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                                                                   EXHIBIT 10.64

                                            VERITAS SOLUTIONS PROVIDER AGREEMENT

(VERITAS LOGO)

                                  Contract Number.

                                (ENTERPRISE AUTHORIZED ELITE SOLUTIONS PROVIDER)

This VERITAS SOLUTIONS PROVIDER AGREEMENT ("Agreement"), is entered into as of
the date of the last signature below ("Effective Date"), by and between VERITAS
SOFTWARE GLOBAL CORPORATION, a Delaware corporation having a place of business
at 350 Ellis Street, Mountain View, CA 94043, ("VERITAS") and MTI Technology
Corp. a [ILLEGIBLE] corporation, having a place of business at 4905 E. La Palma,
Anaheim, CA 92807 ("SOLUTIONS PROVIDER").

1.    DEFINITIONS. The following terms as used in this Agreement shall have the
      meanings assigned below. The terms may be used in the singular or in the
      plural, as the context requires.

      (a)   "ANNUAL SALES TARGET" means the annual minimum sales target set
            forth in Exhibit B (Program Requirements, Benefits and Terms),
            comprising total license revenue, net of discounts, paid to VERITAS
            for Solutions Provider's purchases of Qualified Product under this
            Agreement.

      (b)   "DEMONSTRATION COPY" means a copy of Software with which Solutions
            Provider may demonstrate Software capabilities to potential End
            Users.

      (c)   "DIRECT SOURCING ADDENDUM" or "DSA means an attachment hereto which,
            if executed between Solutions Provider and VERITAS, sets forth the
            terms under which Solutions Provider shall exclusively order and
            obtain Products, Professional Services and Support for distribution
            to End Users.

      (d)   "END USER" means a licensee of Products who acquires such products
            for its internal use rather than distribution or sublicensing.

      (e)   "END USER LICENSE" means the then-current software license terms
            delivered by VERITAS with the Products, as modified by VERITAS from
            time to time or, if applicable, the software license agreement
            negotiated and signed between VERITAS and the End User for the
            Products.

      (f)   "LICENSE KEY" means an alphanumeric code that enables an End User to
            access and operate all or a portion of the Software.

      (g)   "LIMITED SOURCING ADDENDUM" or "LSA" means an attachment hereto
            which, if executed between Solutions Provider and VERITAS, indicates
            the Master Distributor from whom Solutions Provider shall
            exclusively order and obtain Products, Professional Services and
            Support for distribution to End Users.

      (h)   "MASTER DISTRIBUTOR" means an entity VERITAS authorizes under a
            master distributor agreement to distribute Product, Professional
            Services and Support to VERITAS resellers such as Solutions
            Provider. The then-current Master Distributors are as listed in the
            "Distributors" area on the VERITAS Solutions Provider partner
            website, as updated from time to time.

      (i)   "PRICE LIST" means VERITAS' then-current list of End User prices for
            available Products, related Support and Professional Services within
            the applicable region.

      (j)   "PRODUCT" means each of the Software available on VERITAS' Price
            List and specified in Exhibit A (Products) including media, related
            User Documentation and Updates pertaining to such Software.

      (k)   "PROFESSIONAL SERVICES" means VERITAS' installation, implementation,
            configuration, professional or consulting services packages (and
            associated consultant expense packages), including End User training
            for Products, available on VERITAS' Price List.

      (l)   "PROGRAM REQUIREMENTS" means the requirements for Solution
            Provider's designated partner level within VERITAS' Partner Program,
            set forth in Exhibit B (Program Requirements, Benefits and Terms).

      (m)   "QUALIFIED PRODUCT" means a Product so identified on Exhibit A
            (Products). Only net license revenue to VERITAS from Solutions
            Provider's purchases of Qualified Product may be counted towards the
            Annual Sales Target, as further described in Exhibit B (Program
            Requirements, Program Benefits and Terms).

      (n)   "QUALIFIED REVENUE" means the license fee revenue received by
            VERITAS (net of any discounts) for Solutions Provider's purchases of
            Qualified Product from source(s) authorized by VERITAS under
            Solutions Provider's LSA or DSA, as applicable.

      (o)   "SALES PORTAL" means an electronic sales order placement and
            reporting system designated by VERITAS.

      (p)   "SOFTWARE" means a VERITAS software product in object code form as
            made available by VERITAS on its Price List.

      (q)   "SPECIFIED FULFILLMENT ADDENDUM" or "SFA means an attachment hereto
            which, if executed between Solutions Provider and VERITAS, sets
            forth the terms under which Solutions Provider may fulfill delivery
            of Product and Support to a specific End User pursuant to such End
            User's negotiated End User License and negotiated pricing with
            VERITAS.

      (r)   "SUPPORT" means standard VERITAS' technical support for a Product,
            as available on VERITAS' Price List and provided pursuant to
            VERITAS' then-current technical support policy under VERITAS'
            support contract with the End User.

      (s)   "TERM" means the term of this Agreement as set forth in Exhibit B
            (Program Requirements, Benefits and Terms).

      (t)   "TERRITORY" means the geographic region(s) within which Solutions
            Provider may distribute Products to End Users, as indicated in
            Exhibit B (Program Requirements, Benefits and Terms).

      (u)   "UPDATES" means a subsequent release of Software which VERITAS makes
            generally available to End Users who have current subscriptions to
            Support for the Software. Updates may include error corrections and
            enhancements, but shall not include any release, option or future
            product which VERITAS licenses separately.

      (v)   "USER DOCUMENTATION" means any End User manuals, release notes,
            installation notes, and other materials delivered by VERITAS with
            the Products (in hard copy or electronic formats).

2.    APPOINTMENT. Subject to the terms and conditions of this Agreement,
      VERITAS hereby appoints Solutions Provider and Solutions Provider hereby
      accepts appointment as a non-exclusive reseller of the Products,
      Professional Services and first year Support as further described in this
      Agreement. Solutions Provider's level within VERITAS' Partner Program is
      as designated in the Exhibit B (Program Requirements, Program Benefits and
      Terms) executed between VERITAS and Solutions Provider. VERITAS reserves
      the right to distribute the Products, Professional Services and Support
      directly and indirectly through all channels including through OEMs, other
      resellers, or integrators.

3.    TERM. The Term of this Agreement is as set forth in Exhibit B (Program
      Requirements, Benefits and Terms), subject to termination under Section 10
      ("Termination") below.

                                            VERITAS Solutions Provider Agreement
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4.    SOLUTION PROVIDER RIGHTS AND LICENSES.

      (a)   PURCHASE AND DISTRIBUTION RIGHTS. Subject to Solution Provider's
            compliance with this Agreement and the Program Requirements, during
            the Term VERITAS grants Solutions Provider the non-exclusive,
            non-transferable right in the Territory to (i) purchase the
            Products, Support and Professional Services as set forth in the LSA
            or DSA, as applicable, for resale to End Users, and to (ii)
            distribute the Products, Support and Professional Services Solely to
            End Users, under the terms of the End User License and the Technical
            Support Terms and Conditions.

