Exhibit
      10.01

     

    SECURITIES
      PURCHASE AGREEMENT 

     

    This
      Securities Purchase Agreement together with all schedules and exhibits, (this
      “Agreement”)
      is
      dated as of February 28, 2006, among San Holdings, Inc., a Colorado corporation
      (the “Company”),
      and
      each Purchaser identified on the signature pages hereto (each a “Purchaser”
and
      collectively the “Purchasers”),
      each
      a “party” and collectively the “parties.”

     

    WITNESSETH:

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated
      thereunder, the Company desires to issue and sell to the Purchasers, and the
      Purchasers, severally and not jointly, desire to purchase from the Company
      in
      the aggregate, up to 236.8 Units, each Unit consisting of (i) one share of
      Preferred Stock of the Company initially convertible into 333,333 shares of
      Common Stock, with such Preferred Stock having the terms and conditions as
      described in the Certificate of Designations, and (ii) a $0.30 Warrant and
      a $0.50 Warrant, each of such Warrants initially exercisable into 166,667 shares
      of Common Stock, with such Warrants having the terms and conditions described
      in
Exhibit
      D
      and
Exhibit
      E;
      

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement, the Company
      may
      sell additional Units to Purchasers and or other Persons (as defined herein)
      after the initial Closing (as defined herein) pursuant to the terms set forth
      herein;

     

    WHEREAS,
      Sun Solunet, LLC (“Sun Solunet”), the majority shareholder of the Company,
      expects to purchase a total of 176.5 Units from the Company for $8,000,000;
      and

     

    WHEREAS,
      the number of Units to be purchased by Sun Solunet is equal to quotient obtained
      by dividing (i) 8,000,000 by (ii) the Per Unit Purchase Price applicable to
      Sun
      Solunet. The Per Unit Purchase Price applicable to Sun Solunet equals the
      quotient obtained by dividing (a) the aggregate Subscription Amount from all
      Purchasers (other than Sun Solunet) less the aggregate fees payable to Monarch
      Capital Group LLC by (b) number of Units to be purchased by all Purchasers
      (other than Sun Solunet).

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and each Purchaser agrees as
      follows:

     

    ARTICLE
      I

    DEFINITIONS
      

     

    1.1.           Definitions.
      In addition to the terms defined elsewhere in this Agreement, for all purposes
      of this Agreement, the following terms have the meanings indicated in this
      Section 1.1:

     

    “Action”
shall
      have the meaning ascribed to such term in Section 3.1(j). 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as such
      terms are used in and construed under Rule 144. With respect to a Purchaser,
      any
      investment fund or managed account that is managed on a discretionary basis
      by
      the same investment manager as such Purchaser will be deemed to be an Affiliate
      of such Purchaser.

     

    “Business
      Day”
means
      any day except Saturday, Sunday and any day which shall be a federal legal
      holiday or a day on which banking institutions in the State of New York are
      authorized or required by law or other governmental action to
      close.

     

    “Certificate
      of Designations”
means
      the Certificate of Designations, Preferences and other rights and qualifications
      of the Series A Preferred Stock substantially in the form of Exhibit
      A
      hereto.

     

    “Closing”
means
      the closing of the purchase and sale of the Units pursuant to Section 2.1.
      Subject to the satisfaction of the all of the conditions precedent set forth
      in
      the definition of Closing Date on the first Closing, there may be subsequent
      Closings for the sale of additional Units pursuant to this Agreement or on
      the
      same terms and conditions as set forth in this Agreement.

     

    “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties thereto, and all conditions precedent to
      the
      Purchasers’ obligations to pay the Subscription Amount and the Company’s
      obligation to issue the Warrants and the Preferred Shares have been satisfied
      or
      waived.

     

    “Commission”
means
      the Securities and Exchange Commission. 

     

    “Common
      Stock”
means
      the common stock of the Company, no par value per share, and any securities
      into
      which such common stock may hereafter be reclassified. 

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries which would entitle the holder
      thereof to acquire at any time Common Stock, including without limitation,
      any
      debt, preferred stock, rights, options, warrants or other instrument that is
      at
      any time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock. 

     

    “Credit
      Support Termination Agreement”
means
      the termination to the letter agreement, dated as of March 31, 2003, by and
      between Sun Capital Partners II, LP, a Delaware limited partnership (the
“Fund”), and the Company, as amended on November 23, 2005, acknowledged and
      agreed to by Sun Solunet, substantially in the form of Exhibit
      G
      attached
      hereto.

     

    “Disclosure
      Schedules”
means
      the Disclosure Schedules attached hereto. 

     

    “Effective
      Date”
means
      the date that the Registration Statement is first declared effective by the
      Commission. 

     

    “Escrow
      Agent”
means
      Wells Fargo Bank, National Association.

    
      
        
        

      

      
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    “Escrow
      Agreement”
shall
      mean the Escrow Agreement substantially in the form of Exhibit
      B
      hereto,
      as the same may be amended or supplemented from time to time.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended. 

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, right of first refusal, preemptive
      right or other restriction. 

     

    “Material
      Adverse Effect”
shall
      have the meaning ascribed to such term in Section 3.1(b). 

     

    “Material
      Permits”
shall
      have the meaning ascribed to such term in Section 3.1(l). 

     

    “Per
      Unit Purchase Price”
equals
      $50,000 for all Purchasers other than Sun Solunet and for Sun Solunet equals
      the
      lesser amount set forth in the third “WHEREAS” clause of this
      Agreement.

     

    “Person”
means
      any legal person, including without limitation, an individual or corporation,
      partnership, trust, incorporated or unincorporated association, joint venture,
      limited liability company, joint stock company, government (or an agency or
      subdivision thereof) or other entity of any kind. 

     

    “Preferred
      Shares”
means
      the Series A Preferred Stock issuable pursuant to this Agreement.

     

    “Preferred
      Stock”
mean
      the Series A Preferred Stock of the Company no par value per share. Each share
      of Preferred Stock is convertible into 333,333 shares of Common
      Stock.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and each Purchaser, substantially in the form of Exhibit
      C
      hereto.


     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Shares.


     

    “Required
      Approvals”
shall
      have the meaning ascribed to such term in Section 3.1(e). 

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “SEC
      Reports”
shall
      have the meaning ascribed to such term in Section 3.1(h). 

     

    “Securities”
means
      the Preferred Shares, the Shares and the Warrants. 

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended. 

     

    “Shares”
means
      the shares of Common Stock issuable to each Purchaser pursuant to the exercise
      of the Warrants or the conversion of the Preferred Stock. 

    
      
        
        

      

      
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    “Sun
      Solunet”
means
      Sun Solunet, LLC, the majority shareholder of the Company as of the date of
      this
      Agreement.

     

    “Subscription
      Amount”
means,
      as to each Purchaser, the amounts set forth below such Purchaser’s signature
      block on the signature page hereto, payable (i) with respect to Purchasers
      other
      than Sun Solunet, in United States dollars and in immediately available funds
      and (ii) with respect to Sun Solunet, in the form of the exchange of debt owed
      to Sun Solunet in form and substance acceptable to the Company. 

     

    “Subsidiary”
shall
      mean the subsidiaries of the Company disclosed in the SEC Reports. 

     

    “Trading
      Day”
means
      (i) a day on which the Common Stock is traded on a Trading Market, or (ii)
      if
      the Common Stock is not listed on a Trading Market, a day on which the Common
      Stock is quoted in the over-the-counter market as reported by the National
      Quotation Bureau Incorporated (or any similar organization or agency succeeding
      its functions of reporting prices); provided, that in the event that the Common
      Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then
      Trading Day shall mean a Business Day.

     

    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the American Stock Exchange, the New York
      Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the
      OTC Bulletin Board. 

     

    “Transaction
      Documents”
means
      this Agreement, the Certificate of Designations, the Escrow Agreement, the
      Warrants and the Registration Rights Agreement and any other documents or
      agreements executed in connection with the transactions contemplated hereunder.
      

     

    “Units”
means
      the Units being offered pursuant to this Agreement, each Unit consisting of
      one
      share of Preferred Stock, one $0.30 Warrant and one $0.50 Warrant.

     

    “$0.30
      Warrants”
means
      the Common Stock Purchase Warrants, substantially in the form of Exhibit
      D,
      issuable to the Purchasers at the Closing, which warrants shall have an exercise
      price equal to $0.30 per share and be exercisable for a period of five years.
      Each $0.30 Warrant is initially exercisable into 166,667 shares of Common Stock.
      

     

    “$0.50
      Warrants”
means
      the Common Stock Purchase Warrants, substantially in the form of Exhibit
      E,
      issuable to the Purchasers at the Closing, which warrants shall have an exercise
      price equal to $0.50 per share and be exercisable for a period of five years.
      Each $0.50 Warrant is initially exercisable into 166,667 shares of Common
      Stock.

     

    “Warrants”
means
      the $0.30 Warrants and $0.50 Warrants, collectively. 

     

    ARTICLE
      II

    PURCHASE
      AND SALE 

     

    2.1.           Closing.
      At the
      Closing, each Purchaser shall purchase from the Company, severally and not
      jointly with the other Purchasers, and the Company shall issue and sell to
      each
      Purchaser, a number of Units equal to such Purchaser’s Subscription Amount
      divided by the Per Unit Purchase Price. Sun Solunet, employees and executive
      officers of the Company that are Purchasers shall be permitted to invest in
      less
      than full Unit increments, and notwithstanding anything to the contrary set
      forth herein, any such Purchasers shall be excluded from the representations
      and
      warranties to the Company set forth in Section 3.2(i) of this Agreement and
      the
      covenants to the Company set forth in Section 4.5 of this Agreement. Upon
      satisfaction of the conditions set forth in Section 2.2, the Closing shall
      occur
      at the offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park
      Avenue Tower, 65 East 55th
      Street,
      New York, New York 10022, or such other location as the parties shall mutually
      agree.

    
      
        
        

      

      
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    2.2.           Closing
      Conditions; Deliveries.

     

    (a)           At
      the
      Closing the Company shall deliver or cause to be delivered to each Purchaser
      or
      in lieu thereof the Placement Agent the following:

     

    (i)           this
      Agreement duly executed by the Company; 

     

    (ii)           a
      certificate evidencing a number of Preferred Shares equal to such Purchaser’s
      Subscription Amount divided by the Per Unit Purchase Price, registered in the
      name of such Purchaser; 

     

    (iii)           a
      copy of
      a $0.30 Warrant, registered in the name of such Purchaser, pursuant to which
      such Purchaser shall have the initial right to acquire up to the number of
      shares of Common Stock equal to 50% of the Shares to be issued to such Purchaser
      at the Closing assuming the conversion of all Preferred Stock into Common Stock
      of all of the Preferred Stock acquired by the Purchaser; 

     

    (iv)           a
      copy of
      a $0.50 Warrant, registered in the name of such Purchaser, pursuant to which
      such Purchaser shall have the initial right to acquire up to the number of
      shares of Common Stock equal to 50% of the Shares to be issued to such Purchaser
      at the Closing assuming the conversion of all Preferred Stock into Common Stock
      of all of the Preferred Stock acquired by the Purchaser; 

     

    (v)           the
      Registration Rights Agreement duly executed by the Company;

     

    (vi)           Lock-up
      agreements, substantially in the form of Exhibit
      F
      hereto
      executed by officers and inside directors of the Company that are employees
      of
      the Company; and

     

    (vii)           a
      Certificate of the President and the Secretary of the Company that the
      Certificate of Designations has been adopted and filed.

     

    (b)           At
      the
      Closing each Purchaser shall deliver or cause to be delivered to the Company
      the
      following: 

     

    (i)           this
      Agreement duly executed by such Purchaser; 

     

    (ii)           with
      respect to the Purchasers other than Sun Solunet, such Purchaser’s Subscription
      Amount by wire transfer to the account of the Escrow Agent (such account as
      provided to the Purchasers in writing by or on behalf of the Escrow Agent)
      prior
      to the Closing Date; and

    
      
        
        

      

      
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    (iii)           with
      respect to Sun Solunet, their Subscription Amount in the form of exchange of
      debt owed by the Company to Sun Solunet in form and substance reasonably
      acceptable to the Company on or prior to the Closing Date; and 

     

    (iv)           the
      Registration Rights Agreement duly executed by such Purchaser. 

     

    (c)           All
      representations and warranties of the other parties contained herein shall
      remain true and correct as of the Closing Date. 

     

    (d)           As
      of the
      Closing Date, there shall have been no Material Adverse Effect with respect
      to
      the Company since the date hereof. 

     

    (e)           From
      the
      date hereof to the Closing Date, trading in the Common Stock shall not have
      been
      suspended by the Commission (except for any suspension of trading of limited
      duration agreed to by the Company, which suspension shall be terminated prior
      to
      the Closing), and, at any time prior to the Closing Date, trading in securities
      generally as reported by Bloomberg Financial Markets shall not have been
      suspended or limited, or minimum prices shall not have been established on
      securities whose trades are reported by such service, or on any Trading Market,
      nor shall a banking moratorium have been declared either by the United States
      or
      New York State authorities nor shall there have occurred any material outbreak
      or escalation of hostilities or other national or international calamity of
      such
      magnitude in its effect on, or any material adverse change in, any financial
      market which, in each case, in the reasonable judgment of each Purchaser, makes
      it impracticable or inadvisable to purchase the Units at the Closing.


     

    (f)           After
      giving effect to (i) the payment by Sun Solunet of its Subscription Amount
      for
      the Units purchased hereby in the form of exchange of debt owed by the Company
      to Sun Solunet and (ii) the payment by the Company of some of the outstanding
      indebtedness owed to Sun Solunet (separate from the cancellation of debt
      described in (i)), the total remaining indebtedness of the Company to Sun
      Solunet shall be less than or equal to $5,000,000.

     

    (g)           The
      Credit Support Termination Agreement shall be duly executed by the parties
      thereto and shall include an agreement of the parties thereto to amend the
      Sun
      Loan to decrease the Company’s borrowing availability from $14,000,000 to
      $5,000,000, to revise the Sun Loan from a revolving loan to a term loan and
      to
      extend the maturity date thereof to a date that is three years from the date
      of
      the Credit Support Termination Agreement.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES 

     

    3.1.           Representations
      and Warranties of the Company.
      Except
      as disclosed in the SEC Reports or as set forth under the corresponding section
      of the Disclosure Schedules delivered concurrently herewith, the Company hereby
      makes the following representations and warranties as of the date hereof and
      as
      of the Closing Date to each Purchaser: 

    
      
        
        

      

      
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    (a)           Subsidiaries.
      Except
      as disclosed in the SEC Reports, the Company has no direct or indirect
      subsidiaries. Except as disclosed in the SEC Reports, the Company owns, directly
      or indirectly, all of the capital stock or other equity interests of each
      Subsidiary free and clear of any Liens, and all the issued and outstanding
      shares of capital stock of each Subsidiary are validly issued and are fully
      paid, non-assessable and free of preemptive and similar rights. If the Company
      has no subsidiaries, then references in the Transaction Documents to the
      Subsidiaries will be disregarded. 

     

    (b)           Organization
      and Qualification.
      The
      Company is an entity duly incorporated or otherwise organized, validly existing
      and in good standing under the laws of the jurisdiction of its incorporation
      or
      organization (as applicable), with the requisite power and authority to own
      and
      use its properties and assets and to carry on its business as currently
      conducted. Neither the Company nor any Subsidiary is in violation of any of
      the
      provisions of its respective certificate or articles of incorporation, bylaws
      or
      other organizational or charter documents. The Company is duly qualified to
      conduct business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing, as the case may be, could not
      have or reasonably be expected to result in (i) a material adverse effect on
      the
      legality, validity or enforceability of any Transaction Document, (ii) a
      material adverse effect on the results of operations, assets, business or
      financial condition of the Company and the Subsidiaries, taken as a whole,
      or
      (iii) a material adverse effect on the Company’s ability to perform in any
      material respect on a timely basis its obligations under any Transaction
      Document (any of (i), (ii) or (iii), a “Material
      Adverse Effect”).
      

     

    (c)           Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations thereunder. The execution and
      delivery of each of the Transaction Documents by the Company and the
      consummation by it of the transactions contemplated thereby have been duly
      authorized by all necessary corporate action on the part of the Company and
      no
      further action is required by the Company in connection therewith other than
      in
      connection with the Required Approvals. Each Transaction Document has been
      (or
      upon delivery will have been) duly executed by the Company and, when delivered
      in accordance with the terms hereof assuming such Transaction Documents are
      duly
      authorized, executed and delivered by the Purchasers as applicable, will
      constitute the valid and binding obligation of the Company enforceable against
      the Company in accordance with its terms except (i) as limited by general
      equitable principles and applicable bankruptcy, insolvency, reorganization,
      moratorium and other laws of general application affecting enforcement of
      creditors’ rights generally, (ii) as limited by laws relating to the
      availability of specific performance, injunctive relief or other equitable
      remedies and (iii) insofar as indemnification and contribution provisions may
      be
      limited by applicable law. 

     

    (d)           No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated thereby
      do
      not and will not (i) conflict in any material respect with or violate any
      provision of the Company’s articles of incorporation, bylaws, or (ii) conflict
      with, or constitute a default (or an event that with notice or lapse of time
      or
      both would become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation (with or without notice, lapse of time
      or both) of, any agreement, credit facility, debt or other instrument
      (evidencing a Company or Subsidiary debt or otherwise) or other understanding
      to
      which the Company or any Subsidiary is a party or by which any property or
      asset
      of the Company or any Subsidiary is bound or affected, or (iii) subject to
      the
      Required Approvals, conflict with or result in a violation of any law, rule,
      regulation, order, judgment, injunction, decree or other restriction of any
      court or governmental authority to which the Company or a Subsidiary is subject
      (including federal and state securities laws and regulations), or by which
      any
      property or asset of the Company or a Subsidiary is bound or affected, or (iv)
      conflict with or violate the terms of any agreement by which the Company or
      any
      Subsidiary is bound or to which any property or asset of the Company or any
      Subsidiary is bound or affected; except in the case of each of clauses (ii),
      (iii) and (iv), such as could not have or reasonably be expected to result
      in a
      Material Adverse Effect. 

