CONFIDENTIAL PORTIONS OF THIS DOUCMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. AMENDMENT THREE

CONFIDENTIAL PORTIONS OF THIS DOUCMENT HAVE
BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

EXHIBIT 10.17

AMENDMENT THREE

TO

VR² TECHNOLOGY LICENSE AGREEEMENT

This THIRD AMENDMENT  is made this 29th day of March, 2004 by and between, Storage Technology Corporation, a Delaware corporation, having its principal place of business at One StorageTek Dr., Louisville, Colorado 80028 (“StorageTek”), and Overland Storage, Inc., having its principal place of business at 4820 Overland Avenue, San Diego, California   92123 (“Contractor”).

Whereas, StorageTek requests Contractor’s Services and expertise in the re-design of the PRML ASIC, and

Whereas, Contractor desires to provides such Services,

Now therefore, the parties agree to amend the following sections pursuant to the VR2 TECHNOLOGY LICENSE AGREEMENT executed between the parties on July 20, 2000:

4.2.1                     Contract Engineering Services [***]

Add the following for the [***] of StorageTek’s PRML ASIC for the [***] provided to Contractor by StorageTek.  Consulting activities shall be performed at Contractor’s facility and shall include but are not limited to the following: [***]

Such services shall be completed on or before [***].  Specific timelines and milestones shall be mutually agreed upon between Contractor and the StorageTek Project Manager.  Contractor shall contact the StorageTek Project Manager when the verification is complete and when the tape is forwarded to Kawasaki for creation of the chip.

As consideration for such contract engineering Services, StorageTek agrees to pay Contractor [***] based on achievement of the following milestones:

1.               <