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                                                                    Exhibit 10.2

                            INVESTOR RIGHTS AGREEMENT

      THIS INVESTOR RIGHTS AGREEMENT (this "AGREEMENT") dated June 17, 2004 by
and among MTI Technology Corporation, a Delaware corporation (the "COMPANY"),
and the entities listed on the signature pages hereto (the "INVESTORS").

                                   BACKGROUND

      A. The Company and the Investors have entered into a Securities Purchase
Agreement, dated as of the date hereof, pursuant to which such Investors are
acquiring shares of Series A Convertible Preferred Stock, par value $0.001 per
share, and warrants to purchase shares of Common Stock, par value $0.001 per
share (the "WARRANTS"), of the Company contemporaneously with the execution and
delivery of this Agreement.

      B. Under Sections 7.01(m) and 7.02(d) of such Purchase Agreement, the
delivery of this Agreement is a condition to the Investors' acquisition, and the
Company's sale, of such shares of Series A Convertible Preferred Stock and such
Warrants.

                                    AGREEMENT

      Now Therefore, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:

      1. Definitions. As used in this Agreement, the following terms shall have
the indicated meanings:

            "ADVENT" means Advent International Corporation, a Delaware
      corporation.

            "ADVERSE DISCLOSURE" means public disclosure of material non-public
      information, which disclosure in the good faith judgment of the Board of
      Directors (after consultation with external legal counsel) (i) would be
      required to be made in any Registration Statement so that such
      Registration Statement would not be materially misleading, (ii) would not
      be required to be made at such time but for the filing, effectiveness or
      continued use of such Registration Statement, and (iii) would be
      materially detrimental to the Company's ability to effect a material
      proposed merger, acquisition or sale, or otherwise materially detrimental
      to the Company.

            "AFFILIATE" of a Person shall mean any Person which, directly or
      indirectly, controls, is controlled by, or is under common control with
      such Person. The term "control" (including, with correlative meaning, the
      terms "controlled by" and "under common control with"), as used with
      respect to any Person, shall mean the possession, directly or indirectly,
      of the power to elect a majority of the board of directors (or other
      governing body) or to direct or cause the direction of the management and
      policies of such Person, whether through the ownership of voting
      securities, by contract or otherwise and, in any event and without
      limiting the generality of the foregoing, any Person owning more than 20%
      of the voting securities of another Person shall be deemed to control that
      Person. With respect to each of the Investors, the term "Affiliate" shall
      also include (i) any entity in which such Investor (or one of its
      Affiliates) is a general partner or member, (ii) each investor in such
      Investor, but
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      only in connection with the liquidation, winding up or dissolution of the
      Investor, and only to the extent of such investor's pro rata share in the
      Investor and (iii) any investment fund managed by Advent.

            "BOARD OF DIRECTORS" means the Board of Directors of the Company.

            "COMMISSION" means the Securities and Exchange Commission.

            "COMMON STOCK" means the common stock, par value $0.001 per share,
      of the Company, or any common stock or other securities issued in respect
      of such Common Stock, or into which such Common Stock is converted, due to
      stock splits, stock dividends or other distributions, merger,
      consolidation, reclassifications, recapitalizations or otherwise.

            "COMPANY" has the meaning ascribed to it in the introductory
      paragraph hereto.

            "COMPANY ELECTION NOTICE" has the meaning ascribed to it in Section
      3.2(a) below.

            "COMPANY POLICIES" means the Company's (a) Insider Trading Policy
      (Control No. 10-010-R2), (b) Pre-Clearance and Blackout Policy (Control
      No. 10-011-R3) and (c) Section 16 Compliance Program (Control No.
      10-012-R3), as such policies may be amended or modified from time to time.

            "DMC III" means Digital Media & Communications III Limited
      Partnership, a Delaware limited partnership.

            "EMC" means EMC Corp., a Massachusetts corporation.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated thereunder.

            "GAAP" means generally accepted accounting principles.

            "INCREASED CONVERSION THRESHOLD ALLOWED" has the meaning ascribed to
      it in Section 4.4(b) below.

            "INCREASED MAXIMUM VOTE ALLOWED" has the meaning ascribed to it in
      Section 4.4(a) below.

            "INDEMNIFIED PERSON" means a Person entitled to indemnification
      pursuant to Sections 2.6(a) or (b).

            "INDEMNIFYING PERSON" means a Person obligated to provide
      indemnification pursuant to Sections 2.6(a) or (b).

            "INVESTOR" has the meaning ascribed to it in the introductory
      paragraph hereto.

            "INVESTOR INDEMNIFIED PERSON" has the meaning ascribed to it in
      Section 2.6(a) below.


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            "OTHER REGISTRATION RIGHTS" means written agreements under which the
      Company has agreed to include securities of the Company (other than
      Registrable Shares) in a Registration Statement.

            "OTHER REGISTRATION RIGHTS HOLDERS" means holders of securities
      subject to Other Registration Rights.

            "PERSON" means an individual or a corporation, partnership, limited
      liability company, association, trust, or any other entity or
      organization, including a government or political subdivision or an agency
      or instrumentality thereof.

            "PROSPECTUS" means the prospectus included in any Registration
      Statement, as amended or supplemented by an amendment or prospectus
      supplement, including post-effective amendments, and all material
      incorporated by reference or deemed to be incorporated by reference in
      such Prospectus.

            "PURCHASE AGREEMENT" means the Securities Purchase Agreement, dated
      as of the date hereof, by and among the Company and the Investors.

            "REGISTRABLE SHARES" means (a) the shares of Common Stock issued or
      issuable upon conversion of the Series A Stock held by an Investor
      pursuant to the Series A Certificate, (b) the shares of Common Stock
      issued or issuable upon the exercise of the Warrants held by an Investor,
      (c) any other shares of Common Stock issued or issuable upon the
      conversion or exercise of any other securities held by an Investor, and
      (d) any other shares of Common Stock held by an Investor; provided,
      however, that shares of Common Stock that are Registrable Shares shall
      cease to be Registrable Shares upon any sale pursuant to a Registration
      Statement or Rule 144 or at such time at which such Registrable Shares may
      be sold pursuant to paragraph (k) of Rule 144.

            "REGISTRATION EXPENSES" means all expenses incurred by the Company
      in complying with the provisions of Section 2, including all registration
      and filing fees, exchange listing fees, printing expenses, fees and
      expenses of counsel for the Company and the fees and expenses of
      Registration Selling Investor Counsel, state Blue Sky fees and expenses,
      and the expense of any special audits incident to or required by any such
      registration, but excluding underwriting discounts, selling commissions
      and the fees and expenses of Registration Selling Investors' own counsel
      (other than the Registration Selling Investor Counsel).

            "REGISTRATION INITIATING INVESTORS" means the Investors initiating a
      request for registration pursuant to Section 2.1(a).

            "REGISTRATION SELLING INVESTOR" means any Investor owning
      Registrable Shares included in a Registration Statement.

            "REGISTRATION SELLING INVESTOR COUNSEL" means, if Investors are
      participating as Registration Selling Investors with respect to a
      registration, counsel selected by Advent to represent all Registration
      Selling Investors with respect to such registration.


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            "REGISTRATION STATEMENT" means a registration statement filed by the
      Company with the Commission for a public offering and sale of securities
      of the Company, other than (a) a registration statement on Form S-4 or
      Form S-8, or their successors, or any other form for a similar limited
      purpose, or (b) any registration statement covering only securities
      proposed to be issued in exchange for securities or assets of another
      corporation.

            "REGISTRATION THRESHOLD AMOUNT" has the meaning ascribed to it in
      Section 2.1(a) below.

            "RULE 144" means Rule 144 promulgated under the Securities Act, and
      any successor rule or regulation thereto, and in the case of any
      referenced section of such rule, any successor section thereto,
      collectively and as from time to time amended and in effect.

            "SARBANES-OXLEY ACT" means the Sarbanes-Oxley Act of 2002, as
      amended, and the rules and regulations promulgated thereunder.

            "SECURITIES ACT" means the Securities Act of 1933, as amended, and
      the rules and regulations promulgated thereunder.