    
      
        
        

      

      
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    (e)           Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with the execution, delivery and performance by the Company of the
      Transaction Documents, other than (i) the filing of any reports with the
      Commission, as mandated by the Exchange Act or the Securities Act, (ii) the
      filing with the Commission of the Registration Statement, (iii) application(s)
      to each applicable Trading Market for the listing of the Shares for trading
      thereon in the time and manner required thereby, and (iv) the filing of Form
      D
      with the Commission and such filings as are required to be made under applicable
      state securities laws, with each of the items listed in clauses (i)-(iv)
      inclusive being deemed a “Required
      Approval”).
      

     

    (f)           Issuance
      of the Securities.
      The
      Preferred Shares and Warrants are duly authorized and, when issued and paid
      for
      in accordance with the Transaction Documents, will be duly and validly issued,
      fully paid and nonassessable, free and clear of all Liens imposed by the Company
      other than as set forth in the Transaction Documents. The Shares, when issued
      in
      accordance with the terms of the Transaction Documents, will be validly issued,
      fully paid and nonassessable, free and clear of all Liens imposed by the
      Company.

     

    (g)           Capitalization.
      The
      capitalization of the Company is as described in the Company’s SEC Reports filed
      with the Commission. The Company has not issued any capital stock since
      September 30, 2005 other than pursuant to the exercise of employee stock options
      under the Company’s stock option plans, the issuance of shares of Common Stock
      to employees pursuant to the Company’s employee stock purchase plan and pursuant
      to the conversion or exercise of outstanding Common Stock Equivalents. No Person
      has any right of first refusal, preemptive right, right of participation, or
      any
      similar right to participate in the transactions contemplated by the Transaction
      Documents. Except as a result of the purchase and sale of the Securities, there
      are no outstanding options, warrants, script rights to subscribe to, calls
      or
      commitments of any character whatsoever relating to, or securities, rights
      or
      obligations convertible into or exchangeable for, or giving any Person any
      right
      to subscribe for or acquire, any shares of Common Stock, or contracts,
      commitments, understandings or arrangements by which the Company or any
      Subsidiary is or may become bound to issue additional shares of Common Stock,
      or
      securities or rights convertible or exchangeable into shares of Common Stock,
      other than as set forth in the SEC Reports. The issue and sale of the Securities
      will not obligate the Company to issue shares of Common Stock or other
      securities to any Person (other than the Purchasers) and will not result in
      a
      right of any holder of Company securities to adjust the exercise, conversion,
      exchange or reset price under such securities. All of the outstanding shares
      of
      capital stock of the Company are validly issued, fully paid and nonassessable,
      have been issued in material compliance with all federal and state securities
      laws, and none of such outstanding shares was issued in violation of any
      preemptive rights or similar rights to subscribe for or purchase securities.
      Except with respect to the approvals and authorizations required to increase
      the
      Company’s authorized capital to permit issuance of the Shares, no further
      approval or authorization of any stockholder, the Board of Directors of the
      Company or others is required for the issuance and sale of the Preferred Shares
      or the grant of the Warrants or the issuance of the Shares upon conversion
      of
      the Preferred Stock. With respect to the Shares issuable upon the exercise
      of
      the Warrants, the Company shall increase its authorized capital in amount
      sufficient to provide for the exercise of all outstanding Warrants of the
      Company. Except as disclosed in the SEC Reports, there are no stockholders
      agreements, voting agreements or other similar agreements with respect to the
      Company’s capital stock to which the Company is a party or, to the knowledge of
      the Company, between or among any of the Company’s stockholders. 

    
      
        
        

      

      
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    (h)            SEC
      Reports; Financial Statements.
      The
      Company has filed all reports required to be filed by it under the Securities
      Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
      for the two years preceding the date hereof (or such shorter period as the
      Company was required by law to file such material) (the foregoing materials,
      including the exhibits thereto, being collectively referred to herein as the
      “SEC
      Reports”)
      on a
      timely basis or has received a valid extension of such time of filing and has
      filed any such SEC Reports prior to the expiration of any such extension. As
      of
      their respective dates, the SEC Reports, as the same may have been amended,
      complied in all material respects at the time of filing with the requirements
      of
      the Securities Act and the Exchange Act and the rules and regulations of the
      Commission promulgated thereunder, and none of the SEC Reports except to the
      extent amended, updated or superseded by any subsequent filed report, when
      furnished or filed, contained any untrue statement of a material fact or omitted
      to state a material fact required to be stated therein or necessary in order
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading in any material respect. The financial statements of the
      Company included in the SEC Reports, except to the extent amended, updated
      or
      superseded by any subsequent filed report, whether furnished or filed, at the
      time of filing complied in all material respects with applicable accounting
      requirements and the rules and regulations of the Commission with respect
      thereto as in effect at the time of filing. Such financial statements have
      been
      prepared in accordance with generally accepted accounting principles applied
      on
      a consistent basis during the periods involved (“GAAP”),
      except to the extent amended, updated or superseded by and subsequent filed
      report, except as may be otherwise specified in such financial statements or
      the
      notes thereto and except that unaudited financial statements may not contain
      all
      footnotes required by GAAP, and fairly present in all material respects the
      financial position of the Company and its consolidated subsidiaries as of and
      for the dates thereof, except to the extent amended, updated or superseded
      by
      and subsequent filed report, and the results of operations and cash flows for
      the periods then ended, subject, in the case of unaudited statements, to normal,
      immaterial, year-end audit adjustments. 

    
      
        
        

      

      
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    (i)           Material
      Changes.
      Since
      the date of the filing of the latest audited financial statements included
      within the SEC Reports, except as disclosed in the SEC Reports (i) there has
      been no event, occurrence or development that has had or that could reasonably
      be expected to result in a Material Adverse Effect, (ii) the Company has not
      incurred any liabilities (contingent or otherwise) other than (A) trade payables
      and accrued expenses incurred in the ordinary course of business consistent
      with
      past practice and (B) liabilities required to be reflected in the Company’s
      financial statements pursuant to GAAP or required to be disclosed in filings
      made with the Commission, (iii) the Company has not altered its method of
      accounting, (iv) the Company has not declared or made any dividend or
      distribution of cash or other property, with or without consideration, to its
      stockholders or purchased, redeemed or made any agreements to purchase or redeem
      any shares of its capital stock and (v) the Company has not issued any equity
      securities to any officer, director or Affiliate, except pursuant to existing
      Company stock option plans. Except as disclosed in the SEC Reports, the Company
      does not have pending before the Commission any request for confidential
      treatment of information. 

     

    (j)           Litigation.
      Except
      as disclosed in the SEC Reports, there is no action, suit, inquiry, notice
      of
      violation, proceeding or investigation pending or, to the knowledge of the
      Company, threatened against or affecting the Company, any Subsidiary or any
      of
      their respective properties before or by any court, arbitrator, governmental
      or
      administrative agency or regulatory authority (federal, state, county, local
      or
      foreign) (collectively, an “Action”)
      which
      (i) adversely affects or challenges the legality, validity or enforceability
      of
      any of the Transaction Documents or the Securities or (ii) could, if there
      were
      an unfavorable decision, have or reasonably be expected to result in a Material
      Adverse Effect. Neither the Company nor any Subsidiary, nor to the Company’s
      knowledge, any director or officer thereof, is or has been the subject of any
      Action involving a claim of violation of or liability under federal or state
      securities laws or a claim of breach of fiduciary duty. There has not been,
      and
      to the knowledge of the Company, there is not pending or contemplated, with
      respect to the Company, any investigation by the Commission involving the
      Company or any current or former director or officer of the Company. The
      Commission has not issued any stop order or other order suspending the
      effectiveness of any registration statement filed by the Company or any
      Subsidiary under the Exchange Act or the Securities Act. 

     

    (k)           Compliance.
      Except
      as disclosed in the SEC Reports, neither the Company nor any Subsidiary (i)
      is
      in default under or in violation of (and no event has occurred that has not
      been
      waived that, with notice or lapse of time or both, would result in a default
      by
      the Company or any Subsidiary under), nor has the Company or any Subsidiary
      received notice of a claim that it is in default under or that it is in
      violation of, any indenture, loan or credit agreement or any other agreement
      or
      instrument to which it is a party or by which it or any of its properties is
      bound (whether or not such default or violation has been waived) where the
      effect of such default or violation could be reasonably expected to be a
      Material Adverse Effect, (ii) is in violation of any order of any court,
      arbitrator or governmental body, or (iii) is or has been in violation of any
      statute, rule or regulation of any governmental authority, including without
      limitation all foreign, federal, state and local laws applicable to its business
      except in each case as could not have a Material Adverse Effect.

     

    (l)           Regulatory
      Permits.
      The
      Company possesses all certificates, authorizations and permits issued by the
      appropriate federal, state, local or foreign regulatory authorities necessary
      to
      conduct their respective businesses as described in the SEC Reports, except
      where the failure to possess such permits could not have or reasonably be
      expected to result in a Material Adverse Effect (“Material
      Permits”),
      and
      the Company has not received any notice of proceedings relating to the
      revocation or modification of any Material Permit. 

    
      
        
        

      

      
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    (m)           Sarbanes-Oxley.
      The
      Company is in material compliance with all provisions of the Sarbanes-Oxley
      Act
      of 2002 which are applicable to it as of the Closing Date. 

     

    (n)           Certain
      Fees.
      Except
      for fees payable to Monarch Capital Group LLC, no brokerage or finder’s fees or
      commissions are or will be payable by the Company to any broker, financial
      advisor or consultant, finder, placement agent, investment banker, bank or
      other
      Person with respect to the transactions contemplated by this Agreement. The
      Purchasers shall have no obligation with respect to any fees or with respect
      to
      any claims made by or on behalf of other Persons for fees of a type contemplated
      in this Section that may be due in connection with the transactions contemplated
      by this Agreement. 

     

    (o)           Private
      Placement.
      Assuming the accuracy of each of the Purchasers representations and warranties
      set forth in Section 3.2, no registration under the Securities Act is required
      for the offer and sale of the Securities by the Company to the Purchasers as
      contemplated hereby. The issuance and sale of the Securities hereunder does
      not
      contravene the rules and regulations of the Trading Market. 

     

    (p)           Listing
      and Maintenance Requirements.
      The
      Company’s Common Stock is registered pursuant to Section 12(g) of the Exchange
      Act, and the Company has taken no action designed to, or which to its knowledge
      is likely to have the effect of, terminating the registration of the Common
      Stock under the Exchange Act nor has the Company received any notification
      that
      the Commission is contemplating terminating such registration. Except as
      disclosed in the SEC Reports, the Company has not, in the 12 months preceding
      the date hereof, received notice from any Trading Market on which the Common
      Stock is or has been listed or quoted to the effect that the Company is not
      in
      compliance with the listing or maintenance requirements of such Trading Market.
      

     

    (q)           Disclosure.
      The
      Company understands and confirms that the Purchasers will rely on the foregoing
      representations and covenants in effecting transactions in securities of the
      Company. All disclosure provided to the Purchasers regarding the Company, its
      business and the transactions contemplated hereby, including the Disclosure
      Schedules to this Agreement, furnished by or on behalf of the Company are true
      and correct and do not contain any untrue statement of a material fact or omit
      to state any material fact necessary in order to make the statements made
      therein, in light of the circumstances under which they were made, not
      misleading. 

     

    (r)           General
      Solicitation.
      Neither
      the Company nor, to the Company’s knowledge, any person acting on behalf of the
      Company has offered or sold any of the Units by any form of general solicitation
      or general advertising. To the Company’s knowledge, based upon representations
      by such Purchasers or other investors, the Company has offered the Units for
      sale only to the Purchasers and certain other “accredited investors” within the
      meaning of Rule 501 under the Securities Act. 

    
      
        
        

      

      
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    3.2.           Representations
      and Warranties of the Purchasers.
      The
      Purchasers acknowledge that the offering of Securities to the Purchasers is
      intended to be exempt from registration under the Securities Act by virtue
      of
      Section 4(2) of the Securities Act and the provisions of Regulation D
      promulgated thereunder, which is in part dependent upon the truth, completeness
      and accuracy of the representations made by the Purchasers in this Agreement.
      Each Purchaser hereby, for itself and for no other Purchaser, represents and
      warrants as of the date hereof and as of the Closing Date to the Company as
      follows: 

     

    (a)           No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the consummation
      by
      the Purchaser of the transactions contemplated hereby or relating hereto do
      not
      and will not (i) result in a violation of such Purchaser’s charter
      documents or bylaws or (ii) conflict with, or constitute a default (or an
      event which with notice or lapse of time or both would become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of any agreement, indenture or instrument to which the Purchaser
      is
      a party, or conflict with, breach or violate any Law applicable to the Purchaser
      or its properties (except for such conflicts, defaults and violations as would
      not, individually or in the aggregate, have a Material Adverse Effect on such
      Purchaser). The Purchaser is not required to obtain any consent, authorization
      or order of, or make any filing or registration with, any court or governmental
      agency in order for it to execute, deliver or perform any of such Purchaser’s
      obligations under this Agreement or to purchase the securities from the Company
      in accordance with the terms hereof, provided that for purposes of the
      representation made in this sentence, the Purchaser is assuming and relying
      upon
      the accuracy of the relevant representations and agreements of the Company
      herein.

     

    (b)           Organization;
      Authority.
      Such
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations thereunder. The execution, delivery and performance by
      such
      Purchaser of the transactions contemplated by this Agreement have been duly
      authorized by all necessary corporate or partnership action on the part of
      such
      Purchaser. Each Transaction Document to which it is party has been duly executed
      by such Purchaser, and when delivered by such Purchaser in accordance with
      the
      terms hereof, will constitute the valid and legally binding obligation of such
      Purchaser, enforceable against it in accordance with its terms, except (i)
      as
      limited by general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief or other equitable
      remedies and (iii) insofar as indemnification and contribution provisions may
      be
      limited by applicable law. 

     

    (c)           Purchaser’s
      Intent.
      Such
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and is acquiring the Securities as principal for its own account (this
      representation and warranty not limiting such Purchaser’s right to sell the
      Shares pursuant to the Registration Statement or otherwise in compliance with
      applicable federal and state securities laws and in accordance with the
      Transaction Documents). Such Purchaser is acquiring the Securities hereunder
      in
      the ordinary course of its business. Such Purchaser does not have any agreement
      or understanding, directly or indirectly, with any Person to distribute any
      of
      the Securities. 

    
      
        
        

      

      
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    (d)           Purchaser
      Status.
      At the
      time such Purchaser was offered the Securities, it was, and at the date hereof
      and as of the Closing Date it is an “accredited investor” as defined in Rule
      501(a) under the Securities Act. Such Purchaser is not required to be registered
      as a broker-dealer under Section 15 of the Exchange Act. Such Purchaser
      understands that such Purchaser’s investment in the Securities being purchased
      from the Company involve a high degree of risk. Such Purchaser understands
      that
      no United States federal or state agency or any other government or governmental
      agency has passed on or made any recommendation or endorsement of the Securities
      being purchased by such Purchaser from the Company. Such Purchaser warrants
      that
      such Purchaser is able to bear the complete loss of such Purchaser’s investment
      in the securities being purchased from the Company.

     

    (e)           Experience
      of Such Purchaser.
      Such
      Purchaser, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of the prospective investment
      in the Securities, and has so evaluated the merits and risks of such investment.
      Such Purchaser is able to bear the economic risk of an investment in the
      Securities and, at the present time, is able to afford a complete loss of such
      investment. 

     

    (f)           Full
      Access.
      Such
      Purchaser has been given full access to such records of the Company and the
      Subsidiaries and to the officers and directors of the Company (including the
      opportunity to ask questions of and receive answers from such Persons) and
      the
      Subsidiaries as it has deemed necessary or appropriate.

     

    (g)           General
      Solicitation.
      Such
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement. 

     

    (h)           Compliance
      with Patriot Act.
      The
      funds utilized by such Purchaser for the purchase of the Securities do not
      violate any provisions of the USA Patriot Act of 2001. 

     

    (i)           Beneficial
      Ownership.
      The
      Purchaser (other than Sun Solunet) and its affiliates do not beneficially own
      more than 4.9% of the Common Stock as of the date hereof. The Purchaser (other
      than Sun Solunet) shall not exercise the Warrants or convert the Preferred
      Shares to the extent that such exercise or conversion would result in beneficial
      ownership by the Purchaser and its affiliates of more than 4.9% of the then
      outstanding number of shares of Common Stock on such date. For the purposes
      of
      this subsection, beneficial ownership shall be determined in accordance with
      Section 13(d) of the Exchange Act, and Regulation 13d-3 promulgated thereunder.
      Notwithstanding the foregoing, such Purchaser, to the extent such purchase
      of
      the Securities causes such Purchaser’s beneficial ownership to exceed 4.9% of
      the outstanding shares of the Company, will qualify for filing on a Schedule
      13D
      under the Exchange Act. 

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (j)           Blue
      Sky Compliance.
      Such
      Purchaser shall agree to comply with any state blue sky limitations on the
      resale of the Securities, if any. 

     

    (k)           Certain
      Fees.
      Except
      for fees payable to Monarch Capital Group LLC, no brokerage or finder’s fees or
      commissions are or will be payable by the Purchasers to any broker, financial
      advisor or consultant, finder, placement agent, investment banker, bank or
      other
      Person with respect to the transactions contemplated by this Agreement. The
      Purchasers shall have no obligation with respect to any fees or with respect
      to
      any claims made by or on behalf of other Persons for fees of a type contemplated
      in this Section that may be due in connection with the transactions contemplated
      by this Agreement.