      (b)   DEMONSTRATION COPIES AND UPDATES. VERITAS may, at its sole
            discretion, make Demonstration Copies available to Solutions
            Provider on an as-requested basis. If VERITAS does provide
            Demonstration Copies, then VERITAS grants Solutions Provider a
            non-exclusive, non-transferable right for Solutions Provider to use
            such Demonstration Copies, during the Term and in the Territory,
            solely for the purpose of Solutions Provider's demonstrating
            Software capabilities to potential End Users. VERITAS will provide
            Updates to Solutions Provider's authorized Demonstration Copies
            (upon Solutions Provider's request).

      (c)   RESTRICTIONS. Without limitation, Solutions Provider shall not

            (1)   use or duplicate the Software or User Documentation (including
                  Demonstration Copies) for any purpose other than as specified
                  in this Agreement, or make the Software available to
                  unauthorized third parties;

            (2)   cause or permit any party procuring the Product from Solutions
                  Provider to sublicense, timeshare, rent or lease the Product;

            (3)   use or permit Demonstration Copies to be used for its or a
                  third party's internal production use;

            (4)   resell Product and/or Support to End Users who have a
                  negotiated End User License signed with VERITAS, except
                  pursuant to an executed Specified Fulfillment Addendum;

            (5)   resell Product site licenses, service provider licenses
                  (including managed service provider, application service
                  provider, or other usage models not permitted under VERITAS'
                  standard unmodified End User License) except pursuant to a
                  Specified Fulfillment Addendum or other mutual written
                  agreement executed between the parties;

            (6)   cause or permit the reverse engineering, disassembly,
                  decompilation or other attempt (i) to defeat, avoid, bypass,
                  remove, deactivate or otherwise circumvent any software
                  protection mechanism in, or (ii) to derive the source code of
                  the underlying ideas, algorithms, structure or organization
                  from Products, except to the extent required by law; nor

            (7)   obtain Products from other than its VERITAS-authorized
                  source(s) under its LSA or DSA, as applicable, or distribute
                  Products, Support or Professional Services to individuals or
                  entities other than End Users.

      (d)   OTHER OFFERINGS. Future Products may be added to this Agreement upon
            mutual agreement. VERITAS is not obligated to offer future Products,
            Professional Services or Support programs at the same terms and/or
            conditions stated in this Agreement. VERITAS has the right to
            discontinue the distribution or availability of any Product upon
            thirty (30) days prior written notice to Solutions Provider.

5.    SOLUTION PROVIDER OBLIGATIONS.

      (a)   PROGRAM REQUIREMENTS. Solution Provider shall fulfill the applicable
            Program Requirements, as they may be updated by VERITAS from time to
            time, and maintain compliance with such Program Requirements during
            the Term.

      (b)   MARKETING AND TRADEMARKS.

            (1)   Solutions Provider agrees to use reasonable commercial efforts
                  to market and distribute the Products, Professional Services
                  and Support. Solutions Provider may use the VERITAS Trademarks
                  solely to refer to VERITAS' Products, Professional Services
                  and Support in connection with Solutions Provider's
                  distribution, advertising and promotion for the Products,
                  Professional Services and Support as authorized under this
                  Agreement.

            (2)   Solutions Provider agrees not to use "VERITAS," either the
                  word mark or the VERITAS logo, or the applicable Product
                  trademarks (the "VERITAS Trademarks") as any portion of the
                  Solution Provider's tradename or trademark for its business,
                  services or other products. Solutions Provider will comply
                  with any marketing and trademark guidelines provided by
                  VERITAS from time to time, and in its marketing efforts
                  Solutions Provider will not engage in any deceptive,
                  misleading, illegal or unethical practices that may be
                  detrimental to VERITAS or to the Products, Professional
                  Services or support.

            (3)   Solutions Provider agrees to not remove and to include all
                  applicable copyright and trademark notices of VERITAS as they
                  appear on or in the Products and in all advertisements and
                  marketing materials provided or approved by VERITAS.

            (4)   Before publishing any press releases referencing VERITAS
                  Trademarks, Solutions Provider shall obtain VERITAS' prior
                  written consent, which shall not be unreasonably delayed or
                  denied. Otherwise, Solutions Provider agrees to obtain
                  VERITAS' approval before distributing any advertising or
                  marketing material for the Products and or for Support, if and
                  as requested by VERITAS.

            (5)   Neither Solutions Provider nor any of its employees,
                  consultants, representatives, agents or affiliates is
                  authorized to make any warranty or representation, express or
                  implied, on behalf of VERITAS.

      (c)   ANNUAL SALES TARGET. Solutions Provider's Annual Sales Target will
            be as set forth in Exhibit B (Program Requirements, Benefits and
            Terms). If Solutions Provider fails to meet such Annual Sales
            Target, VERITAS may adjust Solutions Provider's level within the
            VERITAS Partner Program, as further discussed in Exhibit 6, or
            terminate this Agreement in accordance with the provisions of
            Section 10 ("Termination").

      (d)   ORDERING. Solutions Provider shall execute either an Limited
            Sourcing Addendum (LSA) or a Direct Sourcing Addendum (DSA) with
            VERITAS. The LSA or DSA, as applicable, shall indicate the
            authorized source(s) and terms under which Solutions Provider shall
            obtain Product, Support and Professional Services for resale to End
            Users.

      (e)   END USER LICENSE. VERITAS shall include its then-standard license
            terms and conditions in the Product (and/or associated packaging)
            made available to Solutions Provider. Solutions Provider shall
            include, and shall not remove, such license terms and conditions
            with each unit of the Product distributed.

      (f)   LICENSE KEYS. A Product may require the application of a License
            Key. End Users shall obtain any necessary License Keys through
            VERITAS' then-current License Key management processes, as modified
            by VERITAS from time to time. As of the Effective Date, License Keys
            may be obtained by completing VERITAS' vLicense request process, as
            described in Exhibit C (vLicense Web Based License Key Fulfillment
            Application). If an End User requests, Solutions Provider may use
            the vLicense request process to obtain the License Key for the End
            User, strictly on behalf of and for use by such End User with
            Software licensed under its End User License.

                                            VERITAS SOLUTIONS PROVIDER AGREEMENT
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      (g)   SUPPORT. Solutions Provider will make its best efforts to sell first
            year annual Support for every license of Product distributed to the
            End User. Such Support shall be provided to End Users pursuant to
            VERITAS' then-current Technical Support Terms and Conditions,
            available from VERITAS Customer Support and updated by VERITAS from
            time to time. An End User shall not be entitled to access Support
            until the End User completes and submits the support
            registration/contact form included in the Technical Support Terms
            and Conditions to VERITAS and VERITAS accepts such order.

      (h)   PROFESSIONAL SERVICES. Professional Service packages are fulfilled
            by VERITAS Enterprise Consulting Services on an as-available basis.
            If Solutions Provider resells VERITAS Professional Services,
            Solutions Provider is responsible to ensure the End User is also
            sold an associated consultant expense package. Solutions Provider is
            responsible for all collections of Professional Services consultant
            expenses from the End User as appropriate.

      (i)   WARRANTY SERVICE AND RETURNS. If a Product qualifies for warranty
            service under the warranty provisions of the applicable End User
            License, Solutions Provider will return the Product to VERITAS for a
            replacement media kit. Solutions Provider must first obtain a return
            of materials authorization (RMA) number under VERITAS' then current
            return policy and process. Solutions Provider shall obtain RMAs and
            arrange for return of Product to VERITAS either through its Master
            Distributor or directly with VERITAS, depending on whether Solutions
            Provider has executed an LSA or a DSA under this Agreement,
            respectively. In order to be eligible for warranty service, the
            entire originally shipped contents of the defective Product
            (including media) must be returned to VERITAS at VERITAS' cost,
            accompanied by a dated sales receipt for the defective Product,
            within thirty (30) days of Solutions Provider's receipt from the End
            User. VERITAS will replace returned defective media kits on a
            one-for-one basis. Solutions Provider will be responsible to arrange
            for delivery of the replacement Product , if any, to the End User.