            "SERIES A CERTIFICATE" means the Certificate of Designations of
      Series A Convertible Preferred Stock forming a part of the Certificate of
      Incorporation of the Company, as amended from time to time in accordance
      with the terms thereof.

            "SERIES A DIRECTOR" means the member of the Board of Directors
      designated by the holders of shares of Series A Stock pursuant to the
      Series A Certificate.

            "SERIES A STOCK" means the Series A Convertible Preferred Stock of
      the Company issued pursuant to the Purchase Agreement.

            "SHARES" means the shares of Series A Stock held by the Investors.

            "SHELF REGISTRATION STATEMENT" means the Registration Statement
      filed by the Company with the Commission pursuant to Section 2.3 covering
      the resale of all Registrable Shares for an offering to be made on a
      continuous basis pursuant to Rule 415 promulgated under the Securities
      Act.

            "SILICON VALLEY" means Silicon Valley Bank.

            "SUBSIDIARY" means any corporation or other entity of which the
      capital stock or other ownership interests having ordinary voting power to
      elect a majority of the board of directors or other Persons performing
      similar functions is at the time directly or indirectly owned by the
      Company.

            "TRADING DAY" means (a) any day on which the Common Stock is listed
      or quoted and traded on the Nasdaq National Market, the New York Stock
      Exchange, the American Stock Exchange or the Nasdaq SmallCap Market or (b)
      if the Common Stock is not traded on any such market, then a day on which
      trading occurs on the New York Stock Exchange (or any successor thereto).


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            "TRANSFER" means, as the context requires, (a) any sale, transfer,
      distribution or other disposition, whether voluntarily or by operation of
      law, or (b) the act of effecting such a sale, transfer, distribution or
      other disposition.

            "WARRANTS" has the meaning ascribed to it in the Background section
      hereof.

      2. Registration Rights

            2.1. Demand Registrations

                  (a) Investors holding in the aggregate at least a majority of
            the shares of Series A Stock then outstanding may, at any time,
            request, in writing, that the Company file a Registration Statement
            on Form S-3 (or any successor form) to effect the registration of an
            offering of Registrable Shares owned by such Investor(s) and having
            an aggregate value of at least $5,000,000, based on the last
            reported sale price of the Common Stock on the trading day
            immediately preceding the date of such request (the "REGISTRATION
            THRESHOLD AMOUNT"); provided, however, that, if at the time of such
            request the Company is not eligible to register for resale the
            Registrable Shares on Form S-3, the Company shall register the
            Registrable Shares on such other form as the Company is eligible to
            use. The Company shall set forth in such Form S-3 any information
            that may be required in a registration that is filed on Form S-1 and
            that the lead underwriter managing the offering requests be
            expressly included in the Registration Statement.

                  (b) Upon receipt of any request for registration pursuant to
            this Section 2, the Company shall promptly (but in any event within
            10 days) give written notice of such proposed registration to all
            other Investors. Such other Investors shall have the right, by
            giving written notice to the Company within 20 days after the
            Company provides its notice, to elect to have included in such
            registration such of their Registrable Shares as such Investors may
            request in such notice of election, subject in the case of an
            underwritten offering to the terms of Section 2.1(c). Thereupon, the
            Company shall, as expeditiously as possible, use its best efforts to
            effect the registration on an appropriate registration form of all
            Registrable Shares that the Company has been requested to so
            register.

                  (c) If the Registration Initiating Investors intend to
            distribute the Registrable Shares covered by their request by means
            of an underwriting, they shall so advise the Company as a part of
            their request made pursuant to Section 2.1(a) and the Company shall
            include such information in its written notice referred to in
            Section 2.1(b). In such event, (i) the right of any other Investor
            to include its Registrable Shares in such registration pursuant to
            Section 2.1(a) shall be conditioned upon such other Investor's
            participation in such underwriting on the terms set forth herein,
            and (ii) all Investors including Registrable Shares in such
            registration shall enter into an underwriting agreement upon
            customary terms with the underwriter or underwriters managing the
            offering; provided that such underwriting agreement shall not
            provide for indemnification or contribution obligations on the part
            of the Investors materially greater than the obligations of the
            Investors pursuant to Section 2.6. If the Company and the
            Registration Initiating Investors are unable to mutually agree on
            the managing


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            underwriter(s) for any underwritten offering pursuant to Section
            2.1(a) within 15 days after the Company receives the Registration
            Initiating Investors' request, the Company shall select an
            underwriter out of a pool of three underwriting firms chosen by the
            Registration Initiating Investors, each of which firms shall have a
            national reputation and experience with software companies. If any
            Investor that has requested inclusion of its Registrable Shares in
            such registration as provided above disapproves of the terms of the
            underwriting, such Person may elect, by written notice to the
            Company, to withdraw its Registrable Shares from such Registration
            Statement and underwriting; provided, however, that, if Registration
            Selling Investors holding a majority of the remaining Registrable
            Shares mutually agree, the Company shall continue to effect the
            registration of such remaining Registrable Shares regardless of
            whether the aggregate value of the remaining Registrable Shares is
            less than the Registration Threshold Amount, in which case the
            registration, once effective, shall be counted as a registration for
            the purposes of Section 2.1(d). If the lead managing underwriter
            advises the Company in writing that marketing factors require a
            limitation on the number of shares to be underwritten, the number of
            Registrable Shares to be included in the Registration Statement and
            underwriting shall be allocated among all Investors requesting
            registration in proportion, as nearly as practicable, to the
            respective number of Registrable Shares each Investor has requested
            be included in such registration.

                  (d) The Company shall not be required to effect more than a
            total of three registrations requested pursuant to Section 2.1(a).
            The Investors shall not deliver a notice pursuant to Section 2.1(a)
            requesting registration of any underwritten offering until at least
            6 months after the closing of any prior underwritten offering
            registered pursuant to a request under Section 2.1(a). For purposes
            of this Section 2.1(d), a Registration Statement shall not be
            counted until such time as such Registration Statement has been
            declared effective by the Commission. Notwithstanding the foregoing,
            any request for registration that is withdrawn by the Registration
            Initiating Investors primarily as a result of material adverse
            information concerning the business or financial condition of the
            Company, where such information is made known to the Registration
            Initiating Investors after the date on which such registration
            statement was filed, shall not count as a Registration Statement.

                  (e) If at the time of any request to register Registrable
            Shares by Registration Initiating Investors pursuant to this Section
            2.1, the Company is engaged or has plans to engage in a registered
            public offering or is engaged in a material proposed acquisition,
            disposition, financing, reorganization, recapitalization or similar
            transaction that, in the good faith determination of the Board of
            Directors, could be adversely affected by the requested
            registration, then the Company may at its option direct that such
            request be delayed for a period not in excess of 90 days from the
            date of such request, such right to delay a request to be exercised
            by the Company not more than once in any 12-month period.

            2.2. Incidental Registrations

                  (a) Whenever the Company proposes to file a Registration
            Statement covering shares of Common Stock (other than a Registration
            Statement filed (i) pursuant to


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            Section 2.1 or 2.3 or (ii) in accordance with the requirements of a
            written agreement entered into prior to the date hereof, except in
            any such case to the extent expressly permitted therein) at any time
            and from time to time, it shall, prior to such filing, give written
            notice to all Investors of its intention to do so; provided that no
            such notice need be given if no Registrable Shares are to be
            included therein as a result of a written notice from the managing
            underwriter pursuant to Section 2.2(b). Upon the written request of
            an Investor or Investors given within 10 days after the Company
            provides such notice (which request shall state the intended method
            of disposition of such Registrable Shares), the Company shall use
            its best efforts to cause all Registrable Shares that the Company
            has been requested by such Investor or Investors to register to be
            registered under the Securities Act to the extent necessary to
            permit their sale or other disposition in accordance with the
            intended methods of distribution specified in the request of such
            Investor or Investors; provided that the Company shall have the
            right to postpone or withdraw any registration effected pursuant to
            this Section 2.2 without obligation upon 10 days' advance written
            notice to the Investors. Upon receipt of any such notice, the
            Investors may elect to exercise their right to demand a registration
            in accordance with Section 2.1.

