EXHIBIT 10.13

                            [CROSSROADS LETTERHEAD]


STRICTLY PRIVATE

To:        Robert Sims

From:      Allen Sockwell

Date:      11/13/01

Subject:   Fiscal Year 2002 Stock Bonus Incentive Program

The fiscal year 2002 Stock Bonus Incentive Program has been developed to reward
individual contributions through Company success and to incent and reward high
individual performance.

The specifics of the plan are:

     1.)  You will be eligible to receive a stock performance grant for 24,129
          shares of the Company's common stock (the "Shares") at a zero cost
          basis except for applicable withholding taxes. You will receive the
          Shares in accordance with the following schedule:

               a.   You will receive up to fifty percent (50%) of the Shares on
                    December 15, 2002, provided (i) the performance goals
                    specified in Paragraph 2 below are attained for fiscal year
                    2002 which ends on October 31, 2002 and (ii) you are an
                    employee of the Company through such date. The actual number
                    of Shares to be issued to you on December 15, 2002 will
                    depend on the level of achievement of the performance goals
                    as specified in Paragraph 2 below.

               b.   You will receive one-half (1/2) of the remaining Shares on
                    June 15, 2003, provided you remain an employee of the
                    Company through such date.

               c.   You will receive the remaining Shares on December 15, 2003,
                    provided you remain an employee of the Company through such
                    date.


     2.)  The number of Shares payable to you on December 15, 2002 will be
          determined as follows:

               a.   Ten percent (10%) of the Shares will be paid provided 100%
                    of the pre-determined Company target revenue for fiscal year
                    2002 is achieved. If less than 100% of the target revenue is
                    achieved, the number of Shares issuable with respect to this
                    performance goal will be reduced in the proportion specified
                    in Paragraph 3.

               b.   Fifteen percent (15%) of the Shares will be issued provided
                    100% of the pre-determined Company target pre-tax income for
                    fiscal year 2002 is achieved. If less than 100% of the
                    target pre-tax income is achieved, the number of Shares
                    issuable with respect to this performance goal will be
                    reduced in the proportion specified in Paragraph 3.


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<PAGE>


               c.   Five percent (5%) of the Shares will be issued on December
                    15, 2002 for fiscal year 2002 upon achievement of EACH of
                    the Management by Objective (MBO) components as defined
                    below such that a total of twenty-five percent (25%) of the
                    Shares will be issued if all the MBOs are achieved:

                            i.   Individual contribution-subjective management
                                 assessment (5%)

                           ii.   Customer satisfaction-one customer
                                 satisfaction objective (5%)

                          iii.   Financial performance-one financial
                                 performance objective (5%)

                           iv.   Selectable-one objective not already selected
                                 in any of the four areas based on
                                 organization primary objectives (5%)

                            v.   Team development-one team development
                                 objective (5%)

The target Company revenue and pre-tax income will be determined by the Company
at its sole discretion. There will be an update quarterly on Company performance
goals.

The MBOs will be selected and approved at the sole discretion of the executive
you report to. The objectives are key to current and future business plans of
the Company. The objectives will be reviewed quarterly with you to validate the
continued relevance of the objective and to communicate your performance in
relation to the objective. An objective can be adjusted at the discretion of the
Company during the year with one over one approval (two management levels) for
unusual or windfall events.

     3.)  The number of Shares issuable on December 15, 2002 for fiscal year
          2002 on the basis of the achievement of less than 100% of the
          Company's performance measures (revenue (10%) and pre-tax income
          (15%)) will be determined as follows:

<Table>
<Caption>
PERCENT OF         PERCENT OF SHARES      PERCENT OF        PERCENT OF SHARES
TARGET ACHIEVED    ALLOCATED TO TARGET    TARGET ACHIEVED   ALLOCATED TO TARGET
---------------    -------------------    ---------------   -------------------
<S>                <C>                    <C>               <C>

<85%               0%                     96%                       96%
=85%               85%                    97%                       97%
 86%               86%                    98%                       98%
 87%               87%                    99%                       99%
 88%               88%                    100%                      100%
 89%               89%
 90%               90%
 91%               91%
 92%               92%
 93%               93%
 94%               94%
 95%               95%
</Table>


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     Income Tax Consequences: You will recognize taxable income upon receipt of
     the Shares. The amount of taxable income will be equal to the fair market
     value of the Shares received. Such income will be subject to all applicable
     income and employment withholding taxes. No Shares will be issued to you
     until receipt by the Company of such taxes.

     Change in Control:

     Any Shares remaining payable at the time of a Change in Control but not
     otherwise payable at such time will automatically accelerate and be paid
     immediately following the effective date of such transaction.

     The term Change in Control is as defined in the Appendix, page A-1, item D,
     of the Crossroads Systems, Inc. 1999 Stock Incentive Plan.

     General Provisions:

     1)   Employees who leave the Company prior to the completion of the stock
          bonus issuance schedule as stated above will not be eligible to
          receive the remaining shares of the grant.

     2)   The 2002 discretionary Stock Bonus Incentive Program has been
          developed for fiscal year 2002 only and is subject to change annually
          and/or as business conditions from time to time dictate.

     3)   This plan is confidential to you. The sharing of this information may
          be grounds for removing you from the Plan.





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