      (j)   REPORTING. Exhibit B (Program Requirements, Benefits and Terms) sets
            forth whether and under what terms Solutions Provider shall submit a
            monthly sales report to VERITAS.

      (k)   RECORDS/AUDIT.

            (1)   Solutions Provider agrees to maintain complete and accurate
                  records of its activities under this Agreement, including
                  without limitation usage and location of Demonstration Copies,
                  records of the number of copies of each Product and/or Support
                  contracts distributed to End Users, to whom they were
                  distributed and payments received therefor, and (if
                  applicable) the use of and Users of User Ids and Passwords
                  under Solutions Provider's DSA.

            (2)   Solutions Provider shall maintain and make available such
                  records for at least three (3) years following termination of
                  this Agreement. Solutions Provider shall permit VERITAS or
                  persons designated by VERITAS to audit Solution Provider to
                  confirm compliance with this Agreement. VERITAS shall give
                  Solutions Provider ten (10) days prior written notice before
                  commencement of any audit. Any such audit shall be conducted
                  during Solutions Provider's regular business hours in such a
                  manner as not to unreasonably interfere with normal business
                  activities of Solutions Provider.

            (3)   Solutions Provider shall pay VERITAS any underpayments
                  reported from such audit immediately upon receipt of invoice.
                  The costs of conducting such audit will be paid by VERITAS
                  unless the audit discloses that Solution Provider's
                  underpayment of fees due exceeds five percent (5%) of the fees
                  owed for the period audited, in which case Solutions Provider
                  shall pay for the costs of the audit.

      (l)   GOVERNMENT REQUIREMENTS. Solutions Provider shall obtain and
            maintain all permits, licenses and government registrations
            necessary or appropriate to perform its obligations under this
            Agreement, and shall complete all filings and obtain any
            governmental authorities required by applicable law, including
            without limitations those necessary to enable Solutions Provider to
            make payments to VERITAS. On VERITAS' request, Solutions Provider
            shall provide VERITAS written assurances of such compliance.

6.    OWNERSHIP OF PROPRIETARY RIGHTS. VERITAS retains all right, title and
      interest in the Product, including in all copies, improvements,
      enhancements, modifications and derivative works of the Products and all
      patent, copyright, trade secret and trademark rights pertaining to the
      Products. Solutions Provider will take all reasonable measures to protect
      VERITAS' proprietary rights in the Products. Solutions Provider will
      distribute the Products in the packaging and with the markings as provided
      by VERITAS, and shall not alter or remove VERITAS' proprietary notices.

7.    NON-DISCLOSURE. By virtue of this Agreement, Solutions Provider may be
      exposed to certain information concerning VERITAS' Products, proposed new
      software products, Program Requirements, License Keys, pricing and other
      information not generally known to the public (including the terms and
      conditions of this Agreement), all of which are the confidential and
      proprietary information of VERITAS ("Confidential Information"). Solutions
      Provider may use Confidential Information solely as necessary to order and
      resell Products, Professional Services and Support under this Agreement.
      Solutions Provider agrees that during and after the term of this Agreement
      it will not disclose any Confidential Information without VERITAS' prior
      written consent to any third party and will take all necessary
      precautions, using in any event not less than a reasonable degree of care,
      to protect and keep confidential the Confidential Information.

8.    WARRANTY AND DISCLAIMER

      (a)   END USER. VERITAS warrants the Products TO THE END USER ONLY
            pursuant to the terms and conditions of the End User License.
            Solutions Provider shall be solely responsible for any claims,
            warranties or representations made by Solutions Provider or
            Solutions Provider's employees or agents which differ from the
            warranty provided by VERITAS in its End User License.

      (b)   SOLUTIONS PROVIDER. Demonstration Copies (and the Sales Portal, if
            applicable) are provided to Solutions Provider on an as-is basis.
            VERITAS MAKES NO WARRANTIES TO SOLUTIONS PROVIDER RELATING TO THE
            PRODUCTS, PROFESSIONAL SERVICES, SUPPORT OR SALES PORTAL. VERITAS,
            TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ANY OTHER
            WARRANTY, CONDITION, TERM, UNDERTAKING OR REPRESENTATION, EXPRESS OR
            IMPLIED, RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
            ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE,
            MERCHANTABILITY OR ANY WARRANTY ARISING FROM COURSE OF PERFORMANCE,
            COURSE OF DEALING OR USAGE OF TRADE.

9.    INDEMNIFICATION.

      (a)   VERITAS agrees, at its expense, to defend any third party claim made
            against Solutions Provider that the Products infringe a patent,
            copyright or trade secret, and shall indemnify Solutions Provider
            against any and all damages and losses finally awarded against the
            Solutions Provider based upon such claims (or agreed upon by VERITAS
            in settlement), provided that Solutions Provider: (1) provides
            VERITAS prompt written notice of the claim to; (2) provides VERITAS
            authority, assistance and information to perform its duties under
            this Subsection 9(a); (3) grants VERITAS sole control of the defense
            and all related settlement negotiations; and (4) has not compromised
            or prejudiced VERITAS' position on the claim.

                                            VERITAS SOLUTIONS PROVIDER AGREEMENT
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      (b)   VERITAS shall have no obligation to defend or indemnify Solution
            Provider for any claim that is based on (i) a modification of the
            Product not provided by VERITAS; (ii) use of a superseded release of
            the Products if VERITAS has made available to Solutions Provider a
            current release of the Products; or (iii) the use of the Products in
            combination with any software, hardware, data or other materials not
            provided by VERITAS where such infringement would not have occurred
            but for the combination.

      (c)   If the Products are held or may be held, in VERITAS' opinion, to
            violate a third party's patent, copyright or trade secret rights,
            VERITAS may: (1) obtain for Solutions Provider the right to continue
            to resell the Products under the terms of this Agreement; (2) modify
            the Products to be non-infringing; or (3) terminate Solution
            Provider's rights and VERITAS' obligations under this Agreement with
            respect to such Products.

            NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, SECTION
            9(a)-(c) STATE SOLUTION PROVIDER'S SOLE AND EXCLUSIVE REMEDY AND
            VERITAS' SOLE AND EXCLUSIVE LIABILITY, REGARDING INFRINGEMENT OR
            MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD
            PARTY BY THE PRODUCTS.

      (d)   Solutions Provider shall indemnify and hold VERITAS harmless from
            any claims or damages, inclusive of VERITAS' attorneys' fees,
            resulting from (i) third party claims against VERITAS arising from
            Solutions Provider's use of any product not provided by VERITAS but
            used in combination with the Products, if such claim would have been
            avoided by the exclusive use of the Products; and (ii) from Solution
            Provider's (including its representatives) breach of any of Sections
            5 (Solutions Provider Obligations), 6 (Ownership of Proprietary
            Rights), 7 (Nondisclosure), 8 (Warranty and Disclaimer),
            12(j)(Foreign Corrupt Practices Act) and 12(k)(Export controls) of
            this Agreement.