                  (b) If the registration for which the Company gives notice
            pursuant to Section 2.2(a) is a registered public offering involving
            an underwriting, the Company shall so advise the Investors as a part
            of the written notice given pursuant to Section 2.2(a). In such
            event, (i) the right of any Investor to include its Registrable
            Shares in such registration pursuant to this Section 2.2 shall be
            conditioned upon such Investor's participation in such underwriting
            on the terms set forth herein and (ii) all Investors including
            Registrable Shares in such registration shall enter into an
            underwriting agreement upon customary terms with the underwriter or
            underwriters selected for the underwriting by the Company. If any
            Investor who has requested inclusion of its Registrable Shares in
            such registration as provided above disapproves of the terms of the
            underwriting, such Investor may elect, by written notice to the
            Company, to withdraw its shares from such Registration Statement and
            underwriting. If the managing underwriter advises the Company in
            writing that marketing factors require a limitation on the number of
            shares to be underwritten, the shares held by holders other than the
            Investors shall be excluded from such Registration Statement and
            underwriting to the extent deemed advisable by the managing
            underwriter, and if a further reduction of the number of shares is
            required, the number of shares that may be included in such
            Registration Statement and underwriting shall be allocated among all
            Investors requesting registration in proportion, as nearly as
            practicable, to the respective number of shares of Common Stock (on
            an as converted basis) held by them on the date the Company gives
            the notice specified in Section 2.2(a). If any Investor would thus
            be entitled to include more shares than such holder has requested to
            be registered, the excess shall be allocated among other requesting
            Investors pro rata in the manner described in the preceding
            sentence.

            2.3. Shelf Registration. The Company shall prepare and file with the
      Commission a Shelf Registration Statement as promptly as practicable after
      the date hereof (and in any event by no later than 30 days after the date
      hereof), and shall take such steps as are necessary to enable the Shelf
      Registration to be declared effective by the Commission as


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      promptly as practicable after the date hereof (and in any event by no
      later than 60 days after the date of this Agreement or, if the Shelf
      Registration Statement (including any of the documents incorporated by
      reference therein) is the subject of a complete or partial review by the
      Commission, in any event by no later than 120 days after the date of this
      Agreement). The Shelf Registration Statement shall be on Form S-3 (except
      if the Company is not then eligible to register for resale the Registrable
      Shares on Form S-3, in which case such Shelf Registration Statement shall
      be on such other form as the Company is eligible to use). The Company
      shall notify each Investor in writing promptly (in any event within one
      Trading Day) after receiving notification from the Commission that the
      Shelf Registration Statement has been declared effective.

            2.4. Registration Procedures

                  (a) If and whenever the Company is required by the provisions
            of this Agreement to use its best efforts to effect the registration
            of any Registrable Shares under the Securities Act, the Company
            shall:

                  (i)   prepare and file with the Commission a Registration
                        Statement with respect to such Registrable Shares and
                        use its best efforts to cause that Registration
                        Statement to become effective as soon as possible;

                  (ii)  not less than (a) five Trading Days prior to the filing
                        of the Shelf Registration Statement or any related
                        Prospectus or any amendment or supplement thereto
                        (including any document that would be incorporated or
                        deemed to be incorporated therein by reference), or (b)
                        10 Trading Days prior to the filing of any other
                        Registration Statement or any related Prospectus or any
                        amendment or supplement thereto (including any document
                        that would be incorporated or deemed to be incorporated
                        therein by reference), the Company shall (i) furnish to
                        the each Registration Selling Investor and its counsel
                        copies of all such documents proposed to be filed, which
                        documents (other than those incorporated or deemed to be
                        incorporated by reference) will be subject to the review
                        of such Registration Selling Investor and its counsel,
                        and (ii) cause its officers and directors, counsel and
                        independent certified public accountants to respond to
                        such inquiries as shall be necessary, in the reasonable
                        opinion of respective counsel, to conduct a reasonable
                        investigation within the meaning of the Securities Act;
                        and the Company shall not file any Registration
                        Statement or any such Prospectus or any amendments or
                        supplements thereto to which the Registration Selling
                        Investors holding a majority of the Registrable
                        Securities to be registered thereunder and their counsel
                        shall reasonably object, provided that such objection is
                        communicated to the Company within three Trading Days of
                        receipt of such documents;

                  (iii) as expeditiously as possible prepare and file with the
                        Commission any amendments and supplements to the
                        Registration Statement and the prospectus included in
                        the Registration Statement as may be necessary


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                        to comply with the provisions of the Securities Act
                        (including the anti-fraud provisions thereof) and use
                        its best efforts to keep the Registration Statement
                        continuously effective:

                        (A)   in the case of the Shelf Registration Statement
                              filed pursuant to Section 2.3, until the earliest
                              of (1) the date on which all of the Registrable
                              Shares covered by the Shelf Registration Statement
                              have been sold, and (2) the date on which all of
                              such Registrable Shares may be sold pursuant to
                              paragraph (k) of Rule 144, as determined by the
                              Company after consultation with legal counsel;
                              provided that if the Company ceases to keep the
                              Registration Statement effective by reason of
                              clause 2 herein, the Company must certify to the
                              Investors that the Registrable Shares may be sold
                              pursuant to paragraph (k) of Rule 144; and

                        (B)   in the case of all other registrations, for (1)
                              180 days from the effective date or such greater
                              period, up to 360 days, as an underwriter may
                              require, or (2) such lesser period until all such
                              Registrable Shares are sold; provided that the
                              number of days specified in this clause (B) shall
                              not include any day on which a Registration
                              Selling Investor is restricted from offering or
                              selling Registrable Shares pursuant to Sections
                              2.4(b) or (c) below;

                  (iv)  in all cases respond as promptly as possible to any
                        comments received from the Commission with respect to
                        any Registration Statement or any amendment thereto;

                  (v)   as expeditiously as possible furnish to each
                        Registration Selling Investor and its counsel, without
                        charge, at least one conformed copy of the applicable
                        Registration Statement and each amendment thereto,
                        including financial statements and schedules, all
                        documents incorporated or deemed to be incorporated
                        therein by reference, and all exhibits to the extent
                        requested by such Person (including those previously
                        furnished or incorporated by reference) promptly after
                        the filing of such documents with the Commission;

                  (vi)  as expeditiously as possible furnish to each
                        Registration Selling Investor (with a copy to counsel to
                        such Registration Selling Investors) such reasonable
                        numbers of copies of the Prospectus, including any
                        preliminary Prospectus, in conformity with the
                        requirements of the Securities Act, and such other
                        documents as such Registration Selling Investor may
                        reasonably request in order to facilitate the public
                        sale or other disposition of the Registrable Shares
                        owned by such Registration Selling Investor; and the
                        Company hereby consents to the use of any such
                        Prospectus and each amendment or supplement thereto by
                        each Registration Selling Investor in connection with
                        the offering and sale of


                                      -9-
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                        the Registrable Securities covered by such Prospectus
                        and any amendment or supplement thereto;

                  (vii) use its best efforts to avoid the issuance of or, if
                        issued, obtain the withdrawal of (x) any order
                        suspending the effectiveness of any Registration
                        Statement or (y) any suspension of the qualification (or
                        exemption from qualification) of any of the Registrable
                        Securities for sale in any jurisdiction as soon as
                        reasonably practicable;

                  (viii)as expeditiously as possible (and in the case of the
                        Shelf Registration Statement, prior to the public
                        offering of Registrable Securities pursuant thereto) use
                        its best efforts to register or qualify the Registrable
                        Shares covered by the Registration Statement under the
                        securities or Blue Sky laws of such states as the
                        Registration Selling Investors shall reasonably request,
                        and do any and all other acts and things that may be
                        necessary or desirable to enable the Registration
                        Selling Investors to consummate the public sale or other
                        disposition in such states of the Registrable Shares
                        owned by the Registration Selling Investors; provided,
                        however, that the Company shall not be required in
                        connection with this paragraph (viii) to qualify as a
                        foreign corporation or execute a general consent to
                        service of process in any jurisdiction;