     

    (l)           Investment
      Decision.
      The
      Purchaser is making its own investment decision to invest in the Securities
      and
      has not relied on any representation (oral or written other than as set forth
      in
      this Agreement).

     

    ARTICLE
      IV

    OTHER
      AGREEMENTS OF THE PARTIES 

     

    4.1.           Transfer
      Restrictions.
      The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of Securities other than
      pursuant to an effective registration statement or Rule 144, to the Company,
      to
      an Affiliate of a Purchaser or in connection with a pledge as contemplated
      in
      Section 4.1(a), the Company may require the transferor thereof to provide to
      the
      Company an opinion of counsel selected by the transferor, the form and substance
      of which opinion shall be reasonably satisfactory to the Company, to the effect
      that such transfer does not require registration of such transferred Securities
      under the Securities Act. As a condition of transfer, any such transferee shall
      agree in writing to be bound by the applicable terms of this Agreement and
      shall
      have the rights of a Purchaser under this Agreement, the Certificate of
      Designations and the Registration Rights Agreement. 

     

    (a)           The
      Purchasers agree to the imprinting, so long as is required by this Section
      4.1(a), of a legend on any of the Securities in the following form: THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
      INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE
      SECURITIES ACT. 

    
      
        
        

      

      
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    So
      long
      as any pledgee, secured party or transferee provides a questionnaire to the
      Company demonstrating to the Company that such pledgee or transferee is an
      “accredited investor,” the Company acknowledges and agrees that a Purchaser may
      from time to time pledge pursuant to a bona fide margin agreement with a
      registered broker-dealer or grant a security interest in some or all of the
      Securities to a financial institution that is an “accredited investor” as
      defined in Rule 501(a) under the Securities Act and, if required under the
      terms
      of such arrangement, such Purchaser may transfer pledged or secured Securities
      to the pledgees or secured parties. Such a pledge or transfer would not be
      subject to approval of the Company and no legal opinion of legal counsel of
      the
      pledgee, secured party or pledgor shall be required in connection therewith.
      Further, no notice shall be required of such pledge. At the appropriate
      Purchaser’s expense, the Company will execute and deliver such reasonable
      documentation as a pledgee or secured party of Securities may reasonably request
      in connection with a pledge or transfer of the Securities, including, if the
      Securities are subject to registration pursuant to the Registration Rights
      Agreement, the preparation and filing of any required prospectus supplement
      under Rule 424(b)(3) under the Securities Act or other applicable provision
      of
      the Securities Act to appropriately amend the list of Selling Stockholders
      thereunder. 

     

    (b)           Certificates
      evidencing the Shares shall not contain any legend (including the legend set
      forth in Section 4.1(a)), (i) while a registration statement (including the
      Registration Statement) covering the resale of such security is effective under
      the Securities Act, or (ii) following any sale of such Shares pursuant to Rule
      144, or (iii) if such Shares are eligible for sale under Rule 144(k) and a
      request for the removal has been provided in writing by the Purchasers to the
      Company, or (iv) if such legend is not required under applicable requirements
      of
      the Securities Act (including judicial interpretations and pronouncements issued
      by the Staff of the Commission) and a request for the removal has been provided
      in writing by the Purchasers to the Company. The Company shall cause its counsel
      to issue a legal opinion to the Company’s transfer agent promptly after the
      Effective Date if required by the Company’s transfer agent to effect the removal
      of the legend hereunder with respect to the Shares registered thereunder,
      subject to any state blue sky law limitations. If any Preferred Shares are
      converted or if all or any portion of a Warrant is exercised at a time when
      there is an effective registration statement to cover the resale of the Shares
      for which the Preferred Shares are converted or the applicable portion of the
      Warrant has been exercised, such Shares shall be issued free of all legends.
      The
      Company agrees that following the Effective Date or at such time as such legend
      is no longer required under this Section 4.1(b), it will, no later than five
      Trading Days following the delivery by a Purchaser to the Company or the
      Company’s transfer agent of a certificate representing Shares issued with a
      restrictive legend, deliver or cause to be delivered to such Purchaser a
      certificate representing such Securities that is free from all restrictive
      and
      other legends. The Company may not make any notation on its records or give
      instructions to any transfer agent of the Company that enlarge the restrictions
      on transfer set forth in this Section. 

     

    (c)           Each
      Purchaser, severally and not jointly with the other Purchasers, agrees that
      the
      removal of the restrictive legend from certificates representing Securities
      as
      set forth in this Section 4.1 is predicated upon the Company’s reliance that
      such Purchaser will sell any Securities pursuant to either the registration
      requirements of the Securities Act, including any applicable prospectus delivery
      requirements, or an exemption therefrom. 

    
      
        
        

      

      
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    4.2.           Furnishing
      of Information.
      As long
      as any Purchaser owns Securities, the Company covenants to timely file (or
      obtain extensions in respect thereof and file within the applicable grace
      period) all reports required to be filed by the Company after the date hereof
      pursuant to the Exchange Act. As long as any Purchaser owns Securities, if
      the
      Company is not required to file reports pursuant to such laws, it will prepare
      and furnish to the Purchasers and make publicly available in accordance with
      Rule 144(c) such information as is required for the Purchasers to sell the
      Securities under Rule 144 to the extent Rule 144 is available for such sale.
      The
      Company further covenants that it will take such further reasonable action
      as
      any holder of Securities may reasonably request, to the extent required from
      time to time to enable such Person to sell such Securities without registration
      under the Securities Act within the limitation of the exemptions provided by
      Rule 144. 

     

    4.3.           Integration.
      The
      Company shall not sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in Section 2 of the Securities
      Act) that (X) would be integrated with the offer or sale of the Securities
      in a
      manner that would require the registration under the Securities Act of the
      sale
      of the Securities to the Purchasers or (Y) that would be integrated with the
      offer or sale of the Securities for purposes of the rules and regulations of
      any
      Trading Market such that it would require shareholder approval prior to the
      closing of such other transaction unless such shareholder approval is obtained
      before the closing of such subsequent transaction.

     

    4.4.           Shareholders
      Rights Plan.
      Except
      as set forth in the Disclosure Schedule, no claim will be made or enforced
      by
      the Company or, to the knowledge of the Company, any other Person that any
      Purchaser is an “Acquiring Person” under any shareholders rights plan or similar
      plan or arrangement in effect or hereafter adopted by the Company, or that
      any
      Purchaser could be deemed to trigger the provisions of any such plan or
      arrangement, by virtue of receiving Securities under the Transaction Documents
      or under any other agreement between the Company and the Purchasers.


     

    4.5.           Non-Public
      Information.
      The
      Purchasers (other than Sun Solunet) have all executed a written agreement with
      the Company regarding the confidentiality and use of any information provided
      to
      the Purchasers (other than Sun Solunet) by the Company that constitutes material
      non-public information. Except for the power-point presentation made to the
      Purchasers (other than Sun Solunet) by the Company and any information covered
      by the aforementioned confidentiality agreement, each Purchaser (other than
      Sun
      Solunet) acknowledges and the Company confirms that neither the Company nor,
      to
      its knowledge, any other person acting on the Company’s behalf, has provided any
      of the Purchasers (other than Sun Solunet) or their agents or counsel with
      any
      other information that constitutes material, non-public information.


     

    4.6.           Use
      of
      Proceeds.
      The
      Company shall use the net proceeds from the sale of the Securities (excluding
      amounts paid by the Company for legal and administrative fees in connection
      with
      the sale of the Securities) hereunder for the paydown or payoff of outstanding
      debt, including some of the outstanding amounts owed to Sun Solunet, working
      capital and general corporate purposes. 

    
      
        
        

      

      
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    4.7.           Reimbursement.
      If any
      Purchaser becomes involved in any capacity in any Proceeding by or against
      any
      Person who is a stockholder of the Company (except as a result of sales,
      pledges, margin sales and similar transactions by such Purchaser to or with
      any
      current stockholder), solely as a result of such Purchaser’s acquisition of the
      Securities under this Agreement, the Company will reimburse such Purchaser
      for
      its reasonable legal and other expenses (including the cost of any investigation
      preparation and travel in connection therewith) incurred in connection
      therewith, as such expenses are incurred. The reimbursement obligations of
      the
      Company under this paragraph shall be in addition to any liability which the
      Company may otherwise have, shall extend upon the same terms and conditions
      to
      any Affiliates of the Purchasers who are actually named in such action,
      proceeding or investigation, and partners, directors, agents, employees and
      controlling persons (if any), as the case may be, of the Purchasers and any
      such
      Affiliate, and shall be binding upon and inure to the benefit of any successors,
      assigns, heirs and personal representatives of the Company, the Purchasers
      and
      any such Affiliate and any such Person. The Company also agrees that neither
      the
      Purchasers nor any such Affiliates, partners, directors, agents, employees
      or
      controlling persons shall have any liability to the Company or any Person
      asserting claims on behalf of or in right of the Company solely as a result
      of
      acquiring the Securities under this Agreement. 

     

    4.8.           Indemnification
      of Purchasers.
      The
      Company will indemnify and hold the Purchasers and their directors, officers,
      shareholders, partners, employees and agents (each, a “Purchaser
      Party”)
      harmless from any and all losses, liabilities, obligations, claims,
      contingencies, damages, costs and expenses, including all judgments, amounts
      paid in settlements, court costs and reasonable attorneys’ fees and costs of
      investigation that any such Purchaser Party may suffer or incur as a result
      of
      or relating to: (a) any misrepresentation, breach or inaccuracy of any of the
      representations, warranties, covenants or agreements made by the Company in
      this
      Agreement or in the other Transaction Documents; or (b) any cause of action,
      suit or claim brought or made against such Purchaser Party and arising solely
      out of or solely resulting from the execution, delivery, performance or
      enforcement of this Agreement or any of the other Transaction Documents and
      without causation by any other activity, obligation, condition or liability
      pertaining to such Purchaser. The Company will reimburse such Purchaser for
      its
      reasonable legal and other expenses (including the cost of any investigation,
      preparation and travel in connection therewith) incurred in connection
      therewith, as such expenses are incurred; provided, however, that absent an
      actual conflict of interest with respect to all Purchasers involved in any
      such
      matter for which indemnification claim is made hereunder, the Company shall
      pay
      only one reasonable counsel fee for the representation of all Purchasers in
      such
      matter.

     

    4.9.           Reservation
      of Common Stock.
      As of
      the date hereof, the Company has reserved and the Company shall continue to
      reserve and keep available at all times, free of preemptive rights, 50,000,000
      shares of Common Stock for the purpose of enabling the Company to issue Shares.
      The Company shall increase its authorized capital in an amount sufficient to
      provide for the conversion of all the Preferred Stock and exercise of all of
      the
      outstanding Warrants of the Company. Until such time as the Company has so
      increased its authorized capital, each Purchaser shall each be entitled to
      convert the Preferred Stock and exercise the Warrants held by them on a pro
      rata
      basis with the other Purchasers, weighted on the basis of the respective
      Subscription Amounts paid to the Company by each Purchaser. 

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    4.10.           Listing
      of Common Stock.
      The
      Company hereby agrees to use commercially reasonably efforts to maintain the
      listing or quotation of the Common Stock on the Trading Market, and as soon
      as
      reasonably practicable following the Closing (but not later than the earlier
      of
      the Effective Date and the first anniversary of the Closing Date) to list all
      of
      the Shares on the Trading Market. The Company further agrees, if the Company
      applies to have the Common Stock traded on any other Trading Market, it will
      include in such application all of the Shares, and will take such other action
      as is necessary to cause all of the Shares to be listed or quoted on such other
      Trading Market as promptly as possible. The Company will take all action
      reasonably necessary to continue the listing and/or quotation and trading of
      its
      Common Stock on a Trading Market and will comply in all respects with the
      Company’s reporting, filing and other obligations under the bylaws or rules of
      the Trading Market. 

     

    4.11.           Equal
      Treatment of Purchasers.
      Following the execution and delivery of this Agreement by the parties hereto,
      no
      consideration shall be offered or paid to any person to amend or consent to
      a
      waiver or modification of any provision of any of the Transaction Documents
      unless the same consideration is also offered to all of the parties to the
      Transaction Documents. For clarification purposes, this provision constitutes
      a
      separate right granted to each Purchaser by the Company and negotiated
      separately by each Purchaser, and is intended to treat for the Company the
      Purchasers as a class and shall not in any way be construed as the Purchasers
      acting in concert or as a group with respect to the purchase, disposition or
      voting of Securities or otherwise. 

     

    4.12.           No
      Net
      Short Position.
      Each
      Purchaser agrees, severally and not jointly with any other Purchasers, that
      they
      or any Person acting at the request or direction of Purchaser, nor any
      Affiliate, will not enter into any Short Sales (as hereinafter defined) from
      the
      period commencing on the Closing Date and ending on the date that such Purchaser
      no longer holds any Shares. For purposes of this Section 4.12, a “Short
      Sale”
by
      any
      Purchaser shall mean a sale of Common Stock by such Purchaser that is marked
      as
      a short sale and that is made at a time when there is no equivalent offsetting
      long position in Common Stock held by such Purchaser. For purposes of
      determining whether there is an equivalent offsetting long position in Common
      Stock held by the Purchaser, Shares that have not yet been converted or
      exercised pursuant to the Certificate of Designations or the Warrants shall
      be
      deemed to be held long by the Purchaser, and the amount of shares of Common
      Stock held in a long position shall be all Shares held by such Purchaser on
      such
      date, plus any shares of Common Stock otherwise then held by such Purchaser.
      Additionally, each Purchaser understands and acknowledges, severally and not
      jointly with any other Purchaser, that the Commission currently takes the
      position that coverage of short sales of shares of the Common Stock “against the
      box” prior to the Effective Date of the Registration Statement with the Shares
      purchased hereunder is a violation of Section 5 of the Securities Act, as set
      forth in Item 65, Section 5 under Section A, of the Manual of Publicly Available
      Telephone Interpretations, dated July 1997, compiled by the Office of Chief
      Counsel, Division of Corporation Finance. Accordingly, each Purchaser hereby
      agrees not to use any of the Shares to directly cover any short sales made
      prior
      to the Effective Date. 

     

    4.13.           Corporate
      Existence; Conflicting Agreements.
      The
      Company will take all steps necessary to preserve and continue the corporate
      existence of the Company to the extent that failure to so preserve and continue
      the corporate existence of the Company would restrict or impair the right or
      ability of the Company or any successor to perform any of its obligations under
      this Agreement or any of the other agreements attached as exhibits hereto.
      The
      Company shall not enter into any agreement, the terms of which agreement would
      restrict or impair the right or ability of the Company or any successor to
      perform any of its obligations under this Agreement or any of the other
      agreements attached as exhibits hereto.

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    4.14.         Lock-Up
      Agreement.
      The
      Company shall cause the officers and inside directors that are employees of
      the
      Company to execute a lock-up agreement hereto restricting such Persons from
      selling any shares of Common Stock for a one-year period commencing on the
      date
      of this Agreement. 

     

    ARTICLE
      V

    MISCELLANEOUS
      

     

    5.1.           Fees
      and Expenses.
      Except
      with respect to the reasonable fees and expenses of Sun Solunet, which shall
      be
      paid by the Company, each party shall pay the fees and expenses of its advisers,
      counsel, accountants and other experts, if any, and all other expenses incurred
      by such party incident to the negotiation, preparation, execution, delivery
      and
      performance of this Agreement. The Company shall pay all stamp and other taxes
      and duties levied in connection with the sale of the Securities. 

     

    5.2.           Entire
      Agreement.
      The
      Transaction Documents, together with the exhibits and schedules thereto, contain
      the entire understanding of the parties with respect to the subject matter
      hereof and supersede and void all prior agreements and understandings, oral
      or
      written, with respect to such matters, which the parties acknowledge have been
      merged into such documents, exhibits and schedules. 

     

    5.3.           Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered (receipt confirmed) via facsimile at the facsimile number set
      forth
      on the signature pages attached hereto prior to 6:30 p.m. (New York City time)
      on a Trading Day, (b) the next Trading Day after the date of transmission,
      if
      such notice or communication is delivered (receipt confirmed) via facsimile
      at
      the facsimile number set forth on the signature pages attached hereto on a
      day
      that is not a Trading Day or later than 6:30 p.m. (New York City time) on any
      Trading Day, (c) the second Trading Day following the date of deposit with
      a
      carrier or service, if sent by U.S. nationally recognized overnight carrier
      or
      courier service, or (d) upon actual receipt by the party to whom such notice
      is
      required to be given. The address for such notices and communications shall
      be
      as set forth on the signature pages attached hereto. 

     

    5.4.           Amendments;
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any such waiver is sought. No waiver of any default with respect to any
      provision, condition or requirement of this Agreement shall be deemed to be
      a
      continuing waiver in the future or a waiver of any subsequent default or a
      waiver of any other provision, condition or requirement hereof (unless it so
      provides by its terms), nor shall any delay or omission of either party to
      exercise any right hereunder in any manner impair the exercise of any such
      right. 

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    5.5.           Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party. 

     

    5.6.           Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. The Company may not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of each Purchaser. Any Purchaser may assign any or all of its rights
      under this Agreement to any Person to whom such Purchaser assigns or transfers
      any Securities, provided such transferee agrees in writing to be bound, with
      respect to the transferred Securities, by the provisions hereof that apply
      to
      the “Purchasers”. 

     

    5.7.           No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person, except as otherwise set
      forth
      in Section 4.8. 