10.   TERMINATION

      (a)   TERMINATION. Either party may terminate this Agreement (i) for its
            convenience upon thirty (30) days prior written notice to the other
            party, or (ii) for the other party's breach upon ten (10) days prior
            written notice, if such breach remains uncured at the end of the
            notice period.

      (b)   EFFECT OF TERMINATION. Upon termination of this Agreement:

            (i)   All rights granted Solutions Provider hereunder shall
                  immediately terminate, and Solutions Provider shall
                  immediately cease reselling and distributing the Products,
                  Support and Professional Services, and cease using the
                  Trademarks and discontinue all representations that it is a
                  VERITAS Solutions Provider.

            (ii)  Solution Provider shall promptly destroy any Confidential
                  Information (including any copies or extracts thereof) and any
                  copies of the Products in its possession or control, including
                  Demonstration Copies and any undistributed License Keys, and
                  within ten (10) days of termination shall certify in writing
                  through a corporate officer that all such items have been
                  destroyed.

            (iii) Termination shall not affect payment obligations accruing on
                  or before the effective date of termination, except that the
                  payment date of all payments due VERITAS shall automatically
                  be accelerated so that they shall become due and payable on
                  the effective date of termination, even if longer terms had
                  been provided previously.

            (iv)  Neither party shall be entitled to any compensation, damages
                  or payments in respect to goodwill that has been established
                  or for any damages on account of prospective profits or
                  anticipated sales, and neither party shall be entitled to
                  reimbursement in any amount for any training, advertising,
                  market development, investments or other costs that may have
                  been expended by either party before the termination of this
                  Agreement, regardless of the reason for, or method of,
                  termination of this Agreement. Solutions Provider hereby
                  waives its rights under applicable laws for any such
                  compensation, reimbursement, or damages.

      (c)   SURVIVAL. The following terms shall survive any expiration or
            earlier termination of this Agreement:

                  Sections 1 (Definitions), 5(k) (Records/Audit), 7
                  (Non-Disclosure), 8 (Warranty and Disclaimer), 9
                  (Indemnification), 10 (Termination), 11 (Limitation of
                  Liability), 12 (Miscellaneous), and Solution Provider's
                  payment obligations accrued under this Agreement prior to the
                  effective date of termination.

11.   LIMITATION OF LIABILITY

      IN NO EVENT SHALL VERITAS OR ITS SUPPLIERS BE LIABLE TO SOLUTIONS PROVIDER
      OR ANY PERSON FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
      DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS
      OF DATA, LOSS OF GOOD WILL, COVER AND RELIANCE, INTERRUPTION OF BUSINESS
      OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS WHETHER IN CONTRACT, TORT
      (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE IN CONNECTION WITH
      OR ARISING OUT OF THIS AGREEMENT, EVEN IF VERITAS, ITS SUPPLIERS OR ITS
      AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      EXCEPT AS LIMITED BY APPLICABLE LAW, IN NO EVENT SHALL VERITAS' TOTAL
      LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE)
      IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID
      BY SOLUTIONS PROVIDER TO VERITAS DURING THE SIX MONTHS PRECEDING THE
      CIRCUMSTANCES FIRST GIVING RISE TO THE CLAIM OF LIABILITY, AND IF SUCH
      DAMAGES RESULT FROM THE SOLUTIONS PROVIDERS USE OF A PRODUCT, SUPPORT OR
      PROFESSIONAL SERVICES PROVIDED UNDER THIS AGREEMENT, SUCH LIABILITY SHALL
      BE LIMITED TO FEES PAID FOR THE RELEVANT PRODUCT, SUPPORT OR PROFESSIONAL
      SERVICES GIVING RISE TO THE LIABILITY.

      THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL
      PURPOSE OF ANY LIMITED REMEDY.

12.   MISCELLANEOUS

      (a)   NOTICES. All notices (including address change notices) will be in
            writing and will be sent to the address of the recipient set out on
            the front page of this Agreement, (or such other address as the
            recipient may designate by notice given in accordance with this
            Section 12(a)). All notices permitted or required under this
            Agreement shall be delivered in person or by certified or registered
            express mail. Notices may also be sent by confirmed facsimile
            transmission, provided such notice is also given by mail as
            described in the preceding sentence. Notices shall be effective upon
            receipt, and receipt shall be deemed upon personal delivery or upon
            the fifth (5th) business day after deposit in the mail. If notice is
            sent to VERITAS, it shall be sent to Attn: General Counsel/Legal.

      (b)   FORCE MAJEURE. Neither party shall be in default of any obligation
            (other than a payment obligation) by reason of any failure to
            perform or delay in performing due to unforeseen circumstances or to
            causes beyond such party's reasonable control, including but not
            limited to acts of God, war, riot, embargoes, acts of civil or
            military authorities, fire, floods, accidents, strikes, or shortages
            of transportation, facilities, fuel, energy, labor or materials.




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      (c)   ASSIGNMENT. Either party may assign this Agreement in whole to (1) a
            successor in interest to all or substantially all of its assets,
            whether by sale, merger, or otherwise, or (2) to its parent or to a
            wholly-owned subsidiary of such party or of its parent, on written
            notice to the other. However, upon any assignment by Solutions
            Provider, VERITAS reserves the right to terminate this Agreement on
            ten (10) days prior written notice. For the purposes of this
            provision, a change in the persons or entities who control fifty-
            percent (50%) or more of the equity, securities or voting interest
            of a party (whether in a single transactions or a series of
            transactions) shall be considered an assignment.

      (d)   WAIVER. Any failure to enforce any provision of this Agreement shall
            not constitute a waiver thereof or of any other provision. A waiver
            of any breach or default shall not constitute a waiver of any other
            right for subsequent or other breach or default. Any waiver to be
            effective must be in writing signed by the waiving party.

      (e)   SEVERABILITY. If any provision or part of this Agreement is found by
            a court of competent jurisdiction or other competent authority to be
            illegal or unenforceable, it will be enforced to the maximum extent
            permissible, and the legality and enforceability of the other
            provisions of this Agreement will remain in full force and effect.

      (f)   INJUNCTIVE RELIEF. It is expressly agreed that a violation of
            VERITAS' intellectual property rights, or Solution Provider's
            obligations with respect to Confidential Information, shall cause
            irreparable harm to VERITAS for which a remedy at law would be
            inadequate. Therefore, in addition to any and all remedies available
            at law, VERITAS shall be entitled to an injunction or other
            equitable remedies in all legal proceedings in the event of any
            threatened or actual violation of any or all of the provisions
            hereof.

      (g)   RELATIONSHIP BETWEEN THE PARTIES. Each of the parties is an
            independent contractor as to the other. Nothing contained herein
            shall be construed as creating any agency, partnership,
            franchiseeship, or other form of joint enterprise between the
            parties.

      (h)   HEADINGS. The section headings appearing in this Agreement are
            inserted only as a matter of convenience and in no way define,
            limit, construe or describe the scope or extent of such section or
            in any way affect such section.