                  (ix)  as expeditiously as possible, cause all such Registrable
                        Shares to be listed on each securities exchange or
                        automated quotation system on which similar securities
                        issued by the Company are then listed;

                  (x)   promptly provide a transfer agent and registrar for all
                        such Registrable Shares not later than the effective
                        date of such registration statement;

                  (xi)  cooperate with the Registration Selling Investors to
                        facilitate the timely preparation and delivery of
                        certificates representing Registrable Securities to be
                        delivered to a transferee pursuant to an effective
                        Registration Statement, which certificates shall be
                        free, to the extent permitted hereunder, of all
                        restrictive legends, and to enable such Registrable
                        Securities to be in such denominations and registered in
                        such names as any such Registration Selling Investors
                        may request;

                  (xii) promptly make available for inspection by the
                        Registration Selling Investors, any managing underwriter
                        participating in any disposition pursuant to such
                        Registration Statement, and any attorney or accountant
                        or other agent retained by any such underwriter or
                        selected by the Registration Selling Investors, all
                        financial and other records, pertinent corporate
                        documents and properties of the Company and cause the
                        Company's officers, directors, employees and independent
                        accountants to supply all information reasonably
                        requested by any such seller, underwriter, attorney,
                        accountant or agent in connection with such Registration
                        Statement; provided that, unless otherwise mutually
                        agreed


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                        by the Company and the recipient Investor, the Company
                        will not make any material nonpublic information
                        available to an Investor; and

                  (xiii)in connection with an underwritten disposition of
                        Registrable Shares, provide such reasonable assistance
                        in the marketing of the Registrable Shares as is
                        customary of issuers in primary underwritten public
                        offerings (including participation by its senior
                        management in "road shows").

            (b) At any time when a Prospectus is required to be delivered under
      the Securities Act, the Company shall promptly notify each Registration
      Selling Investor and its counsel of any of the following events: (i) the
      Commission notifies the Company whether there will be a "review" of the
      Registration Statement; (ii) the Commission comments in writing on the
      Registration Statement (in which case the Company shall deliver to each
      Registration Selling Investor a copy of such comments and of all written
      responses thereto); (iii) the Registration Statement or any post-effective
      amendment is declared effective or a supplement to any Prospectus forming
      a part of such Registration Statement has been filed; (iv) the Commission
      or any other Federal or state governmental authority requests any
      amendment or supplement to the Registration Statement or Prospectus or
      requests additional information related thereto; (v) the Commission issues
      any stop order suspending the effectiveness of the Registration Statement
      or initiates any Suit (as defined in the Purchase Agreement) for that
      purpose; (vi) the Company receives notice of any suspension of the
      qualification or exemption from qualification of the Registrable
      Securities for sale in any jurisdiction, or the initiation or threat of
      any Suit for such purpose; or (vii) the financial statements included in
      the Registration Statement become ineligible for inclusion therein or any
      statement made in the Registration Statement or Prospectus or any document
      incorporated or deemed to be incorporated therein by reference is untrue
      in any material respect or any revision to the Registration Statement,
      Prospectus or other document is required so that it will not contain any
      untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading.
      If requested, the Registration Selling Investors shall immediately cease
      making offers of Registrable Shares pursuant to the Registration Statement
      until their receipt of the copies of the supplemented or amended
      Prospectus. Following receipt of the revised Prospectuses, the
      Registration Selling Investors shall be free to resume making offers of
      the Registrable Shares.

            (c) In the event that it is advisable to suspend use of a Prospectus
      included in a Registration Statement because continued use would require
      Adverse Disclosure, the Company shall notify all Registration Selling
      Investors to such effect, and, upon receipt of such notice, each such
      Registration Selling Investor shall immediately discontinue any sales of
      Registrable Shares pursuant to such Registration Statement until such
      Registration Selling Investor has received copies of a supplemented or
      amended Prospectus or until such Registration Selling Investor is advised
      in writing by the Company that the then current Prospectus may be used and
      has received copies of any additional or supplemental filings that are
      incorporated or deemed incorporated by


                                      -11-
<PAGE>
      reference in such Prospectus. Notwithstanding anything to the contrary
      herein, the Company shall not exercise its rights under this Section
      2.4(c) to suspend sales of Registrable Shares for a period in excess of 60
      consecutive days or a total of 90 days in any 365-day period; provided
      that the Company may suspend such sales for a period of up to 90
      consecutive days (and a total of 120 days in a 365-day period) if the
      reason for the continued suspension beyond 60 days relates solely to the
      preparation of financial statements required to be filed in accordance
      with Item 7 of Form 8-K under the Exchange Act (in which event the Company
      shall use its best efforts to cause such financial statements to be
      prepared as promptly as reasonably practicable in the circumstances), and
      such suspension period shall automatically terminate two Trading Days
      after the filing of such financial statements. In no event shall the
      Company's right under this Section 2.4(c) be exercised to suspend sales of
      Registrable Shares beyond the period during which sales of Registrable
      Shares would require Adverse Disclosure. After the end of any suspension
      period under this Section 2.4, the Company shall use its best efforts
      (including filing any required supplemental prospectus) to restore, as
      promptly as reasonably possible, the effectiveness of the Registration
      Statement and the ability of the Registration Selling Investors to
      publicly resell their Registrable Securities pursuant to such effective
      Registration Statement.

      2.5. Payment of Expenses. The Company will pay all Registration Expenses
for all registrations under this Agreement.

      2.6. Indemnification and Contribution

            (a) In the event of any registration of any of the Registrable
      Shares under the Securities Act pursuant to this Agreement, the Company
      shall indemnify and hold harmless each Registration Selling Investor and
      each underwriter of such Registrable Shares, their respective partners,
      members, agents, directors, officers, fiduciaries, investment advisors,
      brokers (including brokers who offer and sell Registrable Securities as
      principal as a result of a pledge or any failure to perform under a margin
      call of Common Stock) and employees of each of them, and each other
      Person, if any, who controls such Registration Selling Investor or
      underwriter within the meaning of the Securities Act or the Exchange Act
      and the officers, directors, partners, members, agents and employees of
      each such controlling Person (each such Person an "INVESTOR INDEMNIFIED
      PERSON"), to the fullest extent permitted by applicable law, from and
      against any and all losses, claims, damages, liabilities, settlement costs
      and expenses, as incurred, joint or several, that arise out of, relate to
      or are based upon (i) any untrue statement or alleged untrue statement of
      any material fact contained in any Registration Statement under which such
      Registrable Shares were registered under the Securities Act, any
      preliminary prospectus or final prospectus contained in the Registration
      Statement or any amendment or supplement to such Registration Statement or
      Prospectus, (ii) the omission or alleged omission to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading, or (iii) any violation or alleged violation by the Company
      of the Securities Act, the Exchange Act, any state securities law or any
      rule or regulation promulgated under the Securities Act, the Exchange Act
      or any state securities law in connection with the Registration Statement
      or the offering contemplated thereby; and the


                                      -12-
<PAGE>
      Company will reimburse such Investor Indemnified Person for any legal or
      any other expenses reasonably incurred by such Investor Indemnified Person
      in connection with investigating or defending any such loss, claim,
      damage, liability or action; provided, however, that the Company will not
      be liable to any Investor Indemnified Person, in any such case to the
      extent that any such loss, claim, damage or liability arises out of or is
      based upon any untrue statement or omission made in such Registration
      Statement, preliminary prospectus or prospectus, or any such amendment or
      supplement, in reliance upon and in conformity with information furnished
      to the Company, in writing, by such Person specifically for use in the
      preparation thereof.