     

    5.8.           Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents shall be governed by and construed and enforced
      in
      accordance with the internal laws of the State of New York, without regard
      to
      the principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement and any other Transaction Documents
      (whether brought against a party hereto or its respective affiliates, directors,
      officers, shareholders, employees or agents) shall be commenced exclusively
      in
      the state and federal courts sitting in the City of New York. Each party hereto
      hereby irrevocably submits to the exclusive jurisdiction of the state and
      federal courts sitting in the City of New York, New York for the adjudication
      of
      any dispute hereunder or in connection herewith or with any transaction
      contemplated hereby or discussed herein (including with respect to the
      enforcement of any of the Transaction Documents), 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, that such suit,
      action or proceeding is improper. Each party hereto hereby irrevocably waives
      personal service of process and consents to process being served in any such
      suit, action or proceeding by delivering a copy thereof via 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 party hereto (including its affiliates, agents, officers,
      directors and employees) hereby irrevocably waives, to the fullest extent
      permitted by applicable law, any and all right to trial by jury in any legal
      proceeding arising out of or relating to this Agreement or the transactions
      contemplated hereby. If either party shall commence an action or proceeding
      to
      enforce any provisions of a Transaction Document, then the prevailing party
      in
      such action or proceeding, as determined by the court hearing such matter,
      shall
      be reimbursed by the other party for its reasonable attorneys’ fees and other
      costs and expenses incurred with the investigation, preparation and prosecution
      of such action or proceeding. 

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    5.9.           Survival.
      The
      representations and warranties herein shall survive the Closing and delivery
      of
      the Preferred Shares, the Warrants and the Shares. 

     

    5.10.           Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that all parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original thereof.
      

     

    5.11.           Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement. 

     

    5.12.           Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and substitution
      therefor, a new certificate or instrument, but only upon receipt of evidence
      reasonably satisfactory to the Company of such loss, theft or destruction and
      customary and reasonable indemnity, if requested. The applicants for a new
      certificate or instrument under such circumstances shall also pay any reasonable
      third-party costs associated with the issuance of such replacement Securities.
      

     

    5.13.           Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      will
      be entitled to specific performance under the Transaction Documents. The parties
      agree that monetary damages may not be adequate compensation for any loss
      incurred by reason of any breach of obligations described in the foregoing
      sentence and hereby agrees to waive in any action for specific performance
      of
      any such obligation the defense that a remedy at law would be adequate.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    5.14.           Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under any Transaction Document are several and
      not
      joint with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser under any Transaction Document. Nothing contained herein or in any
      Transaction Document, and no action taken by any Purchaser pursuant thereto,
      shall be deemed to constitute the Purchasers as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Purchasers are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated by the Transaction Document. Each
      Purchaser shall be entitled independently to protect and enforce its rights,
      including without limitation, the rights arising out of this Agreement or out
      of
      the other Transaction Documents, and it shall not be necessary for any other
      Purchaser to be joined as an additional party in any proceeding for such
      purpose. Each Purchaser has been or has had the opportunity to be represented
      by
      its own separate legal counsel in its review and negotiation of the Transaction
      Documents. The Company has elected to provide all Purchasers with the same
      terms
      and Transaction Documents for the convenience of the Company and not because
      it
      was required or requested to do so by the Purchasers. 

     

    [Signature
      Pages Follow]

     

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above. 

     

    SAN
      HOLDINGS, INC.

    


    


    By:
      /s/ John Jenkins    

    Name:
      John Jenkins

    Title
      CEO

    


    Address
      for Notice

    


    If
      to
      SANZ:

    


    9800
      Pyramid Court

    Suite
      130

    Englewood,
      CO 80112

    Attention:
      John Jenkins or Robert Ogden

    


    With
      a
      copy to:

    


    Kutak
      Rock LLP

    1801
      California Street

    Suite
      3100

    Denver,
      CO 80202

    Facsimile
      No.: (303) 292-7799

    Attention:
      Joshua Kerstein, Esq.

    


     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES FOR PURCHASERS FOLLOW]



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    [FORM
      OF
      PURCHASER SIGNATURE PAGE; 

    EXECUTED
      SIGNATURE PAGES INTENTIONALLY OMITTED]

     

    [PURCHASER
      SIGNATURE PAGES SECURITIES PURCHASE AGREEMENT] 

     

    IN
      WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
      to be duly executed by their respective authorized signatories as of the date
      first indicated above. 

     

    


     

    Name
      of
      Investing Entity:
      ________________________________________________________

     

    Signature
      of Authorized Signatory of Investing Entity:
      _________________________________

     

    Name
      of
      Authorized Signatory:
      ____________________________________________________

     

    Title
      of
      Authorized Signatory:
      _____________________________________________________

     

    Email
      Address of Authorized Entity:
      ________________________________________________

     

    Address
      for Notice of Investing Entity: 

     

    


     

    Address
      for Delivery of Securities for Investing Entity (if not same as above):


     

    


     

    Subscription
      Amount:

     

    Units:

     

    Preferred
      Shares:

     

    $0.30
      Warrants:

    $0.50
      Warrants:

     

    EIN
      Number: 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    DISCLOSURE
      SCHEDULES

     

    


     

    [Intentionally
      Omitted]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      A

     

    Form
      of Certificate of Designations of Series A Preferred Stock

     

    


     

    [INTENTIONALLY
      OMITTED; See Exhibit 3.1 to this Current Report]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      B

     

    
      ESCROW
        AGREEMENT

       

      THIS
        ESCROW AGREEMENT,
        dated
        February 22, 2006 (this “Escrow Agreement”) is entered into by and among SAN
        Holdings, Inc. (the “Company”), Monarch Capital Group, LLC (the “Placement
        Agent”) and Wells Fargo Bank, National Association (the “Escrow Agent”).


       

      WHEREAS,
        the
        Company proposes to sell the Company’s newly designated convertible preferred
        stock, and warrants to purchase common stock of the Company (the “Securities”)
        to investors (the subscribers of the Securities pursuant to this offering
        are
        hereinafter referred to as “Investors”), in a private offering to accredited
        investors pursuant to Section 4(2) of the Securities Act of 1933, as amended
        and
        Regulation D promulgated thereunder (the “Offering”); 

       

      WHEREAS,
        the
        Securities to be sold will be sold in units (the “Units”), for which each
        Investor other than Sun Solunet, LLC (“Sun Solunet”) will pay $50,000 cash per
        Unit and for which Sun Solunet will pay a lesser purchase price per Unit,
        such
        purchase price to be paid in the form of the exchange of debt owed by the
        Company to Sun Solunet and, as a result, no funds relating to the Units to
        be
        purchased by Sun Solunet are expected to be deposited into the Escrow Account
        (as hereafter defined); 

       

      WHEREAS,
        the
        Company and the Placement Agent propose to establish a separate, non-interest
        bearing escrow account with the Escrow Agent (the “Escrow Account”), to which
        subscription monies which are received by the Escrow Agent from the Placement
        Agent in connection with the Offering are to be credited, and the Escrow
        Agent
        is willing to establish the Escrow Account to be held for the benefit of
        the
        Investors and the Company on the terms and subject to the conditions hereinafter
        set forth; and

       

      WHEREAS,
        the
        Escrow Agent is willing to accept appointment as Escrow Agent for only the
        expressed duties, terms and conditions outlined herein.

       

      NOW,
        THEREFORE,
        in
        consideration of the premises set forth above and other good and valuable
        consideration, the receipt of which is hereby acknowledged, the parties hereto
        agree as follows:

       

      1.
        Proceeds to be Escrowed. The
        form
        of subscription agreement to be executed by each Investor in connection with
        the
        purchase of the Units is included in the Securities Purchase Agreement among
        the
        Company and the Investors relating to the Offering and the sale of the Units
        (the “Securities Purchase Agreement”). The most recent draft of the Securities
        Purchase Agreement is attached as Exhibit B. All funds from Investors
        (“Investors Funds”) received by the Company or the Placement Agent for the
        purchase of Units pursuant to the Offering shall be deposited with or wired
        to
        the Escrow Agent (pursuant to written instructions provided by the Escrow
        Agent)
        promptly following the day upon which such proceeds are received by the
        Placement Agent or the Company. The Investors may directly forward Investor
        Funds to the Escrow Agent pursuant to the written instructions described
        in the
        preceding sentence. The Escrow Agent shall establish the Escrow Account and
        shall promptly deposit all Investor Funds received by the Escrow Agent into
        the
        Escrow Account. During the term of this Agreement, the Company and the Placement
        Agent shall cause all checks received by and made payable to it in payment
        for
        such Units to be endorsed in favor of the Escrow Account.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      In
        the
        event that any checks deposited in the Escrow Account prove uncollectible
        after
        the funds represented thereby have been released by the Escrow Agent, then
        the
        Company shall promptly reimburse the Escrow Agent for any and all costs incurred
        for such, upon request, and the Escrow Agent shall promptly deliver the returned
        checks to the prospective Investor based on the information provided about
        the
        Investors set forth in Section 2. In the event the Escrow Agent has insufficient
        information to do so, the Escrow Agent shall promptly deliver the returned
        checks to the Placement Agent who shall promptly deliver the returned checks
        to
        the applicable prospective Investor.

       

      2.
        Identity of Investors. The
        Company shall furnish to the Escrow Agent with each delivery of funds, as
        provided in paragraph 1 hereof, a list of the persons who have paid money
        for
        the purchase of Units showing the name, address, tax identification number,
        amount of Units subscribed for, and the amount of money paid. The information
        comprising the identity of investors shall be provided to the Escrow Agent
        in
        the format set forth in the List
        of Investors,
        attached as Exhibit C. All proceeds so deposited shall remain the property
        of the Investors and shall not be subject to any liens or charges by the
        parties
        to this Agreement, or judgments or creditors’ claims against the Company, until
        released to the Company or returned to the Investors as hereinafter provided.
        The Escrow Agent will not use the information provided to it by the Company
        or
        the Placement Agent for any purpose other than to fulfill its obligations
        as the
        Escrow Agent. The parties to this Agreement shall treat all Investor information
        as confidential.

       

      3.
        Disbursement of Funds. From
        time
        to time, and at the end of the third business day following the Termination
        Date
        (as defined in paragraph 4 hereof) and upon request, the Escrow Agent shall
        notify the Company and the Placement Agent of the amount of Investors Funds
        received hereunder. Upon written instructions from the Company and the Placement
        Agent, the Escrow Agent shall release some or all of the Investor Funds as
        directed in such instructions as long as such instructions are received prior
        to
        the close of regular banking hours of the Escrow Agent on the Termination
        Date.
        To the extent that any of the Investor Funds are to be released to the Company,
        any such written instructions shall include a statement that the Securities
        Purchase Agreement with respect to the Offering is duly executed and delivered
        by the Company and the Investors. If, as of the Termination Date, any funds
        remain on the deposit in the Escrow Account and no instructions from the
        Company
        and the Placement Agent have been received with respect thereto, the Escrow
        Agent shall promptly refund to each applicable Investor at the address appearing
        on the List of Investors, or at such other address as shall be furnished
        to the
        Escrow Agent by such Investor in writing, all sums paid by such Investor
        pursuant to the Securities Purchase Agreement for Units, and shall then notify
        the Company and the Placement Agent in writing of such refunds. 

       

      4.
        Term of Escrow. The
        “Termination Date” shall be the earliest to occur of: (i) April 30, 2006, unless
        extended from time to time in writing by the Issuer and the Placement Agent
        with
        written notice of such extension provided to the Escrow Agent; provided,
        that
        such extensions shall be permitted up to a year from the date of this
        Agreement); (ii) the date all the Investor Funds are disbursed pursuant to
        Section 3; and (iii) the date specified on a written notice from the Company
        to
        the Escrow Agent that the Company is abandoning the sale of the Units. In
        all
        events, this Agreement shall terminate upon the one year anniversary from
        the
        date of this Agreement.

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      5.
        Duty and Liability of the Escrow Agent. The
        sole
        duty of the Escrow Agent, other than as herein specified, shall be to receive
        said funds and hold them subject to release, in accordance herewith, and
        the
        Escrow Agent shall be under no duty to determine whether the Company and
        the
        Placement Agent are complying with requirements of this Agreement in tendering
        to the Escrow Agent said proceeds of the sale of said Units. The Escrow Agent
        may conclusively rely upon and shall be protected in acting upon any statement,
        certificate, notice, request, consent, order or other document believed by
        it to
        be genuine and to have been signed or presented by the proper party or parties.
        The Escrow Agent shall have no duty or liability to verify any such statement,
        certificate, notice, request, consent, order or other document, and its sole
        responsibility shall be to act only as expressly set forth in this Agreement.
        The Escrow Agent shall be under no obligation to institute or defend any
        action,
        suit or proceeding in connection with this Agreement unless first indemnified
        to
        its satisfaction. The Escrow Agent may consult reputable counsel of its own
        choice (which may be in-house counsel) in respect of any question arising
        under
        this Agreement and the Escrow Agent shall not be liable for any action taken
        or
        omitted in good faith upon advice of such counsel.

       

      6.
        Escrow Agent’s Fee. The
        Escrow Agent shall be entitled to compensation for its services as stated
        in the
        fee schedule attached hereto as Exhibit A, which compensation shall be paid
        by
        the Company. The fee agreed upon for the services rendered hereunder is intended
        as full compensation for the Escrow Agent’s services as contemplated by this
        Agreement; provided, however, that in the event that the conditions for the
        disbursement of funds under this Agreement are not fulfilled, or the Escrow
        Agent renders any material service not contemplated in this Agreement, or
        there
        is any assignment of interest in the subject matter of this Agreement, or
        any
        material modification hereof, or if any material controversy arises hereunder,
        or the Escrow Agent is made a party to any litigation pertaining to this
        Agreement, or the subject matter hereof, then the Escrow Agent shall be
        reasonably compensated for such extraordinary services and reimbursed for
        all
        costs and expenses, including reasonable attorney’s fees, occasioned by any
        delay, controversy, litigation or event, and the same shall be recoverable
        from
        the Company.

       

      7.
        Non-Investment of Investor Funds. The
        Escrow Account shall be a non-interest bearing account and Investor Funds
        deposited into the Escrow Account shall remain uninvested.

       

      8.
        Acceptance of Subscriptions; Issuance of Securities. The
        Company and the Placement Agent acknowledge and agree that (i) the Offering
        will
        not be effected until a binding Securities Purchase Agreement with respect
        to
        the Offering is duly executed and delivered by the Company and the Investors;
        and (ii) the issuance of the Securities in the Offering will occur simultaneous
        to or after the Investor Funds relating to such Units have been released
        to the
        Company. The parties hereto acknowledge and agree that an offer to purchase
        Units by an Investor as evidenced by a deposit of Investor Funds in the Escrow
        Account shall not be accepted by the Company until the Investor Funds relating
        thereto shall be disbursed to the Company pursuant to Section 3 and may be
        returned to any such potential Investor prior to disbursement to the Company
        in
        accordance with Section 3.

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      9.
        Notices. All
        notices, requests, demands, and other communications under this Agreement
        shall
        be in writing and shall be deemed to have been duly given (a) on the date
        of service if served personally on the party to whom notice is to be given,
        (b) on the day of transmission if sent by facsimile/email transmission to
        the facsimile number/email address given below, and telephonic confirmation
        of
        receipt is obtained promptly after completion of transmission, (c) on the
        day after delivery to Federal Express or similar overnight courier or the
        Express Mail service maintained by the United States Postal Service, or
        (d) on the fifth day after mailing, if mailed to the party to whom notice
        is to be given, by first class mail, registered or certified, postage prepaid,
        and properly addressed, return receipt requested, to the party as
        follows:

       

      If
        to the
        Company:

      


      SAN
        Holdings, Inc.

      9800
        Pyramid Court

      Englewood,
        Colorado 80112-2694

      Attention:
        John Jenkins or Robert C. Ogden

       

      If
        to the
        Placement Agent:

       

      Monarch
        Capital Group, LLC

      500
        Fifth
        Avenue, Suite 2240

      New
        York,
        New York 10110

       

      If
        to
        Escrow Agent:

      


      Wells
        Fargo Bank, National Association

      Corporate
        Trust Services 

      213
        Court
        Street - Suite 703 

      Middletown,
        CT 06457

       

      Any
        party
        may change its address for purposes of this paragraph by giving each other
        party
        written notice of the new address in the manner set forth above.

       

      10.
        Indemnification of Escrow Agent: The
        Company and the Placement Agent jointly and severally hereby indemnify and
        holds
        harmless the Escrow Agent from and against, any and all loss, liability,
        reasonable out-of-pocket cost, damage and reasonable out-of-pocket expense,
        including, without limitation, reasonable counsel fees, which the Escrow
        Agent
        may suffer or incur by reason of any action, claim or proceeding brought
        against
        the Escrow Agent arising out of or relating in any way to this Agreement
        or any
        transaction to which this Agreement relates unless such action, claim or
        proceeding is the result of the willful misconduct or gross negligence of
        the
        Escrow Agent.

       

      11.
        Successors and Assigns. Except
        as
        otherwise provided in this Agreement, no party hereto shall assign this
        Agreement or any rights or obligations hereunder without the prior written
        consent of the other parties hereto and any such attempted assignment without
        such prior written consent shall be void and of no force and effect. This
        Agreement shall inure to the benefit of and shall be binding upon the successors
        and permitted assigns of the parties hereto.

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      12.
        Governing Law; Jurisdiction. This
        Agreement shall be construed, performed, and enforced in accordance with,
        and
        governed by, the internal laws of the State of New York, without giving effect
        to the principles of conflicts of laws thereof.

       

      13.
        Severability. In
        the
        event that any part of this Agreement is declared by any court or other judicial
        or administrative body to be null, void, or unenforceable, said provision
        shall
        survive to the extent it is not so declared, and all of the other provisions
        of
        this Agreement shall remain in full force and effect.