      (i)   U.S.GOVERNMENT RIGHTS. The Software and User Documentation are
            deemed to be "commercial computer software" and "commercial computer
            software documentation", respectively, as defined in FAR Section
            12.212 and DFARS Section 227.7202, or their successor provisions, as
            applicable. Any use, modification, reproduction release,
            performance, display or disclosure of the Software and User
            Documentation by the US. Government shall be solely in accordance
            with the terms of the End User License. Solutions Provider agrees
            that each copy of the Product distributed to the U.S. Government
            pursuant to the FAR and DFARS will bear the restricted rights legend
            specified therein.

      (j)   FOREIGN CORRUPT PRACTICES ACT. Solutions Provider (including its
            officers, directors, employees and agents) shall not pay, offer,
            promise or authorize the payment, directly or indirectly, of any
            monies or anything of value to any official or employee of any
            foreign government, including any government-owned or controlled
            entity, or of a public international organization, or any political
            party, party official, or candidate for political office, for the
            purpose of improperly inducing or rewarding favorable treatment or
            advantage in connection with this Agreement or with Solutions
            Provider's relationship with VERITAS.

      (k)   EXPORT CONTROLS. Each party agrees to comply with all applicable
            laws, rules, and regulations in connection with its activities under
            this Agreement. Solutions Provider will not export or re-export
            (directly or indirectly) the Products or other technical data
            without complying with U.S. Export Administration Act of 1979, as
            amended, and the regulations promulgated thereunder.

      (l)   GOVERNING LAW. This Agreement will be governed by and construed in
            accordance with the laws of the State of California, exclusive of
            any provisions of the United Nations Convention on Contracts for
            Sale of Goods, including any amendments thereto, and without regard
            to principles of conflicts of law. Any legal action or proceeding
            relating to this Agreement shall be instituted in a state or federal
            court in Santa Clara County, California. VERITAS and Solutions
            Provider agree to submit to the jurisdiction of, and agree that
            venue is proper in, these courts in any such legal action or
            proceeding.

      (m)   STATUTE OF LIMITATIONS. Except for VERITAS' claims for unpaid fees
            or breach of confidentiality or infringement of any intellectual
            property right, any action arising out of or relating to this
            Agreement or products or services provided hereunder must be
            commenced within two (2) years from the date on which the
            circumstances giving rise to the claim were known or reasonably
            should have been known.

      (n)   COUNTERPARTS. This Agreement may be signed in two counterparts which
            together shall form a single agreement as if both parties had
            executed the same document. Signed copies of this Agreement
            (including any of its addenda, attachments, and exhibits, and any
            purchase order forms submitted hereunder) provided via facsimile
            transmission will be deemed binding the same extent as original
            documents.

      (o)   SOLUTIONS PROVIDER AUTHORITY. Solutions Provider warrants that it
            has full authority to enter into and perform this Agreement, and the
            person signing this Agreement on Solution Provider's behalf has been
            duly authorized and empowered to do so. Solutions Provider
            acknowledges that it has read this Agreement, understands it and
            agrees to be bound by it.

      (p)   ENTIRE AGREEMENT. It is expressly agreed that the terms of this
            Agreement, including any addenda hereto, shall supersede (1) any
            VERITAS Partner Program guidelines or frequently-asked-question(FAQ)
            information, or (2) any different, inconsistent or preprinted terms
            in any invoice, order form, acknowledgement or confirmation issued
            by Solutions Provider, regardless of whether such document is signed
            and returned by VERITAS. As to Solutions Provider, in the event of
            any conflict between this Agreement and any unsigned or "shrinkwrap"
            license included in any Product package, media or electronic version
            provided by VERITAS, the terms of this Agreement shall govern and
            any such Product shall be licensed to Solutions Provider under the
            terms of this Agreement. This Agreement including its addenda is the
            complete and exclusive agreement between the parties with respect to
            the subject matter hereof, and supersedes any previous or
            contemporaneous agreement, proposal, commitment, or representation,
            whether oral or written, and any other communications between the
            parties in relation to such subject matter. Any modifications to
            this Agreement shall be made in writing and must be duly signed by
            authorized representatives of each party or they shall be void and
            of no effect. This Agreement does not constitute an offer by VERITAS
            and it shall not be effective until signed by both parties.

                                            VERITAS SOLUTIONS PROVIDER AGREEMENT
                                                              VERSION (05.15.02)
                                                                          PAGE 5

<PAGE>
<TABLE>
<CAPTION>
ATTACHMENTS
<S>               <C>
    EXHIBIT A:    PRODUCTS

    EXHIBIT B:    PROGRAM REQUIREMENTS, PROGRAM BENEFITS AND TERMS

    EXHIBIT C:    vLlCENSE (WEB BASED LICENSE KEY FULFILLMENT APPLICATION)

    EXHIBIT D:    LIMITED SOURCING ADDENDUM (LSA)

            Or    DIRECT SOURCING ADDENDUM (DSA) (as applicable and as executed between Solutions Provider and VERITAS)
</TABLE>


AGREED AND ACCEPTED as of the Effective Date:


VERITAS SOFTWARE GLOBAL CORPORATION     SOLUTIONS  MTI TECHNOLOGY CORP.
                                        PROVIDER   -----------------------------

By: /s/ John F. Brigden                 By: /s/ Mark A. Franzen
   --------------------------------        -------------------------------------
Name: John F. Brigden                   Name: Mark A. Franzen

Title: Vice President                   Title: Chief Financial Officer
       and General Counsel                    ----------------------------------
       ----------------------------


Date                                    Date
Signed: 1-9-03                          Signed: December 13, 2002
       ----------------------------             --------------------------------


[VERITAS LEGAL STAMP OMITTED]

                                            VERITAS Solutions Provider Agreement
                                                              version (05.15.02)
                                                                          Page 6
<PAGE>
FOR USE WITH ENTERPRISE AUTHORIZED ELITE SOLUTIONS PROVIDERS ONLY.

                                    EXHIBIT A
                                    PRODUCTS

This EXHIBIT A, PRODUCTS ("Exhibit A") is an attachment to the VERITAS Solutions
Provider Agreement between VERITAS and Solutions Provider ("Agreement"). All
capitalized terms not otherwise defined in this Exhibit A shall have the
meanings given in the Agreement, including its other attachments.

1.    PRODUCT DESIGNATIONS. VERITAS' designation of standard Products as either
      "Enterprise" or "Commercial" products are as found on the VERITAS Partner
      Network website, as updated by VERITAS from time to time.

2.    AUTHORIZED RESALE.

      (a)   PRODUCTS. During the Term, during such time as Solutions Provider
            satisfies all Program Requirements set forth in Exhibit B (Program
            Requirements, Program Benefits, and Terms), VERITAS Solutions
            Provider is authorized to resell the following VERITAS Products (and
            related Support and Training):

            -     VERITAS Products designated by VERITAS as "ENTERPRISE"
                  software product; and

            -     VERITAS Products designated by VERITAS as "COMMERCIAL"
                  software product

      (b)   INTERIM SELLING. Notwithstanding Section 2(a) above, during the
            first six (6) months of the initial Term of the Agreement, if
            Solutions Provider has not yet completed the education and
            certification requirements described in Exhibit 6, Section
            3(d)(Training and Certifications) of the Agreement, Solutions
            Provider may purchase and resell the Products described in Paragraph
            2(a) above (and related Support and Training) provided Solutions
            Provider is making good faith efforts and progress to satisfy the
            Program Requirements, as determined solely by VERITAS in its good
            faith estimation.

