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                                                                    EXHIBIT 99.2


                             DOT HILL SYSTEMS CORP.

                       NONSTATUTORY STOCK OPTION AGREEMENT

                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


__________, Optionee:

         DOT HILL SYSTEMS CORP. (the "COMPANY"), pursuant to its 2000
Non-Employee Directors' Stock Option Plan (the "PLAN") has on
_____________________, 2000 granted to you, the optionee named above, an option
to purchase shares of the common stock of the Company ("COMMON STOCK"). This
option is not intended to qualify and will not be treated as an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "CODE").

         The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's
Non-Employee Directors (as defined in the Plan).

         The details of your option are as follows:

         1. The total number of shares of Common Stock subject to this option is
__________ (__________). Subject to the limitations contained herein, this
option shall be exercisable in accordance with the Plan.

         2. The exercise price of this option is __________ ($__________) per
share, being the Fair Market Value (as defined in the Plan) of the Common Stock
on the date of grant of this option.

         3. (a) This option may be exercised, to the extent specified in the
Plan, by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require pursuant
to the Plan. This option may not be exercised for any number of shares which
would require the issuance of anything other than whole shares.

            (b) By exercising this option you agree that the Company may
require you to enter an arrangement providing for the cash payment by you to the
Company of any tax withholding obligation of the Company arising by reason of
the exercise of this option or the lapse of any substantial risk of forfeiture
to which the shares are subject at the time of exercise.

         4. Any notices provided for in this option or the Plan shall be given
in writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the

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Company to you, five (5) days after deposit in the United States mail, postage
prepaid, addressed to you at the address specified below or at such other
address as you hereafter designate by written notice to the Company.

         5. This option is subject to all of the terms and conditions of the
Plan, a copy of which is attached hereto and its provisions are hereby made a
part of this option, including without limitation the provisions of Section 6 of
the Plan relating to option provisions, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of this option and those of the Plan, the provisions of
the Plan shall control.

         Dated the __________ day of __________, 2000.


                                        Very truly yours,

                                        DOT HILL SYSTEMS CORP.



                                        By:
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                                             Duly authorized on behalf
                                             of the Board of Directors



















ATTACHMENTS:

2000 Non-Employee Directors' Stock Option Plan

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The undersigned:

         (a)      Acknowledges receipt of the foregoing option and the
                  attachments referenced therein and understands that all rights
                  and liabilities with respect to this option are set forth in
                  the option and the Plan;

         (b)      Acknowledges that as of the date of grant of this option, it
                  sets forth the entire understanding between the undersigned
                  optionee and the Company and its affiliates regarding the
                  acquisition of stock in the Company and supersedes all prior
                  oral and written agreements on that subject with the exception
                  of (i) the options previously granted and delivered to the
                  undersigned under stock options plans of the Company, and (ii)
                  the following agreements only:

                  NONE
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                                      (Initial)

                  OTHER
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                                               OPTIONEE

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                                               Address

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