            (b) In the event of any registration of any of the Registrable
      Shares under the Securities Act pursuant to this Agreement, each
      Registration Selling Investor, severally and not jointly, will indemnify
      and hold harmless the Company, each of its directors and officers and each
      underwriter (if any) and each Person, if any, who controls the Company or
      any such underwriter within the meaning of the Securities Act or the
      Exchange Act, against any and all losses, claims, damages, liabilities,
      settlement costs and expenses arising solely out of (i) any untrue
      statement or alleged untrue statement of a material fact contained in any
      Registration Statement under which such Registrable Shares were registered
      under the Securities Act, any preliminary prospectus or final prospectus
      contained in the Registration Statement, or any amendment or supplement to
      the Registration Statement or Prospectus, or (ii) any omission or alleged
      omission to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading, if and to the
      extent (and only to the extent) that the statement or omission was made in
      reliance upon and in conformity with information relating to such
      Registration Selling Investor furnished in writing to the Company by such
      Registration Selling Investor specifically for use in connection with the
      preparation of such Registration Statement, prospectus, amendment or
      supplement; provided, however, that the obligations of a Registration
      Selling Investor hereunder shall be limited to an amount equal to the net
      proceeds to such Registration Selling Investor of Registrable Shares sold
      in connection with such registration.

            (c) Each Indemnified Person shall give notice to the Indemnifying
      Person promptly after such Indemnified Person has actual knowledge of any
      claim as to which indemnity may be sought, and shall permit the
      Indemnifying Person to assume the defense of any such claim or any
      litigation resulting therefrom; provided, that counsel for the
      Indemnifying Person, who shall conduct the defense of such claim or
      litigation, shall be approved by the Indemnified Person (whose approval
      shall not be unreasonably withheld, conditioned or delayed); and provided
      further, that the failure of any Indemnified Person to give notice as
      provided herein shall not relieve the Indemnifying Person of its
      obligations under this Section 2.6 except to the extent that the
      Indemnifying Person is actually prejudiced by such failure. The
      Indemnified Person may participate in such defense at such party's
      expense; provided, however, that the Indemnifying Person shall pay such
      expense if the Indemnified Person reasonably concludes that representation
      of such Indemnified Person by the counsel retained by the Indemnifying
      Person would be inappropriate due to actual or potential conflicts of
      interests between the Indemnified Person and any other party represented


                                      -13-
<PAGE>
      by such counsel in such proceeding; and provided further, that in no event
      shall the Indemnifying Person be required to pay the expenses of more than
      one law firm per jurisdiction as counsel for the Indemnified Person. The
      Indemnifying Person also shall be responsible for the expenses of such
      defense if the Indemnifying Person does not elect to assume such defense.
      No Indemnifying Person, in the defense of any such claim or litigation
      shall, except with the consent of each Indemnified Person, consent to
      entry of any judgment or enter into any settlement that does not include
      as an unconditional term thereof the giving by the claimant or plaintiff
      to such Indemnified Person of a release from all liability in respect of
      such claim or litigation, and no Indemnified Person shall consent to entry
      of any judgment or settle such claim or litigation without the prior
      written consent of the Indemnifying Person, which consent shall not be
      unreasonably withheld, conditioned or delayed.

            (d) In order to provide for just and equitable contribution in
      circumstances in which the indemnification provided for in this Section
      2.6 is due in accordance with its terms but for any reason is held to be
      unavailable to an Indemnified Person in respect to any losses, claims,
      damages and liabilities referred to herein, then the Indemnifying Person
      shall, in lieu of indemnifying such Indemnified Person, contribute to the
      amount paid or payable by such Indemnified Person as a result of such
      losses, claims, damages or liabilities to which such party may be subject
      in such proportion as is appropriate to reflect the relative fault of the
      Company on the one hand and the Registration Selling Investors on the
      other in connection with the statements or omissions that resulted in such
      losses, claims, damages or liabilities. The relative fault of the Company
      and the Registration Selling Investors shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of
      material fact related to information supplied by the Company or the
      Registration Selling Investors and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent
      such statement or omission. The Company and the Registration Selling
      Investors agree that it would not be just and equitable if contribution
      pursuant to this Section 2.6(d) were determined by pro rata allocation or
      by any other method of allocation that does not take account of the
      equitable considerations referred to above. Notwithstanding the provisions
      of this Section 2.6(d), in no case shall any one Registration Selling
      Investor be liable or responsible for any amount in excess of the net
      proceeds received by such Registration Selling Investor from the offering
      of Registrable Shares; provided, however, that no Person guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any Person who was
      not guilty of such fraudulent misrepresentation. Any party entitled to
      contribution will, promptly after receipt of notice of commencement of any
      action, suit or proceeding against such party in respect of which a claim
      for contribution may be made against another party or parties under this
      Section 2.6(d), notify such party or parties from whom contribution may be
      sought, but the omission so to notify such party or parties from whom
      contribution may be sought shall not relieve such party from any other
      obligation it or they may have thereunder or otherwise under this Section
      2.6(d). No party shall be liable for contribution with respect to any
      action, suit, proceeding or claim settled without its prior written
      consent, which consent shall not be unreasonably withheld, conditioned or
      delayed.


                                      -14-


<PAGE>


                  (e) The indemnity and contribution agreements contained in
         this Section 2.6 are in addition to any other liability that any
         Indemnifying Person may have to any Indemnified Person.

         2.7. Other Matters with Respect to Underwritten Offerings. In the event
that Registrable Shares are sold pursuant to a Registration Statement in an
underwritten offering pursuant to Section 2.1, the Company agrees to (a) enter
into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of the Company and
customary covenants and agreements to be performed by the Company, including
customary provisions with respect to indemnification by the Company of the
underwriters of such offering; (b) use its best efforts to cause its legal
counsel to render customary opinions to the underwriters with respect to the
Registration Statement; and (c) use its best efforts to cause its independent
public accounting firm to issue customary "cold comfort letters" to the
underwriters with respect to the Registration Statement.

         2.8. Information by Holder. Each holder of Registrable Shares included
in any registration shall furnish to the Company such customary information
regarding such holder and the distribution proposed by such holder as the
Company may reasonably request in writing and that is required under applicable
laws, rules and regulations.

         2.9. Termination. The rights and obligations under this Section 2 shall
terminate with respect to an Investor on the earlier of (a) the date on which
all of the Registrable Shares owned by that Investor and covered by the Shelf
Registration Statement or another Registration Statement have been sold, and (b)
the date on which all of the Registrable Shares owned by that Investor may be
sold within a single 90-day period under Rule 144 (as determined by such
Investor after consultation with legal counsel). Notwithstanding the foregoing,
the right and obligations of the Company and the Registration Selling Investors
under Section 2.6 (relating to indemnification) shall survive any termination of
this Agreement or any part thereof.

3. Board of Directors.

         3.1. Series A Director.

                  (a) The Company confirms that, effective contemporaneously
         with the execution and delivery of this Agreement, Mike Pehl has become
         a director of the Company, pursuant to the right of the Investors to
         designate the Series A Director under Section 3(b) of the Series A
         Certificate.

                  (b) The Company agrees that, if at any time Series A Stock is
         outstanding and the Investors are unable to designate the Series A
         Director under Section 3(b) of the Series A Certificate by reason of
         the operation of the formula set forth therein, the Board of Directors
         shall, to the extent permitted by the Bylaws of the Company, increase
         the size of the Board of Directors to such number (the "REQUIRED NUMBER
         OF DIRECTORS") as will then enable the Investors to designate the
         Series A Director under Section 3(b) of the Series A Certificate. If at
         any time the Bylaws of the Company prevent the Board of Directors from
         increasing the size of the Board of Directors to the



                                      -15-
<PAGE>
         Required Number of Directors, the Board of Directors shall submit to
         the Company's stockholders for their approval an amendment to the
         Bylaws that will allow an increase in the size of the Board of
         Directors to at least the Required Number of Directors.

                  (c) In the event that the board of directors of any Subsidiary
         is expanded beyond the number of members existing as of the date hereof
         (for reasons other than compliance with local law), the Company shall
         cause the Series A Director to be elected to the board of directors of
         such Subsidiary and to provide to the Series A Director the same rights
         with respect to such Subsidiary as provided by the Company to the
         Series A Director hereunder.

                  (d) The Company and the Investors agree to take any such
         further actions as may be necessary or desirable to effect the
         election, from time to time in the future, of the Series A Director to
         (i) the Board of Directors and (ii), if and when applicable, the board
         of directors of each Subsidiary.