3.    QUALIFIED PRODUCTS. Only those ENTERPRISE products which Solutions
      Provider obtains from the authorized sources indicated on Solutions
      Provider's LSA or DSA, as applicable, are Qualified Products for purposes
      of determining the Qualified Revenue counting towards Solutions Provider's
      Annual Sales Target, as further described in Exhibit B, Section
      2(b)(Annual Sales Target).

4.    PRODUCT SOURCING.

      (a)   Solutions Provider shall, as indicated by VERITAS, execute either a
            Limited Sourcing Addendum (LSA) or Direct Sourcing Addendum (DSA)
            with VERITAS under the Agreement.

      (b)   The LSA or DSA, as applicable, indicates the authorized source(s)
            from which Solutions Provider shall exclusively obtain Products,
            Support and Training for resale to End Users




                                                     ENTERPRISE AUTHORIZED ELITE
<PAGE>
FOR USE WITH ENTERPRISE AUTHORIZED ELITE SOLUTIONS PROVIDERS ONLY.


                                    EXHIBIT B

                PROGRAM REQUIREMENTS, PROGRAM BENEFITS AND TERMS

This EXHIBIT B ,PROGRAM REQUIREMENTS, PROGRAM BENEFITS AND TERMS supplements the
terms of the VERITAS Solutions Provider Agreement by and between VERITAS and
Solutions Provider ("Agreement"). All capitalized terms not otherwise defined in
this Exhibit B shall have the meanings given in the Agreement, including its
other attachments. The effective date of this Exhibit B is the Effective Date of
the Agreement.

1.    PROGRAM LEVEL:    ENTERPRISE AUTHORIZED ELITE

2.    TERM. The initial Term of the Agreement is the period between the
      Effective Date, through MARCH 31, 2003. Thereafter, the Agreement will
      automatically renew on April 1 of each year, and the Term shall be
      extended, for subsequent twelve (12) month renewal periods unless either
      party terminates the Agreement in accordance with Section 10 thereof.

3.    PROGRAM REQUIREMENTS: Solutions Provider is required to fulfill the
      following Program Requirements:

      (a)   AUTHORIZED SOURCING. Procure Product, Support and Professional
            Services only through authorized VERITAS source(s) as designated on
            Solutions Provider's LSA or DSA, as applicable.

      (b)   SALES TERRITORY. The Territory within which Solution Provider is
            authorized to market and distribute the Products, Support and
            Professional Services to End Users is: 200-mile radius around each
            of the following Solutions Provider offices:

<TABLE>
<CAPTION>
Street Address                              City, State / Province & Postal Code
--------------                              ------------------------------------
<S>                                         <C>
</TABLE>

      Attach additional sheets as necessary

      (c)   VOLUME AND REPORTING.

      -     Annual Sales Target. Commit to and fulfill an Annual Sales
            Target of Three Million Dollars ($3,000,000 USD). Satisfaction
            of the Annual Sales Target is based upon the Qualified Revenue
            VERITAS receives during the applicable 12-month Term.

      -     Revenue Forecast. Submit to VERITAS an initial business plan,
            including a revenue forecast for sales of Qualified Products
            for the first six (6) months following the Effective Date of
            this Agreement. Solution Provider shall provide VERITAS its
            forecast within thirty (30) days from the date this Agreement
            is signed. Solutions Provider shall update the forecast
            fifteen (15) days after the beginning of each calendar
            quarter.

      (d)   TRAINING AND CERTIFICATIONS.

      -     Sales Training. Ensure that seventy-five percent (75%) of Solutions
            Provider's sales staff completes free web-based VERITAS' Sales
            Specialist Training and passes test.

      -     Consultant Training. Complete necessary training for four (4)
            individuals to become VERITAS Certified Professionals; any courses
            which require payment will be provided at VERITAS Price List less a
            fifteen-percent (15%) discount.

      -     Hardware Platform/Storage Knowledge. Solutions Provider must be
            authorized to resell at least three (3) of the following Hardware
            Platform/Storage partner technologies:

            -     SUN, HP-UX, IBM AIX, McData, HDS, Oracle, and STK

            -     Authorization to sell is as granted by the applicable
                  above-named Hardware Platform/Storage technology partner

      -     Sales Champions. Have a defined Storage practice measured by
            maintaining a Sales Champion (a sales representative or other sales
            advocate) who has revenue goals and commission objectives or bonuses
            based on sale of VERITAS Product.


      -     Education. Commit to annual education requirement measured by either

            -     Sales Champion attendance at annual VERITAS Sales Champion
                  conference; and

            -     Sales Engineer attendance at four (4) VERITAS-delivered Tech
                  Seminars or Training seminars delivered by one of the Hardware
                  Platform/Storage partners identified above.

                                                     ENTERPRISE AUTHORIZED ELITE
<PAGE>
FOR USE WITH ENTERPRISE AUTHORIZED ELITE SOLUTIONS PROVIDERS ONLY.


      (e)   END USER VALUE-ADD.

            -     Pre-Sales Assistance. Commit to and maintain a business model
                  under which a minimum of fifteen-percent (15%) of Solutions
                  Provider's revenue derives from Pre-Sales Consulting Services
                  fees for End User technology implementations.

            -     Geographic Presence. Have sales and technical resources
                  dedicated to a Solutions Provider office location within Two
                  Hundred (200) mile radius of End User location. (See Paragraph
                  3(b)(Sales Territory) above)

      (f)   ORGANIZATIONAL SUPPORT.

            -     Operations Reviews. Participate in a quarterly operations
                  review with VERITAS' Area and Channel executives at VERITAS'
                  request. Solutions Provider agrees to provide executive level
                  support in such quarterly operations review. VERITAS will
                  provide Solutions Provider with thirty (30) days advance
                  notice of the date of each quarterly operations review

            -     Marketing Programs. Commit to and implement four (4) VERITAS
                  marketing programs annually

            -     Executive Participation. Participate in the annual Executive
                  Partner Summit (Solutions Provider participant: Vice President
                  or above)

      (g)   VERITAS CLUSTER SERVER (VCS) AUTHORIZATION - ADDITIONAL PROGRAM
            REQUIREMENTS. To sell VCS, Solutions Provider must either (1) have
            completed the below additional Program Requirements, or (2) sell the
            VERITAS ProLaunch consulting service for VCS to accompany each sale.
            Paragraph 2(b) (Interim Selling) of Exhibit A (Products) does not
            apply to this provision.

            -     Two (2) of Solutions Provider's Sales Engineers must attend
                  VERITAS' free 3-day technical VCS training course delivered
                  through Channel Education Services, and pass the exam at the
                  end of the course

            -     Upon completion of the training and exam requirement and
                  delivery of confirming certificate, Solutions Provider will be
                  authorized to resell VCS

            -     If Solutions Provider loses one of the Sales Engineers trained
                  on VCS as above, to maintain authorized VCS reseller status a
                  replacement Sales Engineer must complete VCS training and pass
                  exam within 90 days

4.    NON-COMPLIANCE WITH PROGRAM REQUIREMENTS. If Solutions Provider does not
      meet and maintain compliance with these Program Requirements, then VERITAS
      may at its sole discretion:

            -     adjust Solutions Provider's program level designation within
                  the VERITAS Partner Program (including corresponding Annual
                  Sales Target, Program Requirements, and program benefits) by
                  terminating this Exhibit B and having Solutions Provider
                  execute a replacement Exhibit B for the appropriate program
                  level; and/or

            -     adjust Solutions Provider's applicable discount, if Solutions
                  Provider has a DSA in effect with VERITAS, or

            -     terminate the Agreement in accordance with Section 10 of the
                  Agreement.