       

      14.
        Amendments; Waivers. This
        Agreement may be amended or modified, and any of the terms, covenants,
        representations, warranties, or conditions hereof may be waived, only by
        a
        written instrument executed by the parties hereto, or in the case of a waiver,
        by the party waiving compliance. Any waiver by any party of any condition,
        or of
        the breach of any provision, term, covenant, representation, or warranty
        contained in this Agreement, in any one or more instances, shall not be deemed
        to be nor construed as further or continuing waiver of any such condition,
        or of
        the breach of any other provision, term, covenant, representation, or warranty
        of this Agreement.

       

      15.
        Entire Agreement. This
        Agreement contains the entire understanding among the parties hereto with
        respect to the escrow contemplated hereby and supersedes and replaces all
        prior
        and contemporaneous agreements and understandings, oral or written, with
        regard
        to such escrow.

       

      16.
        Section Headings. The
        section headings in this Agreement are for reference purposes only and shall
        not
        affect the meaning or interpretation of this Agreement.

       

      17.
        Counterparts. This
        Agreement may be executed in counterparts and by facsimile transmission,
        each of
        which shall be deemed an original, but all of which shall constitute the
        same
        instrument.

       

      18.
        Resignation. The
        Escrow Agent may resign upon 30 days advance written notice to the parties
        hereto. If a successor Escrow Agent is not appointed within the 30-day period
        following such notice, the Escrow Agent may petition any court of competent
        jurisdiction to name a successor Escrow Agent or interplead the Investor
        Funds
        with such court, whereupon the Escrow Agent’s duties hereunder shall
        terminate.

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        



      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be executed the day and year
        first
        set forth above.

       

       

      SAN
        HOLDINGS, INC.,
        as the
        Company

      
 

      /s/
        John Jenkins              

      Name:
        John
        Jenkins            

      Title:
        CEO                  

       

       

      MONARCH
        CAPITAL GROUP, LLC,
        as the
        Placement Agent

       

       

      /s/
        Michael Potter            

      Name:
        Michael Potter          

      Title:
        Chairman              

       

       

      WELLS
        FARGO BANK, NATIONAL ASSOCIATION,
        as
        Escrow Agent

       

      


      /s/
        Robert L. Reynolds          

      Name:
        Robert L. Reynolds        

      Title:
        Vice
        President           

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      Exhibit
        C

       

      List
        of Investors

       

      Pursuant
        to the Escrow Agreement dated February __, 2006 (the “Escrow Agreement”), by and
        among San Holdings, Inc., (the “Company”), Monarch Capital Group, LLC (the
“Placement Agent”) and Wells Fargo Bank, National Association (the “Escrow
        Agent”), the Placement Agent or the Company (as indicted on the executed
        signature block below) hereby certifies that the following Investors have
        paid
        money for the purchase of ___ Units (as defined in the Escrow Agreement),
        and
        the money has been deposited with the Escrow Agent:

       

      
        	
                1.

              	
                Name
                  of Investor

              


      

      Address

      Tax
        Identification Number

      Amount
        of
        Units subscribed for

      Amount
        of
        money paid and deposited with Escrow Agent

       

      
        	
                2.

              	
                Name
                  of Investor

              


      

      Address

      Tax
        Identification Number

      Amount
        of
        Units subscribed for

      Amount
        of
        money paid and deposited with Escrow Agent

       

       

      SAN
        HOLDINGS, INC., as the Company

       

                                      

      By:                              

      Its:                              

      Date:                             

       

      OR

       

      MONARCH
        CAPITAL GROUP, LLC, as the Placement Agent

      
         

                                        

        By:                              

        Its:                              

        Date:                             

      

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Exhibit
      C

    

      REGISTRATION
        RIGHTS AGREEMENT

       

      This
        Registration Rights Agreement (this “Agreement”)
        is
        made and entered into as of February 28, 2006, by and among SAN Holdings,
        Inc.,
        a Colorado corporation (the “Company”),
        and
        the purchasers signatory hereto (each such purchaser, a “Purchaser”
and
        collectively, the “Purchasers”).
        

       

      This
        Agreement is made pursuant to the Securities Purchase Agreement, dated as
        of the
        date hereof among the Company and the Purchasers (the “Purchase
        Agreement”).
        

       

      The
        Company and the Purchasers hereby agree as follows: 

       

      1.           Definitions.
        Capitalized terms used and not otherwise defined herein that are defined
        in the
        Purchase Agreement shall have the meanings given such terms in the Purchase
        Agreement. As used in this Agreement, the following terms shall have the
        following meanings: 

       

      “2003
        Registration Rights Agreement”
shall
        have the meaning set forth in Section 6(e).

       

      “Advice”
shall
        have the meaning set forth in Section 6(c). 

       

      “Effectiveness
        Date”
means,
        with respect to the Registration Statement required to be filed hereunder,
        the
        earlier of (a) the 150th calendar day following the date of the Company first
        receives funds from the escrow account established pursuant to the terms
        of the
        Purchase Agreement, and (b) the seventh Trading Day following the date on
        which
        the Company is notified by the Commission that the Registration Statement
        will
        not be reviewed or is no longer subject to further review and comments.


       

      “Effectiveness
        Period”
shall
        have the meaning set forth in Section 2(a). 

       

      “Event”
shall
        have the meaning set forth in Section 2(b). 

       

      “Event
        Date”
shall
        have the meaning set forth in Section 2(b). 

       

      “Holder”
or
        “Holders”
means
        the holder or holders, as the case may be, from time to time of Registrable
        Securities. 

       

      “Indemnified
        Party”
shall
        have the meaning set forth in Section 5(c). 

       

      “Indemnifying
        Party”
shall
        have the meaning set forth in Section 5(c). 

       

      “Losses”
shall
        have the meaning set forth in Section 5(a). 

       

      “Proceeding”
means
        an action, claim, suit, investigation or proceeding (including, without
        limitation, an investigation or partial proceeding, such as a deposition),
        whether commenced or threatened. 

       

      “Prospectus”
means
        the prospectus included in the Registration Statement (including, without
        limitation, a prospectus that includes any information previously omitted
        from a
        prospectus filed as part of an effective registration statement in reliance
        upon
        Rule 430A promulgated under the Securities Act), as amended or supplemented
        by
        any prospectus supplement, with respect to the terms of the offering of any
        portion of the Registrable Securities covered by the Registration Statement,
        and
        all other amendments and supplements to the Prospectus, including post-effective
        amendments, and all material incorporated by reference or deemed to be
        incorporated by reference in such Prospectus. 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Registrable
        Securities”
means
        all of the Shares issuable upon the conversion of the Preferred Stock (including
        any Shares issuable pursuant to dividends) or the exercise of the Warrants,
        together with any shares of Common Stock issued or issuable upon any adjustments
        to the conversion price of the Preferred Stock and the exercise price of
        the
        Warrants, stock split, dividend or other distribution, recapitalization or
        similar event with respect to the foregoing. 

       

      “Registration
        Statement”
means
        the registration statements required to be filed hereunder, including (in
        each
        case) the Prospectus, amendments and supplements to the registration statement
        or Prospectus, including pre-and post-effective amendments, all exhibits
        thereto, and all material incorporated by reference or deemed to be incorporated
        by reference in the registration statement. 

       

      “Rule
        415”
means
        Rule 415 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same purpose
        and
        effect as such Rule. 

       

      “Rule
        424”
means
        Rule 424 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same purpose
        and
        effect as such Rule. 

       

      2.           Registration.
        

       

      (a)           As
        soon
        as practicable following the Closing Date, the Company shall prepare and
        file
        with the Commission the Registration Statement covering the resale of all
        of the
        Registrable Securities for an offering to be made on a continuous basis pursuant
        to Rule 415. The Registration Statement required hereunder shall be on Form
        S-1
        (or on another appropriate form in accordance herewith). The Registration
        Statement required hereunder shall contain (except if otherwise directed
        by the
        Holders) the “Plan of Distribution” substantially in the form circulated to the
        Holders prior to filing the Registration Statement. Subject to the terms
        of this
        Agreement, the Company shall use commercially reasonable efforts to cause
        the
        Registration Statement to be declared effective under the Securities Act
        as
        promptly as possible after the filing thereof, but in any event not later
        than
        the Effectiveness Date, and shall use commercially reasonable efforts to
        keep
        the Registration Statement continuously effective under the Securities Act
        until
        the date when all Registrable Securities covered by the Registration Statement
        have been sold or may be sold without volume restrictions pursuant to Rule
        144(k) as determined by the counsel to the Company pursuant to a written
        opinion
        letter to such effect, addressed and acceptable to the Company’s transfer agent
        and the affected Holders (the “Effectiveness
        Period”).
        

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (b)           If:
        (i)
        the Company fails to file with the Commission a request for acceleration
        in
        accordance with Rule 461 promulgated under the Securities Act, within seven
        Trading Days of the date that the Company is notified by the Commission that
        a
        Registration Statement will not be “reviewed,” or is not subject to further
        review, or (ii) prior to the date when such Registration Statement is first
        declared effective by the Commission, the Company fails to file a pre-effective
        amendment and otherwise respond in writing to comments made by the Commission
        in
        respect of such Registration Statement within 20 calendar days after the
        receipt
        of comments by or notice from the Commission that such amendment is required
        in
        order for a Registration Statement to be declared effective, assuming the
        Company’s financial statements are not stale as of the time of filing of such
        Registration Statement and that the Commission has not commented upon the
        financial statements of the Company and any such comments cannot be responded
        to
        within such time period without unreasonable effort or expense, or (iii)
        a
        Registration Statement filed or required to be filed hereunder is not declared
        effective by the Commission on or before the Effectiveness Date, or (iv)
        after a
        Registration Statement is first declared effective by the Commission, it
        ceases
        for any reason to remain continuously effective as to all Registrable Securities
        for which it is required to be effective, or the Holders are not permitted
        to
        utilize the Prospectus therein to resell such Registrable Securities, for
        in any
        such case 10 calendar consecutive days but no more than an aggregate of 15
        calendar days during any 12 month period (which need not be consecutive Trading
        Days)(any such failure or breach being referred to as an “Event,”
and
        for purposes of clause (iii) the date on which such Event occurs, or for
        purposes of clause (i) the date on which such seven Trading Day period is
        exceeded, or for purposes of clause (ii) the date which such 20 calendar
        days is
        exceeded, or for purposes of clause (iv) the date on which such 10 or 15
        calendar day period, as applicable, is exceeded being referred to as
“Event
        Date”),
        then
        in addition to any other rights the Holders may have hereunder or under
        applicable law: (x) on each such applicable Event Date the Company shall
        pay to
        each Holder an amount in cash, as partial liquidated damages and not as a
        penalty, equal to 2.0% of the aggregate purchase price paid by such Holder
        pursuant to the Purchase Agreement for any Registrable Securities then held
        by
        such Holder; and (y) on each monthly anniversary of each such Event Date
        (if the
        applicable Event shall not have been cured by such date) until the applicable
        Event is cured, the Company shall pay to each Holder an amount in cash, as
        partial liquidated damages and not as a penalty, 2.0% of the aggregate purchase
        price paid by such Holder pursuant to the Purchase Agreement for any Registrable
        Securities then held by such Holder. If the Company fails to pay any partial
        liquidated damages pursuant to this Section in full within seven days after
        the
        date payable, the Company will pay interest thereon at a rate of 12% per
        annum
        (or such lesser maximum amount that is permitted to be paid by applicable
        law)
        to the Holder, accruing daily from the date such partial liquidated damages
        are
        due until such amounts, plus all such interest thereon, are paid in full.
        The
        partial liquidated damages pursuant to the terms hereof shall apply on a
        daily
        pro-rata basis for any portion of a month prior to the cure of an Event.
        

       

      3.           Registration
        Procedures.
        In
        connection with the Company’s registration obligations hereunder, the Company
        shall: 

       

      (a)           Not
        less
        than five Trading Days prior to the filing of the Registration Statement
        or any
        related Prospectus or any amendment or supplement thereto, provide notice
        of
        such filing and, upon written request, furnish to the Holders copies of all
        such
        documents proposed to be filed (including documents incorporated or deemed
        incorporated by reference to the extent requested by such Person). Each Holder
        agrees to furnish to the Company a completed Questionnaire in the form attached
        to this Agreement as Annex B (a “Selling
        Shareholder Questionnaire”)
        by the
        end of the fourth Trading Day following the date on which such Holder receives
        draft materials in accordance with this Section. Any delay in filing the
        Registration Statement as a result of the failure of the Holder to deliver
        a
        Selling Shareholder Questionnaire by the end of the fourth Trading Day, shall
        extend the Effectiveness Date by a number of days equal to the number of
        days
        after the fourth Trading Day in which the Holder has delivered to the Company
        a
        completed Selling Shareholder Questionnaire.

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (b)           (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to the Registration Statement and the Prospectus used in connection
        therewith as may be necessary to keep the Registration Statement continuously
        effective as to the applicable Registrable Securities for the Effectiveness
        Period and prepare and file with the Commission such additional Registration
        Statements in order to register for resale under the Securities Act all of
        the
        Registrable Securities; (ii) cause the related Prospectus to be amended or
        supplemented by any required Prospectus supplement, and as so supplemented
        or
        amended to be filed pursuant to Rule 424; (iii) respond as promptly as
        reasonably possible to any comments received from the Commission with respect
        to
        the Registration Statement or any amendment thereto and, as promptly as
        reasonably possible, upon written request, provide the Holders true and complete
        copies of all correspondence from and to the Commission relating to the
        Registration Statement; and (iv) to the extent it is in the control of the
        Company, comply in all material respects with the provisions of the Securities
        Act and the Exchange Act with respect to the disposition of all Registrable
        Securities covered by the Registration Statement during the applicable period
        in
        accordance with the intended methods of disposition by the Holders thereof
        set
        forth in the Registration Statement as so amended or in such Prospectus as
        so
        supplemented. 

       

      (c)           Notify
        the Holders of Registrable Securities to be sold as promptly as reasonably
        possible and (if requested in writing by any such Person) confirm such notice
        in
        writing promptly following the day (i)(A) when a Prospectus or any Prospectus
        supplement or post-effective amendment to the Registration Statement is proposed
        to be filed; (B) when the Commission notifies the Company whether there will
        be
        a “review” of the Registration Statement and whenever the Commission comments in
        writing on the Registration Statement (the Company shall upon written request
        provide true and complete copies thereof and all written responses thereto
        to
        each of the Holders); and (C) with respect to the Registration Statement
        or any
        post-effective amendment, when the same has become effective; (ii) of any
        request by the Commission or any other federal or state governmental authority
        during the period of effectiveness of the Registration Statement for amendments
        or supplements to the Registration Statement or Prospectus or for additional
        information; (iii) of the issuance by the Commission or any other federal
        or
        state governmental authority of any stop order suspending the effectiveness
        of
        the Registration Statement covering any or all of the Registrable Securities
        or
        the initiation of any Proceedings for that purpose; (iv) of the receipt by
        the
        Company of any notification with respect to the suspension of the qualification
        or exemption from qualification of any of the Registrable Securities for
        sale in
        any jurisdiction, or the initiation or threatening of any Proceeding for
        such
        purpose; and (v) of the occurrence of any event or passage of time that makes
        the financial statements included in the Registration Statement 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 untrue in any material respect or that requires any revisions to
        the
        Registration Statement, Prospectus or other documents so that, in the case
        of
        the Registration Statement or the Prospectus, as the case may be, 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.
        

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (d)           Use
        commercially reasonable efforts to avoid the issuance of, or, if issued,
        obtain
        the withdrawal of (i) any order suspending the effectiveness of the Registration
        Statement, or (ii) any suspension of the qualification (or exemption from
        qualification) of any of the Registrable Securities for sale in any
        jurisdiction, at the earliest practicable moment. 

       

      (e)           Furnish
        to each Holder, without charge, at least one conformed copy of the Registration
        Statement and each amendment thereto promptly after the filing of such documents
        with the Commission. 

       

      (f)           Promptly
        deliver to each Holder, without charge, as many copies of the Prospectus
        or
        Prospectuses (including each form of prospectus) and each amendment or
        supplement thereto as such Persons may reasonably request in connection with
        resales by the Holder of Registrable Securities. Subject to the terms of
        this
        Agreement, the Company hereby consents to the use of such Prospectus and
        each
        amendment or supplement thereto by each of the selling Holders in connection
        with the offering and sale of the Registrable Securities covered by such
        Prospectus and any amendment or supplement thereto, except after the giving
        of
        any notice pursuant to Section 3(c). 

       

      (g)           Prior
        to
        any resale of Registrable Securities by a Holder, use commercially reasonable
        efforts to register or qualify or cooperate with the selling Holders in
        connection with the registration or qualification (or exemption from the
        Registration or qualification) of such Registrable Securities for the resale
        by
        the Holder under the securities or Blue Sky laws of such jurisdictions within
        the United States as any Holder reasonably requests in writing, to keep each
        such Registration or qualification (or exemption therefrom) effective during
        the
        Effectiveness Period and to do any and all other acts or things reasonably
        necessary to enable the disposition in such jurisdictions of the Registrable
        Securities covered by the Registration Statement; provided, that the Company
        shall not be required to qualify generally to do business in any jurisdiction
        where it is not then so qualified, subject the Company to any material tax
        in
        any such jurisdiction where it is not then so subject or file a general consent
        to service of process in any such jurisdiction. 

       

      (h)           If
        requested by the Holders, cooperate with the Holders to facilitate the timely
        preparation and delivery of certificates representing Registrable Securities
        to
        be delivered to a transferee pursuant to the Registration Statement, which
        certificates shall be free, to the extent permitted by the Purchase Agreement
        and applicable securities laws, of all restrictive legends, and to enable
        such
        Registrable Securities to be in such denominations and registered in such
        names
        as any such Holders may request. 

