuit, Inc., a Delaware corporation, having its principal place of business at 00000 Xxxxx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx, 00000 and its wholly-owned subsidiaries and Affiliates (collectively “Jabil”).

RECITALS

     NOW, THEREFORE, in consideration of the mutual promises, covenants and other terms and conditions contained in this Amendment and for other good and valuable consideration, the receipt of which is acknowledged by both parties, the parties agree as follows:

     1.      Amendments.

         a)      The Agreement is hereby amended and modified so that Section 1.26 is deleted in its entirety and replaced with the following new section:

                 1.26    a) SSG shall mean Quantum’s Storage Solution Group.

                         b)    The "SSG Products" shall mean that subset of the Products produced for SSG including the Superloader, drive Canister Assemblies and M1500 Products.

         b)      The Agreement is hereby amended and modified so that Section 11.2 is deleted in its entirety and replaced with the following new section:

                 11.2    Jabil Parties' Workmanship Warranty:  Jabil warrants that all of the Products supplied to Quantum hereunder shall conform to all applicable Specifications, and that all such Products except for the SSG Products shall be free from defects in Workmanship for a period of ***** and that the SSG Products shall be free from defects in Workmanship for a period of *****. These warranties are extended to, and may only be enforced by, Quantum.  In addition, Jabil shall use Commercially Reasonable Efforts to assure that vendor warranties with respect to all materials, parts and components used in the Products extend for the benefit of Quantum, regardless of the length of any such warranty. For the avoidance of doubt, this warranty shall not apply to defects resulting from the design of the Products, or from materials, parts, or components, provided that such materials, parts or components have been purchased by Jabil pursuant to the AVL, or as otherwise approved in writing by Quantum.

     2.      Terms; No Other Changes.  Any capitalized terms contained in this Amendment and not defined in this Amendment have the meanings for such terms as are set forth in the Agreement.  Except as expressly provided in this Amendment, the Agreement remains un-amended and unmodified and in full force and effect.

     3.      General.  This Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations, or representations between the parties with respect to the subject matter hereof, whether written or oral.  This Amendment may be modified only by a subsequent written agreement signed by the parties.  If any provision of this Amendment is held to be unenforceable, the remaining provisions will continue unaffected.

     4.      Governing Law and Dispute Resolution.  This Amendment, shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, excluding conflicts of laws principles and any application of the U.N. Convention on Contracts for the International Sale of Goods.  Any dispute between the parties relating to the validity, performance, interpretation or construction of this Amendment shall be resolved in accordance with Delaware law and in the federal or state courts of Delaware.  The parties to this Amendment hereby irrevocably consent to the personal jurisdiction of the federal and state courts in Delaware for the resolution of all disputes hereunder.  Notwithstanding the provisions of this Section, the parties shall have the right to seek relief, including preliminary and permanent injunctive relief, in any court of competent jurisdiction to prevent the unauthorized use, misappropriation, disclosure or infringement of any of intellectual property of the parties or Confidential Information.

*****Confidential treatment has been requested for omitted portions.

IN WITNESS WHEREOF, the parties have had this Amendment executed by their respective duly authorized officers on the day and date first written above. 

                                                                Quantum Corporation

                                                                By:   /s/ Xxxx Xxxx                       
                                                                Name:   Xxxx Xxxx                        
                                                                Title: Vice President DLTG Supply Chain

                                                                Quantum Peripherals (Europe) S.A.

                                                                By:   /s/ Xxxxxx Xxxxxxxx               
                                                                Name:   Xxxxxx Xxxxxxxx                
                                                                Title: VP International Sales             

                                                                Jabil Circuit Inc.

                                                                By:   /s/ Xxxx Xxxxxx                    
                                                                Name:   Xxxx Xxxxxx                    
                                                                Title: Business Unit Director