5.    PROGRAM BENEFITS. Subject to Solutions Provider's ongoing fulfillment of
      the Program Requirements and other Agreement terms, VERITAS agrees to
      provide the following benefits to Solutions Provider as an Enterprise
      Authorized Elite Solutions Provider. At its sole discretion, VERITAS may
      change the program benefits at any time.

      (a)   FUNDING OPPORTUNITIES.

            -     Market Development Funds. Eligibility for access to Marketing
                  Development Funds (MDF), at VERITAS discretion and subject to
                  requirements of then-current VERITAS MDF policy

            -     Business Development Fund Rebate. Three percent (3%) of the
                  Qualified Revenue, calculated and paid as described as
                  follows:

                  -     For each of the first two (2) calendar quarters of the
                        initial Term, Solutions Provider shall receive an amount
                        equal to three-percent (3%) of Qualified Revenue VERITAS
                        received during such quarter. If Solutions Provider has
                        a DSA with VERITAS, such Qualified Revenue shall be
                        calculated from Qualified Product purchases made by
                        Solutions Provider. If Solutions Provider has an LSA
                        with VERITAS, such Qualified Revenue shall be calculated
                        from Qualified Product purchases made by Solutions
                        Provider's Master Distributor to fulfill Solutions
                        Provider orders.

                  -     Beginning with the third quarter of the initial Term,
                        VERITAS may review Solutions Provider's sales volume
                        from time to time to assess Solutions Provider's
                        progress towards fulfilling its Annual Sales Target.
                        Progress will be determined by extrapolating an
                        annualized total based on averaged monthly totals of
                        Qualified Revenue received thus far during the annual
                        contract term to date.

                  -     If Solutions Provider's total annualized Qualified
                        Revenue to VERITAS for Qualified Product purchases falls
                        below the Annual Sales Target, VERITAS may adjust or
                        eliminate Solutions Provider's rebate based on revenue
                        performance levels for the quarter reviewed (See Section
                        3 above (Non-Compliance with Program Requirements).

                  -     Rebate payments will be paid within thirty (30) days of
                        the end of each calendar quarter; by check if Solutions
                        Provider had a LSA in effect during such quarter, or by
                        credit memo for VERITAS Product purchases if Solutions
                        Provider had an DSA in effect during such quarter.

                                                     ENTERPRISE AUTHORIZED ELITE
<PAGE>
FOR USE WITH ENTERPRISE AUTHORIZED ELITE SOLUTIONS PROVIDERS ONLY.

      (b)   MARKETING AND SALES SUPPORT.

            -     Eligibility for access to sales leads at VERITAS' discretion

            -     Ability to request evaluation software online, for End User
                  assessment

            -     Ability to request Demonstration Copy software on-line, for
                  sales demo purposes

            -     Designated contacts for VERITAS Sales and Marketing support

            -     Access to web-based sales tools which VERITAS may make
                  available

            -     Invitation to quarterly VERITAS Marketing Updates via webcast

            -     VERITAS Partner Program welcome package that includes a plaque
                  and resource kit

            -     Access to Pre-sales email support via varhelp@veritas.com

            -     Access to VERITAS' restricted login partner website

            -     Monthly electronic Partner Newsletter

            -     Access to a partner email suggestion box

      (c)   EVENT PARTICIPATION.

            -     Invitations to attend VERITAS Regional Channel Conferences

            -     Invitation to attend the annual VERITAS Executive Partner
                  Summit

      (d)   NEW PRODUCT INFORMATION.

            -     VERITAS launch information on new Products and partner
                  programs

            -     Nomination to participate in Beta Product Programs selected by
                  VERITAS

      (e)   TECHNICAL SUPPORT.

            -     Thirty (30) Free incidents annually of 24x7 phone-based
                  technical support on all VERITAS Products

            -     Option to purchase additional incidents of 24x7 phone-based
                  support at a discounted price

            -     Free email support on all Products

            -     Access to technical web tools made available over VERITAS
                  partner website including: VERITAS knowledge base, Technotes,
                  FAQs and Downloadable Patches

      (f)   TRAINING. (As available).

            -     Free Sales and Pre-Sales Technical Instructor-led Training
                  with priority seating

            -     Free Sales Training via CD or web

            -     Discounted Technical Training (Certification pre-requisites)


AGREED AND ACCEPTED as of April 1,2002:

VERITAS SOFTWARE GLOBAL CORPORATION          SOLUTIONS PROVIDER:
                                             MTI TECHNOLOGY CORPORATION
                                             -----------------------------------

By: /s/ John F. Brigden                      By: /s/ Mark A Franzen
    -------------------------------              -------------------------------

Name: John F. Brigden                        Name: Mark A Franzen
      -----------------------------                -----------------------------

       Vice President
Title: and General Counsel                   Title: Chief Financial Officer
       ----------------------------                 ----------------------------

Date                                         Dated
Signed:   1-9-03                             Signed:   Dec 13, 2002
        ----------------------------                 ---------------------------

       [VERITAS LEGAL SEAL]
                                                     ENTERPRISE AUTHORIZED ELITE

Mfagan (05.15.02)
<PAGE>
                           MTI TECHNOLOGY CORPORATION
                                 SALES OFFICES
                                    12-17-02

1. Southern California Office (Corporate HQ)
Attn: Allison Zapp
4905 E. La Palma Ave.
Anaheim, CA 92807
714.970.0030

2. DC/Mid-Atlantic Office
Attn: Jennifer Landis
21630 Ridgetop Circle, Ste. 100
Sterling, VA 20166
703.406.0100

3. NY/NJ Office
Attn: Pat Trimarco
1301 Concord Center, Hwy. 36
Hazlet, NJ 07730
732.888.9191

4. Dallas Office
Attn: Rosa Ortega
5700 Granite Pkwy., Suite 370
Plano, TX 75024
972.335.1711

5. Chicago Office
Attn: Debbie Fonzino
1111 Pasquinelli Dr., Ste. 400
Westmont, IL 60559
630.325.4151

6. Atlanta Office
Attn: Steve Sybert
Royal Centre Two
11575 Great Oaks Way, Ste. 315
Alpharetta, GA 30022
770.752.1600

7. Detroit Office
Attn: Steve Clark
20300 Civic Center Dr., Ste. 410
Southfield, MI 48076
248.350.8840

8. North Carolina Office
Attn: Keith Graham
3737 Glenwood Ave
Suite 100
Raleigh, NC 27612
919.845.0404

9. Boston Office
Attn: Leon Rutkowski
36 Puritan Park
Swampscott MA 01907
781.599.8186

10. St Louis Office
Attn: John Fox
500 Hubert Park Court 103
St Charles MO 63301
636.477.6686

11. Northern California
Attn: Rich Wilson
474 Potrero Avenue
Sunnyvale, CA 94086

12. Phoenix (Home Office)
Attn: Chris Tuorto
3055-187 North Red Mountain
Mesa AZ 85207
480.325.9067

13. Cincinnatti Office
Attn: Doug Schmidlin
650 Westlake Center Drive
4555 Lake Forest Drive
Cincinnatti OH 45242
513.563.3045

14. Pennsylvania (Home Office)
Attn: Jay Mahoney
1301 Concord Center, Hwy. 36
Hazlet, NJ 07730
215-297-9610
<PAGE>
FOR USE WITH ENTERPRISE AUTHORIZED ELITE SOLUTIONS PROVIDERS ONLY.