       

      (i)           Upon
        the
        occurrence of any event contemplated by Section 3(c)(v), as promptly as
        reasonably possible, prepare a supplement or amendment, including a
        post-effective amendment, to the Registration Statement or a supplement to
        the
        related Prospectus or any document incorporated or deemed to be incorporated
        therein by reference, and file any other required document so that, as
        thereafter delivered, neither the Registration Statement nor such Prospectus
        will contain an untrue statement of a material fact or omit to state a 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 the
        Company notifies the Holders in accordance with clauses (ii) through (v)
        of
        Section 3(c) above to suspend the use of any Prospectus until the requisite
        changes to such Prospectus have been made, then the Holders shall suspend
        use of
        such Prospectus. The Company will use commercially reasonable efforts to
        ensure
        that the use of the Prospectus may be resumed as promptly as is practicable.
        The
        Company shall be entitled to exercise its right under this Section 3(i) to
        suspend the availability of a Registration Statement and Prospectus, without
        being subject to the payment of liquidated damages pursuant to Section 2(b),
        for
        a period not to exceed 60 days (which need not be consecutive days) in any
        12
        month period. 

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (j)           
        Comply
        in
        all material respects with all applicable rules and regulations of the
        Commission. 

       

      (k)          
        Request
        each Holder furnish to the Company a certified statement as to the number
        of
        shares of Common Stock beneficially owned by such Holder and the person thereof
        that has voting and dispositive control over the Shares. During any periods
        that
        the Company is unable to meet its obligations hereunder with respect to the
        registration of the Registrable Securities solely because any Holder fails
        to
        furnish such information within three Trading Days of the Company’s request, any
        liquidated damages that are accruing at such time as to such Holder only
        shall
        be tolled and any Event that may otherwise occur solely because of such delay
        shall be suspended as to such Holder only, until such information is delivered
        to the Company. 

       

      4.           Registration
        Expenses.
        All
        fees and expenses incident to the performance of or compliance with this
        Agreement by the Company shall be borne by the Company whether or not any
        Registrable Securities are sold pursuant to the Registration Statement. The
        fees
        and expenses referred to in the foregoing sentence shall include, without
        limitation, (i) all registration and filing fees (including, without limitation,
        except as otherwise not permitted by the Commission, fees and expenses (A)
        with
        respect to filings required to be made with the Trading Market on which the
        Common Stock is then listed for trading, and (B) in compliance with applicable
        state securities or Blue Sky laws), (ii) printing expenses (including, without
        limitation, expenses of printing certificates for Registrable Securities
        and of
        printing prospectuses if the printing of prospectuses is reasonably requested
        by
        the holders of a majority of the Registrable Securities included in the
        Registration Statement), (iii) messenger, telephone and delivery expenses,
        (iv)
        fees and disbursements of counsel for the Company, (v) Securities Act liability
        insurance, if the Company so desires such insurance, and (vi) fees and expenses
        of all other Persons retained by the Company in connection with the consummation
        of the transactions contemplated by this Agreement. In addition, the Company
        shall be responsible for all of its internal expenses incurred in connection
        with the consummation of the transactions contemplated by this Agreement
        (including, without limitation, all salaries and expenses of its officers
        and
        employees performing legal or accounting duties), the expense of any annual
        audit and the fees and expenses incurred in connection with the listing of
        the
        Registrable Securities on any securities exchange as required hereunder.
        In no
        event shall the Company be responsible for any broker or similar commissions
        or,
        except to the extent provided for in the Transaction Documents, any legal
        fees
        or other costs of the Holders. 

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      5.           Indemnification.

       

      (a)           Indemnification
        by the Company.
        The
        Company shall, notwithstanding any termination of this Agreement, indemnify
        and
        hold harmless each Holder, the officers, directors, agents and employees
        of each
        of them, each Person who controls any such Holder (within the meaning of
        Section
        15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
        directors, agents and employees of each such controlling Person, to the fullest
        extent permitted by applicable law, from and against any and all losses,
        claims,
        damages, liabilities, reasonable out-of-pocket costs (including, without
        limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”),
        as
        incurred, arising out of or relating to any untrue or alleged untrue statement
        of a material fact contained in the Registration Statement, any Prospectus
        or
        any form of prospectus or in any amendment or supplement thereto or in any
        preliminary prospectus, or arising out of or relating to any omission or
        alleged
        omission of a material fact required to be stated therein or necessary to
        make
        the statements therein (in the case of any Prospectus or form of Prospectus
        or
        supplement thereto, in light of the circumstances under which they were made)
        not misleading, except and only to the extent that (i) such untrue statements
        or
        omissions are based upon information regarding such Holder furnished in writing
        to the Company by such Holder expressly for use therein, or to the extent
        that
        such information relates to such Holder or such Holder’s proposed method of
        distribution of Registrable Securities and was reviewed and expressly approved
        in writing by such Holder expressly for use in the Registration Statement,
        such
        Prospectus or such form of Prospectus or in any amendment or supplement thereto
        (it being understood that the Holder has approved Annex A hereto for this
        purpose) or (ii) in the case of an occurrence of an event of the type specified
        in Sections 3(c)(ii)-(v), the use by such Holder of an outdated or defective
        Prospectus after the Company has notified such Holder in writing that the
        Prospectus is outdated or defective and prior to the receipt by such Holder
        of
        the Advice contemplated in Section 6(c). The Company shall notify the Holders
        promptly of the institution, threat or assertion of any Proceeding of which
        the
        Company is aware in connection with the transactions contemplated by this
        Agreement. 

       

      (b)           Indemnification
        by Holders.
        Each
        Holder shall, severally and not jointly, indemnify and hold harmless the
        Company, its directors, officers, agents and employees, each Person who controls
        the Company (within the meaning of Section 15 of the Securities Act and Section
        20 of the Exchange Act), and the directors, officers, agents or employees
        of
        such controlling Persons, to the fullest extent permitted by applicable law,
        from and against all Losses, as incurred, to the extent arising out of or
        based
        solely upon: (x) such Holder’s failure to comply with the prospectus delivery
        requirements of the Securities Act or (y) any untrue or alleged untrue statement
        of a material fact contained in any Registration Statement, any Prospectus,
        or
        any form of prospectus, or in any amendment or supplement thereto or in any
        preliminary prospectus, or arising out of or relating to any omission or
        alleged
        omission of a material fact required to be stated therein or necessary to
        make
        the statements therein not misleading (i) to the extent that such untrue
        statement or omission is contained in any information so furnished in writing
        by
        such Holder to the Company specifically for inclusion in the Registration
        Statement or such Prospectus or (ii) to the extent that (1) such untrue
        statements or omissions are based solely upon information regarding such
        Holder
        furnished in writing to the Company by such Holder expressly for use therein,
        or
        to the extent that such information relates to such Holder or such Holder’s
        proposed method of distribution of Registrable Securities and was reviewed
        and
        expressly approved in writing by such Holder expressly for use in the
        Registration Statement (it being understood that the Holder has approved
        Annex A
        hereto for this purpose), such Prospectus or such form of Prospectus or in
        any
        amendment or supplement thereto or (2) in the case of an occurrence of an
        event
        of the type specified in Section 3(c)(ii)-(v), the use by such Holder of
        an
        outdated or defective Prospectus after the Company has notified such Holder
        in
        writing that the Prospectus is outdated or defective and prior to the receipt
        by
        such Holder of the Advice contemplated in Section 6(c) or (3) the Holders
        do not
        comply with the rules and regulations of the Commission in connection with
        the
        offer and sale of the Registrable Securities. In no event shall the liability
        of
        any selling Holder hereunder be greater in amount than the dollar amount
        of the
        net proceeds received by such Holder upon the sale of the Registrable Securities
        giving rise to such indemnification obligation. 

      
        
          
          

        

        
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      (c)           Conduct
        of Indemnification Proceedings.
        If any
        Proceeding shall be brought or asserted against any Person entitled to indemnity
        hereunder (an “Indemnified
        Party”),
        such
        Indemnified Party shall promptly notify the Person from whom indemnity is
        sought
        (the “Indemnifying
        Party”)
        in
        writing, and the Indemnifying Party shall have the right to assume the defense
        thereof, including the employment of counsel reasonably satisfactory to the
        Indemnified Party and the payment of all reasonable out-of-pocket fees and
        expenses incurred in connection with defense thereof; provided, that the
        failure
        of any Indemnified Party to give such notice shall not relieve the Indemnifying
        Party of its obligations or liabilities pursuant to this Agreement, except
        (and
        only) to the extent that it shall be finally determined by a court of competent
        jurisdiction (which determination is not subject to appeal or further review)
        that such failure shall have prejudiced the Indemnifying Party. 

       

      An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (1) the Indemnifying Party has agreed in writing to pay such fees
        and
        expenses; (2) the Indemnifying Party shall have failed promptly to assume
        the
        defense of such Proceeding and to employ counsel reasonably satisfactory
        to such
        Indemnified Party in any such Proceeding; or (3) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and such Indemnified Party shall reasonably believe
        that a material conflict of interest is likely to exist if the same counsel
        were
        to represent such Indemnified Party and the Indemnifying Party (in which
        case,
        if such Indemnified Party notifies the Indemnifying Party in writing that
        it
        elects to employ separate counsel at the expense of the Indemnifying Party,
        the
        Indemnifying Party shall not have the right to assume the defense thereof
        and
        the reasonable fees and expenses of one separate counsel for all Indemnified
        Parties shall be at the expense of the Indemnifying Party). The Indemnifying
        Party shall not be liable for any settlement of any such Proceeding effected
        without its written consent, which consent shall not be unreasonably withheld.
        No Indemnifying Party shall, without the prior written consent of the
        Indemnified Party, effect any settlement of any pending Proceeding in respect
        of
        which any Indemnified Party is a party, unless such settlement includes an
        unconditional release of such Indemnified Party from all liability on claims
        that are the subject matter of such Proceeding. 

       

      Subject
        to the terms of this Agreement, all reasonable fees and expenses of the
        Indemnified Party (including reasonable fees and expenses to the extent incurred
        in connection with investigating or preparing to defend such Proceeding in
        a
        manner not inconsistent with this Section) shall be paid to the Indemnified
        Party, as incurred, within ten Trading Days of written notice thereof to
        the
        Indemnifying Party; provided, that the Indemnified Party shall promptly
        reimburse the Indemnifying Party for that portion of such reasonable fees
        and
        expenses applicable to such actions for which such Indemnified Party is not
        entitled to indemnification hereunder, determined based upon the relative
        faults
        of the parties. 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (d)           Contribution.
        If a
        claim for indemnification under Section 5(a) or 5(b) is unavailable to an
        Indemnified Party (by reason of public policy or otherwise), then each
        Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
        contribute to the amount paid or payable by such Indemnified Party as a result
        of such Losses, in such proportion as is appropriate to reflect the relative
        fault of the Indemnifying Party and Indemnified Party in connection with
        the
        actions, statements or omissions that resulted in such Losses as well as
        any
        other relevant equitable considerations. The relative fault of such Indemnifying
        Party and Indemnified Party shall be determined by reference to, among other
        things, whether any action in question, including any untrue or alleged untrue
        statement of a material fact or omission or alleged omission of a material
        fact,
        has been taken or made by, or relates to information supplied by, such
        Indemnifying Party or Indemnified Party, and the parties’ relative intent,
        knowledge, access to information and opportunity to correct or prevent such
        action, statement or omission. The amount paid or payable by a party as a
        result
        of any Losses shall be deemed to include, subject to the limitations set
        forth
        in this Agreement, any reasonable attorneys’ or other reasonable out-of-pocket
        fees or expenses incurred by such party in connection with any Proceeding
        to the
        extent such party would have been indemnified for such fees or expenses if
        the
        indemnification provided for in this Section was available to such party
        in
        accordance with its terms. 

       

      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 5(d) were determined by pro rata allocation or by
        any
        other method of allocation that does not take into account the equitable
        considerations referred to in the immediately preceding paragraph.
        Notwithstanding the provisions of this Section 5(d), no Holder shall be required
        to contribute, in the aggregate, any amount in excess of the amount by which
        the
        proceeds actually received by such Holder from the sale of the Registrable
        Securities subject to the Proceeding exceeds the amount of any damages that
        such
        Holder has otherwise been required to pay by reason of such untrue or alleged
        untrue statement or omission or alleged omission, except in the case of fraud
        by
        such Holder. 

       

      The
        indemnity and contribution agreements contained in this Section are in addition
        to any liability that the Indemnifying Parties may have to the Indemnified
        Parties. 

       

      6.           Miscellaneous.

       

      (a)           Remedies.
        In the
        event of a breach by the Company or by a Holder, of any of their obligations
        under this Agreement, each Holder or the Company, as the case may be, in
        addition to being entitled to exercise all rights granted by law and under
        this
        Agreement, including recovery of damages, will be entitled to specific
        performance of its rights under this Agreement. The Company and each Holder
        agree that monetary damages would not provide adequate compensation for any
        Losses incurred by reason of a breach by it of any of the provisions of this
        Agreement and hereby further agrees that, in the event of any action for
        specific performance in respect of such breach, it shall waive the defense
        that
        a remedy at law would be adequate. 

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (b)           Compliance.
        Each
        Holder covenants and agrees that it will comply with the prospectus delivery
        requirements of the Securities Act and the other rules and regulations of
        the
        Commission as applicable to it in connection with sales of Registrable
        Securities pursuant to the Registration Statement. 

       

      (c)           Discontinued
        Disposition.
        Each
        Holder agrees by its acquisition of such Registrable Securities that, upon
        receipt of a notice from the Company of the occurrence of any event of the
        kind
        described in Section 3(c), such Holder will forthwith discontinue disposition
        of
        such Registrable Securities under the Registration Statement until such Holder’s
        receipt of the copies of the supplemented Prospectus and/or amended Registration
        Statement or until it is advised in writing (the “Advice”)
        by the
        Company that the use of the applicable Prospectus may be resumed, and, in
        either
        case, has received copies of any additional or supplemental filings that
        are
        incorporated or deemed to be incorporated by reference in such Prospectus
        or
        Registration Statement. The Company will use commercially reasonable efforts
        to
        ensure that the use of the Prospectus may be resumed as promptly as it
        practicable. 

       

      (d)           Piggy-Back
        Registrations.
        If at
        any time during the Effectiveness Period there is not an effective Registration
        Statement covering all of the Registrable Securities and the Company shall
        determine to prepare and file with the Commission a registration statement
        relating to an offering for its own account or the account of others under
        the
        Securities Act of any of its equity securities, other than on Form S-4 or
        Form
        S-8 (each as promulgated under the Securities Act) or their then equivalents
        or
        on Form S-1 or Form SB-2 relating solely to equity securities to be issued
        solely in connection with any acquisition of any entity or business or equity
        securities issuable in connection with the stock option or other employee
        benefit plans, then the Company shall send to each Holder a written notice
        of
        such determination and, if within fifteen days after the date of such notice,
        any such Holder shall so request in writing, the Company shall include in
        such
        registration statement all or any part of such Registrable Securities such
        Holder requests to be registered, subject to customary underwriter cutbacks
        and
        discretion exercisable with respect to all holders of registration rights.
        

       

      (e)           Other
        Registration Rights.
        Shares
        issuable to Sun Solunet shall be Registrable Securities. Notwithstanding
        the
        foregoing, Sun Solunet reserves all of its registration rights under the
        Registration Rights Agreement, dated as of April 4, 2003, by and among the
        Company, Sun Solunet, Michael J. Phelan and Sara H. Phelan (the “2003
        Registration Rights Agreement”).
        By
        executing this Agreement, in accordance with Section 1(g) of the 2003
        Registration Rights Agreement, Sun Solunet hereby consents to the grant of
        registration rights pursuant to this Agreement and waives any and all rights
        to
        prior notice or otherwise in connection with the execution of this Agreement
        and
        consummation of the transactions described herein.

       

      (f)           Amendments
        and Waivers.
        The
        provisions of this Agreement, including the provisions of this sentence,
        may not
        be amended, modified or supplemented, and waivers or consents to departures
        from
        the provisions hereof may not be given, unless the same shall be in writing
        and
        signed by the Company and each Holder of the then outstanding Registrable
        Securities. 

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (g)           Notices.
        Any and
        all notices or other communications or deliveries required or permitted to
        be
        provided hereunder shall be made in accordance with the provisions of the
        Purchase Agreement. 

       

      (h)           Successors
        and Assigns.
        This
        Agreement shall inure to the benefit of and be binding upon the successors
        and
        permitted assigns of each of the parties and shall inure to the benefit of
        each
        Holder. Each Holder may assign their respective rights hereunder in the manner
        and to the Persons as permitted under the Purchase Agreement. 

       

      (i)           Execution
        and Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and, all of which taken together
        shall constitute one and the same Agreement. In the event that any signature
        is
        delivered by facsimile transmission, such signature shall create a valid
        binding
        obligation of the party executing (or on whose behalf such signature is
        executed) the same with the same force and effect as if such facsimile signature
        were the original thereof. 

       

      (j)           Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be determined with the provisions of the Purchase
        Agreement. 

       

      (k)           Cumulative
        Remedies.
        The
        remedies provided herein are cumulative and not exclusive of any remedies
        provided by law. 

       

      (l)           Severability.
        If any
        term, provision, covenant or restriction of this Agreement is held by a court
        of
        competent jurisdiction to be invalid, illegal, void or unenforceable, the
        remainder of the terms, provisions, covenants and restrictions set forth
        herein
        shall remain in full force and effect and shall in no way be affected, impaired
        or invalidated, and the parties hereto shall use their commercially reasonable
        efforts to find and employ an alternative means to achieve the same or
        substantially the same result as that contemplated by such term, provision,
        covenant or restriction. It is hereby stipulated and declared to be the
        intention of the parties that they would have executed the remaining terms,
        provisions, covenants and restrictions without including any of such that
        may be
        hereafter declared invalid, illegal, void or unenforceable. 

       

      (m)           Headings.
        The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning hereof. 