                  (e) No individual designated to serve on the Board of
         Directors as the Series A Director shall be deemed to be the deputy of
         or otherwise required to discharge his or her duties under the
         direction of, or with special attention to the interests of, the
         Investors.

         3.2. Designation of Series A Director.

                  (a) The Company shall provide the Investors with at least 20
         days' prior written notice (a "COMPANY ELECTION NOTICE") of any
         intended mailing of a notice to stockholders for a meeting or other
         action relating to an election of directors. The Company Election
         Notice shall specify (i) the date of such meeting, (ii) the date on
         which such mailing is intended to be made, and (iii) the name or names
         of the directors of the Company whose terms are to expire at such
         meeting.

                  (b) If (i) the Series A Director is one of the directors whose
         term is indicated in the Company Election Notice as expiring and (ii)
         DMC III owns any shares of Series A Stock on the record date for such
         election, then DMC III shall confer with the other Investors regarding
         the individual to be designated as the Series A Director, and after
         such discussion shall have the right to choose, in its sole discretion,
         the individual who shall be designated as the Series A Director. DMC
         III shall give written notice to the other Investors and the Company,
         no later than 15 days after receipt of the Company Election Notice, of
         such individual to be designated as the Series A Director for election
         to the Board of Directors as of the date of such meeting.

                  (c) If (i) the Series A Director is one of the directors whose
         term is indicated in Company Election Notice as expiring and (ii) DMC
         III does not own any shares of Series A Stock on the record date for
         such election, the Investors holding in the aggregate at least a
         majority of the shares of Series A Stock on the record date for such
         election shall give written notice to the other Investors and the
         Company, no later than 15 days after receipt of the Company Election
         Notice, of the individual to be designated by the Investors for
         election to the Board of Directors as of the date of such meeting.


                                      -16-
<PAGE>
                  (d) If the Company fails to receive notice from either DMC III
         or other Investors as provided in Section 3.2(b) or 3.2(c),
         respectively, then the individual then serving as the Series A Director
         shall be deemed to have been designated for reelection.

                  (e) The individual designated pursuant to Section 3.2(b),
         3.2(c) or 3.2(d), as the case may be, or otherwise in accordance with
         the Series A Certificate, shall be elected to the Board of Directors as
         the Series A Director contemporaneously with such election of
         directors.

         3.3. Observer Rights. The Company shall give EMC written notice of each
meeting of the Board of Directors and each committee thereof at least at the
same time and in the same manner as notice is given to the directors, and the
Company shall permit a representative of EMC to attend as a non-voting observer
all meetings of the Board of Directors and all committees thereof. The Company
shall deliver to the representative of EMC all written materials and other
information (including without limitation copies of meeting minutes) given to
directors in connection with such meetings at the same time such materials and
information are given to the directors. EMC understands and acknowledges that
the Board of Directors (or a committee of the Board of Directors, as the case
may be) shall have and reserve the right to exclude the observer from all or any
portion of a meeting to the extent (i) necessary to preserve attorney client
privilege or (ii) the Board of Directors (or such committee), in its sole
discretion, deems the presence of such observer to be inconsistent with the
Company's goal of adhering to best practices of corporate governance or
otherwise inadvisable under then-current laws, rules, regulations, including any
guidelines and interpretations thereof set forth or proposed by Nasdaq or any
exchange on which the Common Stock is then traded. The Company shall use its
best efforts to provide such observer with as much advance notice as is
reasonably practicable of such need for exclusion. If any action is proposed to
be taken by written consent in lieu of a meeting of the Board of Directors or
any committee thereof, the Company shall give written notice thereof to EMC on
or before the effective date of such consent describing in reasonable detail the
nature and substance of such proposed action. If and to the extent that the
board of directors of a Subsidiary shall be expanded and include the Series A
Director, pursuant to Section 3.1(c), then the Company shall cause the
applicable Subsidiary to provide to EMC the same rights with respect to such
Subsidiary as provided by the Company to EMC hereunder. Notwithstanding the
foregoing, (a) the observer rights granted pursuant to this Section 3.3 shall be
subject to EMC and the observer complying with the Company Policies, and (b) EMC
agrees, and any EMC observer will agree, to hold in confidence all confidential
information concerning the Company provided to EMC or learned by EMC in
connection with its rights under this Section 3.3, using the same degree of care
as EMC uses to protect its own confidential information, except to the extent
otherwise required by law and any other regulatory process to which EMC is
subject.

         3.4. Other Covenants.

                  (a) For so long as any Series A Director is serving on the
         Board of Directors pursuant to the Series A Certificate:


                                      -17-
<PAGE>
                  (i)      The Company shall reimburse the Series A Director for
                           his or her reasonable out-of-pocket expenses incurred
                           in attending meetings of the Board of Directors or
                           any committee thereof, to the extent provided in, and
                           in accordance with, the Company's reimbursement
                           policy in effect from time to time with respect to
                           other directors who are not employees of the Company
                           or a Subsidiary. The Series A Director shall be
                           entitled to receive such fees or other compensation
                           as may be paid by the Company from time to time to
                           directors who are not employees of the Company or a
                           Subsidiary.

                  (ii)     The Company's Certificate of Incorporation shall at
                           all times provide for the indemnification of the
                           members of the Board of Directors to the fullest
                           extent provided by the Delaware General Corporation
                           Law and to the maximum extent provided in any
                           indemnification agreement entered into between the
                           Company and any of its directors and officers. In the
                           event that the Company or any of its successors or
                           assigns (i) consolidates with or merges into any
                           other entity and shall not be the continuing or
                           surviving corporation in such consolidation or merger
                           or (ii) Transfers all or substantially all of its
                           properties and assets to any entity, then, and in
                           each such case, to the extent necessary, proper
                           provision shall be made so that the successors and
                           assigns of the Company assume the obligations of the
                           Company with respect to indemnification of members of
                           the Board of Directors as contained in the Company's
                           Certificate of Incorporation.

                  (iii)    The Company shall use its best efforts to carry and
                           maintain any insurance against directors' and
                           officers' liability to cover the Series A Director to
                           the same extent as directors elected by the holders
                           of Common Stock; provided, however, that the amount
                           of such coverage shall not be less than $15,000,000.

                  (b) For so long as the representative of EMC attends as a
         non-voting observer all meetings of the Board of Directors and all
         committees thereof, the Company shall reimburse the representative of
         EMC for his or her reasonable out-of-pocket expenses incurred in
         attending meetings of the Board of Directors or any committee thereof,
         to the extent provided in, and in accordance with, the Company's
         reimbursement policy in effect from time to time with respect to
         directors who are not employees of the Company or a Subsidiary.

                  (c) By executing the signature page to this Agreement, each of
         the Investors hereby (i) acknowledges the receipt of a copy of each
         Company Policy as in effect on the date hereof, and (ii) agrees to
         comply with such Company Policies.

4. Additional Covenants.

         4.1. Compliance with Federal Securities Laws. With a view to making
available to the Investors the benefits of Rule 144 and any other rule or
regulation of the Commission that may at any time permit a Holder to sell
securities of the Company to the public without



                                      -18-
<PAGE>
registration, and with a view to making it possible for Investors to have the
Registrable Shares registered for resale pursuant to a registration on Form S-3
(or any successor form), the Company shall:

                  (a) use its best efforts to make and keep current public
         information about the Company available, as those terms are understood
         and defined in Rule 144, at all times;

                  (b) use its best efforts to file with the Commission in a
         timely manner all reports and other documents required of the Company
         under the Securities Act and the Exchange Act;

                  (c) use its best efforts to comply with the applicable
         provisions of the Sarbanes-Oxley Act that are currently in effect and
         to comply with any other applicable provisions of the Sarbanes-Oxley
         Act not currently in effect as such provisions become effective; and

                  (d) furnish to any Investor upon request (i) a written
         statement by the Company as to its compliance with the reporting
         requirements of Rule 144 and (ii) such other reports and documents of
         the Company as such Investor may reasonably request to avail itself of
         any similar rule or regulation of the Commission allowing it to sell
         any Registrable Shares without registration.