                                    EXHIBIT C

                                    VLICENSE
                 (WEB-BASED LICENSE KEY FULFILLMENT APPLICATION)

      SOFTWARE LICENSE KEY REQUEST FORM / REGISTRATION FORM

      YOU CAN NOW OBTAIN A LICENSE KEY FOR YOUR VERITAS PRODUCT BY ACCESSING
      VLICENSE(SM), OUR NEW ONLINE LICENSING APPLICATION, AT
      HTTP://VLICENSE.VERITAS.COM. YOU WILL NEED A VALID EMAIL ADDRESS AND THE
      INFORMATION ON THIS FORM. SEE THE NEW WEB SITE FOR ITS ADDITIONAL
      LICENSING CAPABILITIES.

      You may choose to request your license key by faxing this completed form
      to:

                  VERLTAS LICENSING DEPARTMENT at 925-931-2487

      License keys will be issued via e-mail, unless otherwise requested.
      License keys are issued in the order they are received during standard
      business hours (6am to 6pm PST Monday through Friday, excluding holidays).
      If you have questions pertaining to this form, please call the License Key
      Hotline: 925-931-2464 from 6:30 am to 4:30 pm PST.

      Leave space for Item notes (dynamic)
      Leave space for Item notes (dynamic)

            Customer Number:

                  Platform:                    Tier:

                  Product Name:

                  Product Number:

                  Order #:

                  Serial Number From:

                  Serial Number To:

                  VERITAS Delivery ID:         Picking Line Detail ID:


System HostID:                          (PLEASE PRINT CLEARLY)
(see output of sysdef -h for Solaris, uname-for HPUX). Do not provide host name,
it is not recorded.

System Model:                           (PLEASE PRlNT CLEARLY)
(see output of "uname-i" for Solaris, "model" for HPUX) For Fujitsu machines,
please include model type listed on hardware, i.e.: GP7000F Model 2000. (For HP
machines, please include complete output i.e.: 9000/800/N4000-36.)

Company license is registered to (Customer's full legal name):

Integrator/Consultant Company Name (if applicable):

Contact Info: Last Name              First Name                       Title

Email address:                         Alternate Email:

Telephone:                        Fax:

Software Installed at: Address
(Please indicate company name of installation location if different (e.g. if
this is C/O or co-location)

City                    State           ZIP/Postal Code         Country

Date purchased          Purchased from (Check one): VERITAS ( ) or Reseller ( )


                                                     ENTERPRISE AUTHORIZED ELITE
<PAGE>
FOR USE WITH ENTERPRISE AUTHORIZED ELITE SOLUTIONS PROVIDERS ONLY.

                                    EXHIBIT D

                            LIMITED SOURCING ADDENDUM

                                      (LSA)

This EXHIBIT D, LIMITED SOURCING ADDENDUM ("LSA") supplements the terms of the
VERITAS Solutions Provider Agreement by and between VERITAS and Solutions
Provider ("Agreement"). All capitalized terms not otherwise defined in this LSA
shall have the meanings given in the Agreement, including its other attachments.
The effective date of this LSA ("Effective Date" hereof) is the date of the last
party's signature below.

1.    SOLUTION PROVIDER PARTNER PROGRAM LEVEL: ENTERPRISE AUTHORIZED ELITE

2.    TERM. The initial Term of this LSA shall commence on the Effective Date
      and shall continue in effect until March 31, 2003 unless earlier
      terminated in accordance with the terms of the Agreement.

3.    MASTER DISTRIBUTOR(s). During the initial Term and any renewal period,
      Solutions Provider agrees to purchase VERITAS Products exclusively as
      follows:

      (a)   Commercial Products. Solutions Provider shall obtain Commercial
            products for resale to End Users only from those Master Distributors
            identified by VERITAS as "Distributors" authorized to distribute
            Commercial products. The list of authorized Commercial products
            Distributors is available on VERITAS' website, as updated from time
            to time.

      (b)   Enterprise Products. The Master Distributors authorized to
            distribute Enterprise products are identified on VERITAS' website,
            as updated from time to time. Solutions Provider has reviewed the
            list of authorized Enterprise products Master Distributors, and
            based on its own assessment of its needs hereby selects AVNET as the
            sole Master Distributor from which Solutions Provider shall
            exclusively obtain Enterprise Products for resale to End Users.

4.    ALTERNATE SOURCING CHANNELS. Solutions Provider understands that if it
      obtains standard VERITAS Products available on VERITAS' Price List from
      sources other than the Master Distributors designated in Paragraph 3
      above, its resale of such Products shall not be counted as a sale of
      Qualified Products for purposes of meeting Program Requirements, such that
      revenue proceeds from such purchases shall not be credited towards
      fulfillment of Solutions Provider's Annual Sales Target.

5.    RENEWALS. Unless otherwise terminated under the Agreement, this LSA shall
      automatically renew on April 1st of each year for subsequent periods of
      twelve (12) months each, unless Solutions Provider notifies VERITAS (at
      any point during the period March 1-March 31st of the then-current Term)
      of its intent to choose another authorized Enterprise products Distributor
      as its Master Distributor, in which case the parties shall execute a new
      LSA reflecting such substitution.

6.    TERMINATION. This LSA shall terminate or expire with the Term of the
      Agreement, unless otherwise terminated in accordance with Paragraph 7
      (Disputes), below.

7.    DISPUTES AND REQUEST FOR REPLACEMENT MASTER DISTRIBUTOR.

      (a)   If during a Term a dispute arises between Master Distributor and
            Solutions Provider which cannot be resolved after the reasonable
            good faith efforts of Master Distributor and Solutions Provider
            (such as, for example, where Solutions Provider is not receiving the
            contemplated level of marketing or sales support from such Master
            Distributor, or such Master Distributor is not otherwise fulfilling
            its commitments to Solutions Provider), then Solutions Provider may
            apply to revoke its designation of its chosen Master Distributor.

      (b)   In such cases, Solutions Provider shall submit its request for
            Master Distributor re-designation in writing to VERITAS. Such
            request shall indicate the basis of Solutions Provider's request and
            its desired replacement Enterprise product Master Distributor,
            selected by Solutions Provider from VERITAS' then-current authorized
            list. VERITAS shall make its commercially reasonable efforts to
            review and respond to such request promptly.

Acknowledged and agreed as of the Effective Date:

<Table>
<Caption>
<S>                                     <C>
VERITAS SOFTWARE GLOBAL CORPORATION     SOLUTIONS PROVIDER: MTI Technology Corporation



By:     /s/ John F. Brigden             By:    /s/ Mark A. Franzen

Name:   John F. BRIGDEN                 Name:  Mark A. Franzen

Title:  VICE PRESIDENT                  Title: CFO
        AND GENERAL COUNSEL

Date                                    Date
Signed: 1-9-03                          signed: Dec 13, 2002
</Table>

                                                     ENTERPRISE AUTHORIZED ELITE