       

      (n)           Independent
        Nature of Purchasers’ Obligations and Rights.
        The
        obligations of each Holder hereunder are several and not joint with the
        obligations of any other Holder hereunder, and no Holder shall be responsible
        in
        any way for the performance of the obligations of any other Holder hereunder.
        Nothing contained herein or in any other agreement or document delivered
        at any
        closing, and no action taken by any Holder pursuant hereto or thereto, shall
        be
        deemed to constitute the Holders as a partnership, an association, a joint
        venture or any other kind of entity, or create a presumption that the Holders
        are in any way acting in concert with respect to such obligations or the
        transactions contemplated by this Agreement. Each Holder shall be entitled
        to
        protect and enforce its rights, including without limitation the rights arising
        out of this Agreement, and it shall not be necessary for any other Holder
        to be
        joined as an additional party in any proceeding for such purpose. 

       

      [Signature
        Pages Follow]

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
        as
        of the date first written above. 

       

      SAN
        HOLDINGS, INC.

      


      


      By:
        /s/ John Jenkins        

      Name:
        John Jenkins

      Title:
        CEO

       

       

       

       

      [SIGNATURE
        PAGE OF HOLDERS FOLLOWS] 

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      [FORM
        OF
        PURCHASER SIGNATURE PAGE; EXECUTED SIGNATURE PAGES INTENTIONALLY
        OMITTED]

       

      [PURCHASER’S
        SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT] 

       

      


       

      Name
        of
        Investing Entity: 

       

      ______________________________________________________

       

      Signature
        of Authorized Signatory of Investing entity: 

       

      ______________________________________________________

       

      Name
        of
        Authorized Signatory: 

       

      ______________________________________________________
        

       

      Title
        of
        Authorized Signatory: 

       

      ______________________________________________________

       

    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      D 

     

    Form
      of $0.30 Warrant

    

      Warrant
        Number WA-[A][B]- ____

       

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
        MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
        FROM,
        OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
        EVIDENCED, IF REQUESTED, BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH
        SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED
        IN
        CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER
        OR
        OTHER BONA FIDE LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
        INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.


       

      COMMON
        STOCK PURCHASE WARRANT 

       

      To
        Purchase _________________Shares of Common Stock of

       

      SAN
        HOLDINGS, INC.

       

      THIS
        COMMON STOCK PURCHASE WARRANT (the “Warrant”)
        CERTIFIES that, for value received, [______________] (the “Holder”),
        is
        entitled, upon the terms and subject to the limitations on exercise and the
        conditions hereinafter set forth, at any time on or after the date of issuance
        of this Warrant (the “Initial
        Exercise Date”)
        and on
        or prior to the five year anniversary of the Initial Exercise Date (the
“Termination
        Date”)
        but
        not thereafter, to subscribe for and purchase from San Holdings, Inc., a
        Colorado corporation (the “Company”),
        up to
        [_____________________] shares (the “Warrant
        Shares”)
        of
        Common Stock, no par value per share, of the Company (the “Common
        Stock”).
        The
        purchase price of one share of Common Stock (the “Exercise
        Price”)
        under
        this Warrant shall be [$0.30/$0.50], subject to adjustment hereunder. The
        Exercise Price and the number of Warrant Shares for which the Warrant is
        exercisable shall be subject to adjustment as provided herein. Capitalized
        terms
        used and not otherwise defined herein shall have the meanings set forth in
        that
        certain Securities Purchase Agreement (the “Purchase
        Agreement”),
        dated
        February 28, 2006, among the Company and the purchasers signatory thereto.
        

       

      1.           Title
        to Warrant.
        Prior
        to the Termination Date and subject to compliance with applicable laws and
        Section 7 of this Warrant, this Warrant and all rights hereunder are
        transferable, in whole or in part, at the office or agency of the Company
        by the
        Holder in person or by duly authorized attorney, upon surrender of this Warrant
        together with the Assignment Form annexed hereto properly endorsed. The
        transferee shall sign an investment letter in form and substance reasonably
        satisfactory to the Company.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.           Authorization
        of Shares.
        The
        Company covenants that all Warrant Shares which may be issued upon the exercise
        of the purchase rights represented by this Warrant will, upon exercise of
        the
        purchase rights represented by this Warrant, be duly authorized, validly
        issued,
        fully paid and nonassessable and free from all taxes, liens and charges in
        respect of the issue thereof (other than taxes in respect of any transfer
        occurring contemporaneously with such issue). 

       

      3.           Exercise
        of Warrants.

       

      (a)           Exercise
        of the purchase rights represented by this Warrant may be made at any time
        or
        times on or after the Initial Exercise Date and on or before the Termination
        Date by delivery to the Company of the Notice of Exercise Form, surrender
        of
        this Warrant and payment of the aggregate Exercise Price (or such other office
        or agency of the Company as it may designate by notice in writing to the
        registered Holder at the address of such Holder appearing on the books of
        the
        Company). Certificates for shares purchased hereunder shall be delivered
        to the
        Holder within five (5) Trading Days from the delivery to the Company of the
        Notice of Exercise Form, surrender of this Warrant and payment of the aggregate
        Exercise Price as set forth above (“Warrant
        Share Delivery Date”).
        This
        Warrant shall be deemed to have been exercised on the date the Exercise Price
        is
        received by the Company. The Warrant Shares shall be deemed to have been
        issued,
        and Holder or any other person so designated to be named therein shall be
        deemed
        to have become a holder of record of such shares for all purposes, as of
        the
        date the Warrant has been exercised by payment to the Company of the Exercise
        Price and all taxes required to be paid by the Holder, if any, pursuant to
        Section 5 prior to the issuance of such shares, have been paid in full. If
        the
        Company fails to deliver to the Holder a certificate or certificates
        representing the Warrant Shares or indicating the issuance of such Warrant
        Shares on the stock ledger of the Company maintained by the Company or its
        transfer agent pursuant to this Section 3(a) by the Warrant Share Delivery
        Date,
        then the Holder will have the right to rescind such exercise. 

       

      (b)           If
        this
        Warrant shall have been exercised in part, the Company shall, at the time
        of
        delivery of the certificate or certificates representing Warrant Shares,
        deliver
        to Holder a new Warrant evidencing the rights of Holder to purchase the
        unpurchased Warrant Shares called for by this Warrant, which new Warrant
        shall
        in all other respects be identical with this Warrant. 

       

      (c)           If
        at any
        time after one year from the date of issuance of this Warrant there is no
        effective Registration Statement registering the resale of the Warrant Shares
        by
        the Holder, this Warrant may also be exercised at such time by notice delivered
        to the Company by means of a “cashless exercise” in which the Holder shall be
        entitled to receive a certificate for the number of Warrant Shares equal
        to the
        quotient obtained by dividing [(A-B) (X)] by (A), where: 

       

      (A)
        = the
        closing price on the Trading Day immediately preceding the date of such
        election; 

       

      (B)
        = the
        Exercise Price of this Warrant, as adjusted; and 

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (X)
        = the
        number of Warrant Shares issuable upon exercise of this Warrant in accordance
        with the terms of this Warrant by means of a cash exercise rather than a
        cashless exercise. 

       

      (d)           Except
        with respect to Sun Solunet, LLC, the Holder shall not be entitled to exercise
        this Warrant into shares of Common Stock that would result in beneficial
        ownership by the Holder and its affiliates of more than 4.9% of the then
        outstanding number of shares of Common Stock on such date. For the purposes
        of
        the immediately preceding sentence, beneficial ownership shall be determined
        in
        accordance with Section 13(d) of the Securities Exchange Act of 1934, as
        amended, and Regulation 13d-3 promulgated thereunder. 

       

      4.           No
        Fractional Shares or Scrip.
        No
        fractional shares or scrip representing fractional shares shall be issued
        upon
        the exercise of this Warrant. As to any fraction of a share which Holder
        would
        otherwise be entitled to purchase upon such exercise, the Company shall pay
        a
        cash adjustment in respect of such final fraction in an amount equal to such
        fraction multiplied by the Exercise Price. 

       

      5.           Charges,
        Taxes and Expenses.
        Issuance of certificates for Warrant Shares shall be made without charge
        to the
        Holder for any issue or transfer tax or other incidental expense in respect
        of
        the issuance of such certificate, all of which taxes and expenses shall be
        paid
        by the Company, and such certificates shall be issued in the name of the
        Holder
        or in such name or names as may be directed by the Holder; provided, however,
        that in the event certificates for Warrant Shares are to be issued in a name
        other than the name of the Holder, this Warrant when surrendered for exercise
        shall be accompanied by the Assignment Form attached hereto and an investment
        letter duly executed by the Holder in form and substance reasonably acceptable
        to the Company; and the Company may require, as a condition thereto, the
        payment
        of a sum sufficient to reimburse it for any transfer tax incidental thereto.
        

       

      6.           Closing
        of Books.
        The
        Company will not close its stockholder books or records in any manner which
        prevents the timely exercise of this Warrant, pursuant to the terms hereof.
        

       

      7.           Transfer,
        Division and Combination.
        

       

      (a)           Subject
        to compliance with any applicable securities laws and the conditions set
        forth
        in Sections 1 and 7(e) hereof and to the provisions of Section 4.1 of the
        Purchase Agreement, this Warrant and all rights hereunder are transferable,
        in
        whole or in part, upon surrender of this Warrant at the principal office
        of the
        Company, together with a written assignment of this Warrant substantially
        in the
        form attached hereto duly executed by the Holder or its agent or attorney
        and
        funds sufficient to pay any transfer taxes payable upon the making of such
        transfer. Upon such surrender and, if required, such payment, the Company
        shall
        execute and deliver a new Warrant or Warrants in the name of the assignee
        or
        assignees and in the denomination or denominations specified in such instrument
        of assignment, and shall issue to the assignor a new Warrant evidencing the
        portion of this Warrant not so assigned, and this Warrant shall promptly
        be
        cancelled. A Warrant, if properly assigned, may be exercised by a new holder
        for
        the purchase of Warrant Shares without having a new Warrant issued.


       

      (b)           This
        Warrant may be divided or combined with other Warrants upon presentation
        hereof
        at the aforesaid office of the Company, together with a written notice
        specifying the names and denominations in which new Warrants are to be issued,
        signed by the Holder or its agent or attorney. Subject to compliance with
        Section 7(a), as to any transfer which may be involved in such division or
        combination, the Company shall execute and deliver a new Warrant or Warrants
        in
        exchange for the Warrant or Warrants to be divided or combined in accordance
        with such notice. 

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (c)           The
        Company shall prepare, issue and deliver at its own expense (other than transfer
        taxes) the new Warrant or Warrants under this Section 7. 

       

      (d)           The
        Company agrees to maintain, at its aforesaid office, books for the registration
        and the registration of transfer of the Warrants. 

       

      (e)           If,
        at
        the time of the surrender of this Warrant in connection with any transfer
        of
        this Warrant, the transfer of this Warrant shall not be registered pursuant
        to
        an effective registration statement under the Securities Act and under
        applicable state securities or blue sky laws, the Company may require, as
        a
        condition of allowing such transfer (i) that the Holder or transferee of
        this
        Warrant, as the case may be, furnish to the Company a written opinion of
        counsel
        (which opinion shall be in form, substance and scope customary for opinions
        of
        counsel in comparable transactions) to the effect that such transfer may
        be made
        without registration under the Securities Act and under applicable state
        securities or blue sky laws, (ii) that the holder or transferee execute and
        deliver to the Company an investment letter in form and substance acceptable
        to
        the Company and (iii) that the transferee be an “accredited investor” as defined
        in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the
        Securities Act or a qualified institutional buyer as defined in Rule 144A(a)
        under the Securities Act. 

       

      8.           No
        Rights as Shareholder until Exercise.
        This
        Warrant does not entitle the Holder to any voting rights or other rights
        as a
        shareholder of the Company prior to the exercise hereof. Upon the surrender
        of
        this Warrant and the payment of the aggregate Exercise Price (or by means
        of a
        cashless exercise), the Warrant Shares so purchased shall be and be deemed
        to be
        issued to such Holder as the record owner of such shares as of the close
        of
        business on the later of the date of such surrender or payment. 

       

      9.           Loss,
        Theft, Destruction or Mutilation of Warrant.
        The
        Company covenants that upon receipt by the Company of evidence reasonably
        satisfactory to it of the loss, theft, destruction or mutilation of this
        Warrant
        or any stock certificate relating to the Warrant Shares, and in case of loss,
        theft or destruction, of indemnity or security reasonably satisfactory to
        it,
        and upon surrender and cancellation of such Warrant or stock certificate,
        if
        mutilated, the Company will make and deliver a new Warrant or stock certificate
        of like tenor and dated as of such cancellation, in lieu of such Warrant
        or
        stock certificate. 

       

      10.           Saturdays,
        Sundays, Holidays, etc.
        If the
        last or appointed day for the taking of any action or the expiration of any
        right required or granted herein shall be a Saturday, Sunday or a legal holiday,
        then such action may be taken or such right may be exercised on the next
        succeeding day not a Saturday, Sunday or legal holiday. 

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      11.           Adjustments
        of Exercise Price and Number of Warrant Shares, Stock Splits,
        etc.
        The
        number and kind of securities purchasable upon the exercise of this Warrant
        and
        the Exercise Price shall be subject to adjustment from time to time upon
        the
        happening of any of the following. In case the Company shall (i) pay a dividend
        in shares of Common Stock or make a distribution in shares of Common Stock
        to
        holders of its outstanding Common Stock, (ii) subdivide its outstanding shares
        of Common Stock into a greater number of shares, (iii) combine its outstanding
        shares of Common Stock into a smaller number of shares of Common Stock, or
        (iv)
        issue any shares of its capital stock in a reclassification of the Common
        Stock,
        then the number of Warrant Shares purchasable upon exercise of this Warrant
        immediately prior thereto shall be adjusted so that the Holder shall be entitled
        to receive the kind and number of Warrant Shares or other securities of the
        Company which it would have owned or have been entitled to receive had such
        Warrant been exercised in advance thereof. Upon each such adjustment of the
        kind
        and number of Warrant Shares or other securities of the Company which are
        purchasable hereunder, the Holder shall thereafter be entitled to purchase
        the
        number of Warrant Shares or other securities resulting from such adjustment
        at
        an Exercise Price per Warrant Share or other security obtained by multiplying
        the Exercise Price in effect immediately prior to such adjustment by the
        number
        of Warrant Shares purchasable pursuant hereto immediately prior to such
        adjustment and dividing by the number of Warrant Shares or other securities
        of
        the Company that are purchasable pursuant hereto immediately after such
        adjustment. An adjustment made pursuant to this paragraph shall become effective
        immediately after the effective date of such event retroactive to the record
        date, if any, for such event. 

       

      12.           Reorganization,
        Reclassification, Merger, Consolidation or Disposition of Assets.
        In case
        the Company shall reorganize its capital, reclassify its capital stock,
        consolidate or merge with or into another corporation (where the Company
        is not
        the surviving corporation or where there is a change in or distribution with
        respect to the Common Stock of the Company), or sell, transfer or otherwise
        dispose of its property, assets or business to another corporation and, pursuant
        to the terms of such reorganization, reclassification, merger, consolidation
        or
        disposition of assets, shares of common stock of the successor or acquiring
        corporation, or any cash, shares of stock or other securities or property
        of any
        nature whatsoever (including warrants or other subscription or purchase rights)
        in addition to or in lieu of common stock of the successor or acquiring
        corporation (“Other
        Property”),
        are
        to be received by or distributed to the holders of Common Stock of the Company,
        then the Holder shall have the right thereafter to receive, upon exercise
        of
        this Warrant, the number of shares of Common Stock of the successor or acquiring
        corporation or of the Company, if it is the surviving corporation, and Other
        Property receivable upon or as a result of such reorganization,
        reclassification, merger, consolidation or disposition of assets by a Holder
        of
        the number of shares of Common Stock for which this Warrant is exercisable
        immediately prior to such event. In case of any such reorganization,
        reclassification, merger, consolidation or disposition of assets, the successor
        or acquiring corporation (if other than the Company) shall expressly assume
        the
        due and punctual observance and performance of each and every covenant and
        condition of this Warrant to be performed and observed by the Company and
        all
        the obligations and liabilities hereunder, subject to such modifications
        as may
        be deemed appropriate (as determined in good faith by resolution of the Board
        of
        Directors of the Company) in order to provide for adjustments of Warrant
        Shares
        for which this Warrant is exercisable which shall be as nearly equivalent
        as
        practicable to the adjustments provided for in this Section 12. For purposes
        of
        this Section 12, “common stock of the successor or acquiring corporation” shall
        include stock of such corporation of any class which is not preferred as
        to
        dividends or assets over any other class of stock of such corporation and
        which
        is not subject to redemption and shall also include any evidences of
        indebtedness, shares of stock or other securities which are convertible into
        or
        exchangeable for any such stock, either immediately or upon the arrival of
        a
        specified date or the happening of a specified event and any warrants or
        other
        rights to subscribe for or purchase any such stock. The foregoing provisions
        of
        this Section 12 shall similarly apply to successive reorganizations,
        reclassifications, mergers, consolidations or disposition of assets.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      13.           Issuance
        of Additional Stock.
        If the
        Company shall, at any time through the two year anniversary of the date that
        the
        Registration Statement is declared effective by the Commission, issue any
        rights, warrants, options or other securities convertible into or exchangeable
        for Common Stock (collectively, “Additional
        Stock”)
        without consideration or for a consideration per share less than the Exercise
        Price (including by operation of purchase price adjustments, reset provisions,
        floating conversion, exercise or exchange prices or otherwise), the Exercise
        Price in effect immediately prior to each such issuance shall forthwith be
        reduced to an amount equal to such lower purchase price for such Additional
        Stock (or in the case of options and similar securities, the consideration
        received for the option and to be received upon exercise of such option),
        or, if
        for no consideration, $.001; provided,
        however,
        that
        none of the following shall constitute Additional Stock: (a) shares of Common
        Stock; (b) rights, warrants, options or other securities convertible into
        or
        exchangeable for Common Stock, issued or issuable to employees, consultants
        or
        directors of the Company for the primary purpose of soliciting or retaining
        their employment or services directly or pursuant to a stock option plan
        or
        restricted stock plan approved by the Board of Directors of the Company and
        (c)
        shares of Common Stock of the Company issuable upon exercise of rights,
        warrants, options or other securities convertible into or exchangeable for
        Common Stock outstanding as of the date hereof.