         4.2. Other Registration Rights.

                  (a) Subsequent to the date hereof, the Company shall not enter
         into any Other Registration Rights with any Other Registration Rights
         Holder unless such Other Registration Rights do not conflict in any
         material respect with the provisions of this Agreement. Other
         Registration Rights shall not be deemed to conflict with this Agreement
         solely as a result of a grant of incidental registration rights to the
         Other Registration Rights Holders with respect to a Registration
         Statement filed pursuant to Section 2.1; provided that:

                           (i)      Investors are granted the right to exercise
                                    incidental registration rights with respect
                                    to any registration required by such Other
                                    Registration Rights Holders to be made by
                                    the Company;

                           (ii)     if a managing underwriter advises the
                                    Company that marketing factors require a
                                    limitation on the number of shares to be
                                    underwritten in an offering made at the
                                    request of the Other Registration Rights
                                    Holders, the shares held by such Other
                                    Registration Rights Holders shall be
                                    excluded first, before any shares of the
                                    Investors are excluded; and

                           (iii)    if a managing underwriter advises the
                                    Company that marketing factors require a
                                    limitation on the number of shares to be
                                    underwritten in an offering requested under
                                    Section 2.1, the shares held by such Other
                                    Registration Rights Holders shall be
                                    excluded first, before any shares of the
                                    Investors are excluded.


                                      -19-
<PAGE>
                  (b) The Investors hereby acknowledge that the Company has
         granted certain registration rights to Silicon Valley pursuant to that
         certain Amended and Restated Registration Rights Agreement, dated as of
         January 11, 2002, between the Company and Silicon Valley. To the extent
         such registration rights of Silicon Valley require, Silicon Valley
         shall be treated as an "Investor" under this Agreement.

         4.3. Financial and Business Information. From and after the date
hereof, the Company shall deliver to each Investor:

                  (a) Annual Statements. As soon as practicable after the end of
         each fiscal year of the Company, and in any event within ninety (90)
         days thereafter:

                           (i)      consolidated and consolidating balance
                                    sheets of the Company and any subsidiaries
                                    at the end of such year;

                           (ii)     consolidated and consolidating statements of
                                    income, stockholders' equity and cash flows
                                    of the Company and any subsidiaries for such
                                    year, setting forth in each case in
                                    comparative form the figures for the
                                    previous fiscal year, all in reasonable
                                    detail and accompanied by an opinion thereon
                                    of independent certified public accountants
                                    of recognized national standing selected by
                                    the Company, which opinion shall state that
                                    such financial statements fairly present the
                                    financial position of the Company and any
                                    subsidiaries on a consolidated basis and
                                    have been prepared in accordance with GAAP
                                    (except as described in the notes thereto
                                    and for changes in application in which such
                                    accountants concur) and that the examination
                                    of such accountants in connection with such
                                    financial statements has been made in
                                    accordance with generally accepted auditing
                                    standards, and accordingly included such
                                    tests of the accounting records and such
                                    other auditing procedures as were considered
                                    necessary in the circumstances; and

                           (iii)    comparisons of each pertinent item in (i)
                                    and (ii) above to the operating and capital
                                    budget referred to in Section 4.3(b) below.

                  (b) Business Plans and Budgets. At least thirty (30) days
         prior to the end of each fiscal year, (i) an annual business plan
         setting forth the anticipated strategic business activities and goals,
         including an expected budget, of the Company an projections of
         operating results, prepared on a quarterly basis, and (ii) an annual
         capital budget describing the intended capital investment strategy of
         the Company that has been approved and adopted by the Board.

                  (c) Quarterly Statements. Within forty-five (45) days after
         the close of each of the first three (3) fiscal quarters of each fiscal
         year of the Company, a consolidated balance sheet, statement of income
         and statement of cash flows of the Company and any subsidiaries as at
         the close of such quarter and covering operations for such quarter and
         the portion of the Company's fiscal year ending on the last day of such
         quarter, all in reasonable detail and prepared in accordance with GAAP,
         subject to audit and year-end adjustments, setting forth in each case
         in comparative form the figures for the



                                      -20-
<PAGE>
         comparable period of the previous fiscal year, and a summary written
         analysis of such comparison. The Company shall also provide comparisons
         of each pertinent item to the operating and capital budget referred to
         in Section 4.3(b) above.

                  (d) Monthly Statements. Within thirty (30) days after the end
         of each month, a consolidated balance sheet, statement of income and
         statement of cash flows of the Company and any subsidiaries as at the
         close of such month and covering operations for such month and the
         portion of the Company's fiscal year ending on the last day of such
         quarter, all in reasonable detail and prepared in accordance with GAAP,
         subject to audit and year-end adjustments, setting forth in each case
         in comparative form the figures for the comparable period of the
         previous fiscal year, and a summary written analysis of such
         comparison. The Company shall also provide comparisons of each
         pertinent item to the operating and capital budget referred to in
         Section 4.3(b) above.

                  (e) Audit Reports. As soon as practicable after receipt
         thereof, a copy of any financial report and internal control letter
         submitted to the Company by independent accountants in connection with
         any annual, interim or special audit made by them of the books of the
         Company.

                  (f) Other Reports. As soon as practicable after receipt
         thereof, one copy of each financial statement, report, notice of proxy
         statement, if any, sent by the Company to stockholders generally, of
         each written communication received by the Company from any domestic or
         foreign securities exchange, the Commission or any foreign regulatory
         authority performing functions similar to the Commission.

                  (g) Company Policies. The business and financial information
         rights granted pursuant to this Section 4.3 shall be subject to the
         Investors' continuing compliance with the Company Policies.

         4.4. Amendments to Series A Certificate.

                  (a) If, due to a future change in the applicable rules or
         regulations of the Nasdaq Stock Market or other applicable market or
         exchange, each share of Series A Stock may be afforded a greater number
         of votes (the "INCREASED MAXIMUM VOTE ALLOWED") than the Maximum Per
         Share Preferred Vote (as defined in the Series A Certificate) without
         requiring approval of the stockholders of the Company, the Company and
         the Investors shall take such actions as may be necessary to amend
         Section 3(a) of the Series A Certificate to increase the Maximum Per
         Share Preferred Vote to equal the Increased Maximum Vote Allowed.

                  (b) If, due to a future change in the applicable rules or
         regulations of the Nasdaq Stock Market or other applicable market or
         exchange, the Series A Stock may be converted into a greater number of
         shares of Common Stock (the "INCREASED CONVERSION THRESHOLD ALLOWED")
         than the Conversion Threshold (as defined in the Series A Certificate)
         without requiring approval of the stockholders of the Company, the
         Company and the Investors shall take such actions as may be necessary
         to amend Section 4(a)(ii) of the Series A Certificate to increase the
         Conversion Threshold to equal the Increased Conversion Threshold
         Allowed.


                                      -21-
<PAGE>

            4.5. Available Copy. The Secretary of the Company shall maintain an
      original copy of this Agreement, duly executed by each of the parties
      hereto, at the principal executive office of the Company and shall make
      such copy available for inspection by any Person requesting it.

      5. Nonpublic Information. Neither the Company nor any Person acting on its
behalf shall provide any Investor with any material, nonpublic information about
the Company unless, in advance of the delivery of such information, the Investor
consents to the receipt of such information and agrees to maintain the
confidentiality of such information in writing, regardless of whether the
delivery of such information is otherwise required pursuant to the terms of this
Agreement or any other Transaction Document (as defined in the Purchase
Agreement). The Company understands and confirms that each of the Investors will
rely on the foregoing covenant in effecting transactions in securities of the
Company.

      6. General.

            6.1. Use of Best Efforts. Where this Agreement requires the "best
      efforts" of the Company, it is understood and agreed that the Company
      shall not be required by its obligation to undertake "best efforts" to
      incur any extraordinary and material expense or undertake or engage in any
      litigation.

            6.2. Notices. All notices, requests and other communications to any
      party hereunder shall be in writing (including facsimile or similar
      writing) and shall be given to such party at its address or facsimile
      number set forth on the signature page hereof, or such other address or
      facsimile number as such party may hereinafter specify for the purpose of
      this Section 6.2 to the party giving such notice. Each such notice,
      request or other communication shall be effective (a) if given by
      facsimile transmission, when such facsimile is transmitted to the
      facsimile number specified on the signature pages of this agreement and
      the appropriate confirmation is received or, (b) if given by mail, 72
      hours after such communication is deposited in the mails with first class
      postage prepaid, addressed as aforesaid or, (c) if given by any other
      means, when delivered at the address specified on the signature pages of
      this Agreement.

            6.3. Amendments and Waivers. Other than with regard to the
      provisions of Section 2, this Agreement may be amended or terminated and
      the observance of any term of this Agreement may be waived with respect to
      all parties to this Agreement (either generally or in a particular
      instance and either retroactively or prospectively), with the written
      consent of the Company and Investors holding at least a majority of the
      Series A Stock then held by Investors. The provisions of Section 2 may be
      amended or terminated and the observance of any term of Section 2 may be
      waived with respect to all parties to this Agreement (either generally or
      in a particular instance and either retroactively or prospectively), with
      the written consent of the Company and Investors holding at least a
      eighty-five percent (85%) of the Series A Stock then held by Investors.
      Notwithstanding the foregoing, this Agreement may not be amended or
      terminated and the observance of any term hereunder may not be waived with
      respect to any Investor without the written consent of such Investor
      unless such amendment, termination or waiver applies to all Investors in
      the same fashion. The Company shall give prompt written notice of any
      amendment or termination of this

                                      -22-
<PAGE>
      Agreement or waiver hereunder to any party hereto that did not consent in
      writing to such amendment, termination or waiver. Any amendment,
      termination or waiver effected in accordance with this Section 6.3 shall
      be binding on all parties hereto, even if they do not execute such
      consent. No waivers of or exceptions to any term, condition or provision
      of this Agreement, in any one or more instances, shall be deemed to be, or
      construed as, a further or continuing waiver of any such term, condition
      or provision.

            6.4. Successors and Assigns. The provisions of this Agreement shall
      be binding upon and inure to the benefit of the parties hereto and their
      respective successors and assigns; provided that the Company may not
      assign, delegate or otherwise transfer any of its rights or obligations
      under this Agreement without the written consent of Investors holding at
      least a majority of the Series A Stock then held by Investors.

            6.5. Governing Law; Venue; Waiver of Jury Trial. All questions
      concerning the construction, validity, enforcement and interpretation of
      this Agreement shall be governed by and construed and enforced in
      accordance with the internal laws of the State of Delaware. Each party
      hereby irrevocably submits to the exclusive jurisdiction of the state and
      federal courts sitting in the State of Delaware, for the adjudication of
      any dispute hereunder or in connection with any transaction contemplated
      hereby or discussed herein, and hereby irrevocably waives, and agrees not
      to assert in any suit, action or proceeding, any claim that it is not
      personally subject to the jurisdiction of any such court, or that such
      suit, action or proceeding is improper. Each party hereby irrevocably
      waives personal service of process and consents to process being served in
      any such suit, action or proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of
      delivery) to such party at the address in effect for notices to it under
      this Agreement and agrees that such service shall constitute good and
      sufficient service of process and notice thereof. Nothing contained herein
      shall be deemed to limit in any way any right to serve process in any
      manner permitted by law. Each of the parties hereby waives all rights to a
      trial by jury.

            6.6. Entire Agreement. This Agreement constitutes the entire
      agreement and understanding among the parties hereto with respect to the
      subject matter of this Agreement and supersedes any and all prior
      agreements and understandings, written or oral, relating to such subject
      matter.

            6.7. Severability. The invalidity or unenforceability of any
      provision of this Agreement shall not affect the validity or
      enforceability of any other provision of this Agreement.

            6.8. Headings. The headings in this Agreement are included for
      convenience of reference only and shall be ignored in the construction or
      interpretation hereof.

                                      -23-
<PAGE>
            6.9. Counterparts; Facsimile Signatures; Effectiveness. This
      Agreement may be executed in any number of counterparts (including
      facsimile signature) each of which shall be an original with the same
      effect as if the signatures thereto and hereto were upon the same
      instrument. This Agreement shall become effective when each party hereto
      shall have received a counterpart hereof signed by the other party hereto.

                            [signature pages follow]

                                      -24-
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Investor Rights
Agreement to be duly executed by their respective authorized signatories as of
the date first above written.

                                         MTI TECHNOLOGY CORPORATION


                                         By: __________________________
                                         Name:
                                         Title:

                                         Address for notices:

                                         MTI Technology Corporation
                                         14661 Franklin Avenue
                                         Tustin, California 92780
                                         Attention:
                                         Facsimile:

                                         with a copy to:
                                         Stradling Yocca Carlson & Rauth
                                         660 Newport Center Drive
                                         Suite 1600
                                         Newport Beach, California 92660
                                         Attention: Nick E. Yocca, Esq.
                                         Facsimile: (949) 725-4100

                        [Investor signature pages follow]

                                      S-1
<PAGE>
                                         INVESTORS:

                                         DIGITAL MEDIA & COMMUNICATIONS III
                                                LIMITED PARTNERSHIP
                                         DIGITAL MEDIA & COMMUNICATIONS III-A
                                                LIMITED PARTNERSHIP
                                         DIGITAL MEDIA & COMMUNICATIONS III-B
                                                LIMITED PARTNERSHIP
                                         DIGITAL MEDIA & COMMUNICATIONS III-C
                                                LIMITED PARTNERSHIP
                                         DIGITAL MEDIA & COMMUNICATIONS III-D
                                                C.V.
                                         DIGITAL MEDIA & COMMUNICATIONS III-E
                                                C.V.

                                          By:  Advent International Limited
                                                 Partnership, General Partner
                                          By:  Advent International Corporation,
                                                 General Partner

                                          By: __________________________
                                          Name:      Michael Pehl
                                          Title:     Partner

                                         Address for notices:

                                         c/o Advent International Corporation

                                         75 State Street
                                         Boston, Massachusetts 02109
                                         Attention:  Mike Pehl
                                                     Operating Partner
                                         Facsimile:  617.951.0566

                                         With a copy to:

                                         Pepper Hamilton LLP
                                         3000 Two Logan Square
                                         18th and Arch Streets
                                         Philadelphia, Pennsylvania 19103
                                         Attention:  Julia D. Corelli, Esquire
                                         Facsimile:  215.981.4750

              Investor Signature Page to Investor Rights Agreement

                                       S-2
<PAGE>
                                         ADVENT PARTNERS DMC III LIMITED
                                               PARTNERSHIP
                                         ADVENT PARTNERS II LIMITED PARTNERSHIP

                                         By:  Advent International Corporation,
                                                General Partner

                                         By: __________________________
                                         Name:      Michael Pehl
                                         Title:     Partner

                                         Address for notices:

                                         c/o Advent International Corporation

                                         75 State Street
                                         Boston, Massachusetts 02109
                                         Attention:  Mike Pehl
                                                     Operating Partner
                                         Facsimile:  617.951.0566

                                         With a copy to:

                                         Pepper Hamilton LLP
                                         3000 Two Logan Square
                                         18th and Arch Streets
                                         Philadelphia, Pennsylvania 19103
                                         Attention:  Julia D. Corelli, Esquire
                                         Facsimile:  215.981.4750

              Investor Signature Page to Investor Rights Agreement

                                      S-3
<PAGE>
                                         EMC CORP.



                                         By: __________________________
                                         Name:
                                         Title:

                                         Address for notices:

                                         176 South Street
                                         Hopkinton, Massachusetts 01748
                                         Attention:    C. Matthew Olton
                                                       Senior Corporate Counsel
                                         Facsimile:    508.497.6915

                                         With a copy to:

                                         Pepper Hamilton LLP
                                         3000 Two Logan Square
                                         18th and Arch Streets
                                         Philadelphia, Pennsylvania 19103
                                         Attention:    Julia D. Corelli, Esquire
                                         Facsimile:    215.981.4750

              Investor Signature Page to Investor Rights Agreement

                                       S-4