       

      14.           Notice
        of Adjustment.
        Whenever the number of Warrant Shares or number or kind of securities or
        other
        property purchasable upon the exercise of this Warrant or the Exercise Price
        is
        adjusted, as herein provided, the Company shall give notice thereof to the
        Holder, which notice shall state the number of Warrant Shares (and other
        securities or property) purchasable upon the exercise of this Warrant and
        the
        Exercise Price of such Warrant Shares (and other securities or property)
        after
        such adjustment, setting forth a brief statement of the facts requiring such
        adjustment and setting forth the computation by which such adjustment was
        made.


       

      15.           Notice
        of Corporate Action.
        If at
        any time: 

       

      (a)           the
        Company shall take a record of the holders of its Common Stock for the purpose
        of entitling them to receive a dividend or other distribution, or any right
        to
        subscribe for or purchase any evidences of its indebtedness, any shares of
        stock
        of any class or any other securities or property, or to receive any other
        right,
        or 

       

      (b)           there
        shall be any capital reorganization of the Company, any reclassification
        or
        recapitalization of the capital stock of the Company or any consolidation
        or
        merger of the Company with, or any sale, transfer or other disposition of
        all or
        substantially all the property, assets or business of the Company to, another
        corporation or, 

       

      (c)           there
        shall be a voluntary or involuntary dissolution, liquidation or winding up
        of
        the Company; 

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      then,
        in
        any one or more of such cases, the Company shall give to Holder (i) at least
        10
        days’ prior written notice of the date on which a record date shall be selected
        for such dividend, distribution or right or for determining rights to vote
        in
        respect of any such reorganization, reclassification, merger, consolidation,
        sale, transfer, disposition, liquidation or winding up, and (ii) in the case
        of
        any such reorganization, reclassification, merger, consolidation, sale,
        transfer, disposition, dissolution, liquidation or winding up, at least 10
        days’
prior written notice of the date when the same shall take place. Such notice
        in
        accordance with the foregoing clause also shall specify (i) the date on which
        any such record is to be taken for the purpose of such dividend, distribution
        or
        right, the date on which the holders of Common Stock shall be entitled to
        any
        such dividend, distribution or right, and the amount and character thereof,
        and
        (ii) the date on which any such reorganization, reclassification, merger,
        consolidation, sale, transfer, disposition, dissolution, liquidation or winding
        up is to take place and the time, if any such time is to be fixed, as of
        which
        the holders of Common Stock shall be entitled to exchange their Warrant Shares
        for securities or other property deliverable upon such disposition, dissolution,
        liquidation or winding up. Each such written notice shall be sufficiently
        given
        if addressed to Holder at the last address of Holder appearing on the books
        of
        the Company and delivered in accordance with Section 19(d). 

       

      16.           Authorized
        Shares.
        The
        Company covenants that the Company shall call a shareholder meeting for purposes
        of increasing its authorized capital in an amount sufficient to provide for
        the
        exercise of all outstanding Warrants of the Company. Until such time as the
        Company has so increased its authorized capital each Holder shall each be
        entitled to exercise the Warrants held by them on a pro rata basis with the
        other Holders, weighted on the basis of the respective Subscription Amounts
        paid
        to the Company by each Holder. If such increase in authorized capital is
        not
        authorized by the earlier of (i) the date that the registration statement
        relating to the Common Stock underlying the Preferred Stock and the Warrants
        is
        effective, or (ii) 150 days from the date the Company first receives funds
        from
        the escrow account established pursuant to the Purchase Agreement (each an
        “Event”), then on the date on which such Event occurs (the “Event Date”), the
        Company shall pay to each Holder an amount in cash, as partial liquidated
        damages and not as a penalty, equal to 2.0% of the aggregate purchase price
        paid
        by such Holder pursuant to the Purchase Agreement, and on each monthly
        anniversary of each such Event Date until cured, provided however,
        if the
        Company is otherwise paying liquidated damages pursuant to that certain
        Registration Rights Agreement between the Company and the purchasers signatory
        thereto, then no liquidated damages shall be due pursuant to this Paragraph
        16.
        The Company further covenants that its issuance of this Warrant shall constitute
        full authority to its officers who are charged with the duty of executing
        stock
        certificates to execute and issue the necessary certificates for the Warrant
        Shares upon the exercise of the purchase rights under this Warrant. Subject
        to
        this Paragraph 16, the Company will take all such reasonable action as may
        be
        necessary to assure that such Warrant Shares may be issued as provided herein
        without violation of any applicable law or regulation, or of any requirements
        of
        the Trading Market upon which the Common Stock may be listed. 

       

      Except
        and to the extent as waived or consented to by the Holder, the Company shall
        not
        by any action, including, without limitation, amending its certificate of
        incorporation or through any reorganization, transfer of assets, consolidation,
        merger, dissolution, issue or sale of securities or any other voluntary action,
        avoid or seek to avoid the observance or performance of any of the terms
        of this
        Warrant, but will at all times in good faith assist in the carrying out of
        all
        such terms and in the taking of all such actions as may be necessary or
        appropriate to protect the rights of Holder as set forth in this Warrant
        against
        impairment. Without limiting the generality of the foregoing, the Company
        will
        (a) not increase the par value of any Warrant Shares above the amount payable
        therefor upon such exercise immediately prior to such increase in par value,
        (b)
        take all such action as may be necessary or appropriate in order that the
        Company may validly and legally issue fully paid and nonassessable Warrant
        Shares upon the exercise of this Warrant, and (c) use commercially reasonable
        efforts to obtain all such authorizations, exemptions or consents from any
        public regulatory body having jurisdiction thereof as may be necessary to
        enable
        the Company to perform its obligations under this Warrant. 

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Before
        taking any action which would result in an adjustment in the number of Warrant
        Shares for which this Warrant is exercisable or in the Exercise Price, the
        Company shall obtain all such authorizations or exemptions thereof, or consents
        thereto, as may be necessary from any public regulatory body or bodies having
        jurisdiction thereof. 

       

      17.           Registration
        Rights.
        The
        Holder of this Warrant and/or the Warrant Shares and any transferee hereof
        and
        thereof shall be entitled to the benefit of such registration rights in respect
        of the Warrant Shares as are set forth in the Registration Rights Agreement.
        

       

      18.           Redemption.
        

       

      (a)           The
        Company may redeem all (but not less than all) of this Warrant at any time,
        at
        the price of $.01 per Warrant Share (issuable under this Warrant), upon notice
        referred to in Section 18(b), provided that (i) the Warrant Shares have been
        registered for resale by means of the Registration Statement as defined in
        the
        Purchase Agreement or any other registration statement; (ii) the Registration
        Statement is current and effective at the time the aforementioned notice
        is sent
        and through the redemption period; and (iii) the closing sales price of the
        Common Stock has been at least 200% of the then Exercise Price of the Warrants
        for 20 consecutive Trading Days ending within two Trading Days of the notice
        of
        redemption as referred to in Section 18(b) below.

       

      (b)           In
        the
        event the Company shall elect to redeem this Warrant, the Company shall fix
        a
        date for the redemption (the “Redemption
        Date”)
        and
        mail a notice of redemption by first class mail, postage prepaid, not less
        than
        30 days from the date fixed for redemption to the Holder of this Warrant
        at such
        Holder’s last address as it appears on the books of the Company. Any notice
        mailed in the manner herein provided shall be conclusively presumed to have
        been
        duly given whether or not the registered Holder received such notice. The
        notice
        of redemption shall specify (i) the redemption price, (ii) the date fixed
        for
        redemption, (iii) the place where the Warrant is to be delivered and the
        redemption price paid and (iv) that the right to exercise the Warrant shall
        terminate at 5:00 P.M. New York City on the Business Day immediately preceding
        the Redemption Date. No failure to mail such notice nor any defect therein
        or in
        the mailing thereof shall affect the validity of the proceedings for such
        redemption except as to a Holder (A) to whom notice was not mailed or (B)
        whose
        notice was defective. An affidavit of the Secretary of the Company that notice
        of redemption has been mailed shall, in the absence of fraud, be prima facie
        evidence of the facts stated therein.

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (c)           The
        Warrant may be exercised in accordance with Section 3 of this Warrant at
        any
        time after notice of redemption shall have been given by the Company pursuant
        to
        Section 18(b) hereof and until the Business Day immediately preceding the
        Redemption Date. On and after the Redemption Date, the Holder of this Warrant
        shall have no further rights except to receive, upon surrender of the Warrant,
        the redemption price.

       

      19.           Miscellaneous.
        

       

      (a)           Jurisdiction.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant shall be determined in accordance with the provisions of
        the
        Purchase Agreement. 

       

      (b)           Restrictions.
        The
        Holder acknowledges that the Warrant Shares acquired upon the exercise of
        this
        Warrant, if not registered, will have restrictions upon resale imposed by
        state
        and federal securities laws. 

       

      (c)           Nonwaiver
        and Expenses.
        No
        course of dealing or any delay or failure to exercise any right hereunder
        on the
        part of Holder shall operate as a waiver of such right or otherwise prejudice
        Holder's rights, powers or remedies, notwithstanding all rights hereunder
        terminate on the Termination Date. If the Company willfully and knowingly
        fails
        to comply with any provision of this Warrant, which results in any material
        damages to the Holder, the Company shall pay to Holder such amounts as shall
        be
        sufficient to cover any reasonable out-of-pocket costs and expenses incurred
        by
        Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
        any of its rights, powers or remedies hereunder. 

       

      (d)           Notices.
        Any
        notice, request or other document required or permitted to be given or delivered
        to the Holder by the Company shall be delivered in accordance with the notice
        provisions of the Purchase Agreement. 

       

      (e)           Limitation
        of Liability.
        No
        provision hereof, in the absence of any affirmative action by Holder to exercise
        this Warrant or purchase Warrant Shares, and no enumeration herein of the
        rights
        or privileges of Holder, shall give rise to any liability of Holder for the
        purchase price of any Common Stock or as a stockholder of the Company, whether
        such liability is asserted by the Company or by creditors of the Company.
        

       

      (f)           Remedies.
        Holder,
        in addition to being entitled to exercise all rights granted by law, including
        recovery of damages, will be entitled to specific performance of its rights
        under this Warrant. The Company agrees that monetary damages would not be
        adequate compensation for any loss incurred by reason of a breach by it of
        the
        provisions of this Warrant and hereby agrees to waive the defense in any
        action
        for specific performance that a remedy at law would be adequate. 

       

      (g)           Successors
        and Assigns.
        Subject
        to applicable securities laws, this Warrant and the rights and obligations
        evidenced hereby shall inure to the benefit of and be binding upon the
        successors of the Company and the successors and permitted assigns of Holder.
        The provisions of this Warrant are intended to be for the benefit of all
        Holders
        from time to time of this Warrant and shall be enforceable by any such Holder
        or
        holder of Warrant Shares. 

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (h)           Amendment.
        This
        Warrant may be modified or amended or the provisions hereof waived with the
        written consent of the Company and the Holder. 

       

      (i)           Severability.
        Wherever possible, each provision of this Warrant shall be interpreted in
        such
        manner as to be effective and valid under applicable law, but if any provision
        of this Warrant shall be prohibited by or invalid under applicable law, such
        provision shall be ineffective to the extent of such prohibition or invalidity,
        without invalidating the remainder of such provisions or the remaining
        provisions of this Warrant. 

       

      (j)           Headings.
        The
        headings used in this Warrant are for the convenience of reference only and
        shall not, for any purpose, be deemed a part of this Warrant. 

       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
        2nd day
        of March, 2006. 

       

      SAN
        HOLDINGS, INC.

      


      By:_____________________________________

      Name:

      Title:

      


    

    


     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    



    Exhibit
      E

     

    Form
      of $0.50 Warrant

     

    


     

    


     

    See
      Exhibit D

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      F

     

    Form
      of Lock-Up Agreements

    

      Lock-Up
        Agreement

       

      February
        28, 2006

       

      SAN
        Holdings, Inc.

      9800
        Pyramid Court 

      Suite
        130


      Englewood,
        CO 80112

       

      Re:       SAN
        Holdings, Inc.

       

      Ladies
        and Gentlemen:

       

      The
        undersigned officer or director of SAN Holdings, Inc. (the “Company”),
        understands and agrees with you that for a period of one year from the date
        of
        that certain Securities Purchase Agreement among the Company and the Investors
        set forth in Schedule A thereto to pursuant to which the Company expects
        to sell
        shares of a newly designated series of convertible preferred stock and warrants
        to purchase common stock, the undersigned shall not, without the prior written
        consent of the Purchasers, sell, grant any option to sell, transfer, assign,
        distribute, dispose of, pledge or hypothecate any of the shares of the Company’s
        common stock, no par value, owned directly or indirectly by the undersigned,
        whether currently owned or hereafter purchased. 

       

      If
        this
        letter is undated at the time of signature, the undersigned authorizes the
        Company to insert a date which shall be the date of the Securities Purchase
        Agreement. 

       

      Yours
        truly,

       

      _________________________________________

      Signature

       

      _________________________________________

      Printed
        or Typed Name

      


      


      _________________________________________

      Authorized
        Representative Capacity if Signing 

      in
        Other Than Individual Capacity)

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    Exhibit
      G

     

    Form
      of Credit Support Termination Agreement

    

      SUN
        CAPITAL PARTNERS II, LP 

      5200
        Town
        Center Circle

      Suite
        470

      Boca
        Raton, FL 33486

      


      March
        2,
        2006

      


      SAN
        Holdings, Inc.

      9800
        Pyramid Court

      Englewood,
        CO 80112

      Attn: John
        Jenkins

      


      Mr.
        Jenkins: 

       

      Reference
        is made to that (i) certain letter agreement, dated as of March 31, 2003,
        by and
        between, Sun Capital Partners II, LP, a Delaware limited partnership (the
        “Fund”),
        and
        SAN Holdings, Inc., a Colorado corporation (“SANZ”),
        as
        amended on November 23, 2005 (the “Letter
        Agreement”),
        agreed and accepted by Sun Solunet, LLC, a Delaware limited liability company
        (“Sun”);
        and
        (ii) certain Loan Authorization Agreement, dated as of May 16, 2003 (as amended
        to date, the “Sun
        Loan”),
        pursuant to which SANZ previously borrowed the aggregate principal amount
        of
        $14,000,000 from Sun, as assignee of Harris N.A., as successor to Harris
        Trust
        and Savings Bank due to merger. Capitalized terms used herein without definition
        have the meanings ascribed to them in the Letter Agreement. 

      


      As
        of the
        date hereof, as a result of (i) the exchange of debt owed to Sun in
        consideration for the issuance to Sun of other securities of SANZ and (ii)
        the
        payment by SANZ to Sun of some of the outstanding indebtedness owed to Sun
        under
        the Sun Loan, the aggregate principal amount owed to Sun under the Sun Loan
        is
        equal to or less than $5,000,000. 

      


      Pursuant
        to the Letter Agreement, SANZ was required to periodically issue to Sun on
        November 16 and May 16 of each year, a Guaranty Warrant, exercisable for
        a
        number of shares of SANZ Common Stock calculated pursuant to a formula set
        forth
        in the Letter Agreement, for so long as there remained an aggregate principal
        amount owed to Sun under the Sun Loan in an amount in excess of
        $3,000,000.

      


      Notwithstanding
        anything to the contrary contained in the Letter Agreement and the Sun Loan,
        SANZ, Sun and the Fund hereby agree as follows:

      


      (i)
        that
        the obligations of each of SANZ, Sun and the Fund under the Letter Agreement
        are
        hereby terminated, cancelled, released and discharged in their entirety,
        including, without limitation, the obligation of SANZ to periodically issue
        Guaranty Warrants to Sun under the Letter Agreement (it being acknowledged
        and
        agreed that, notwithstanding this termination letter agreement, Sun shall
        retain
        any Guaranty Warrants already issued to it and all of its rights
        thereunder);

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (ii)
        as
        of the date hereof, each of Sun and the Fund shall have no obligation to
        loan
        SANZ any additional money; and

      


      (iii)
        with respect to the amount of outstanding indebtedness owed to Sun under
        the Sun
        Loan as of the date hereof (which amount shall be less than or equal to
        $5,000,000), such amount (or any portion thereof) cannot be reborrowed by
        SANZ
        once repaid, but the maturity date for the Sun Loan will be extended to a
        date
        that is three years from the date hereof.

      


      Each
        of
        SANZ, Sun and the Fund hereby agree to take all actions and to execute all
        documents as may be reasonably necessary to implement and give full force
        and
        effect to any of the provisions of this termination letter agreement.
        Furthermore, SANZ hereby agrees to use commercially reasonable efforts to
        paydown the remaining outstanding indebtedness owed to Sun under the Sun
        Loan,
        including, without limitation, by raising additional capital from sources
        other
        than Sun. 

      


      


      * * * * *


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      This
        termination letter agreement shall be governed by and construed in accordance
        with the laws of the State of Delaware applicable to agreements made and
        to be
        performed entirely within such state. This termination letter agreement may
        be
        executed in any number of counterparts, each of which shall be deemed an
        original, but all of which together will constitute one and the same
        instrument.

      


      


      Very
        truly yours,

       

      
        	 	 	 	 	 	 	 	 	
                Sun
                  Capital Partners II, LP

              


      

      


      By:
        Sun
        Capital Advisors II, LP

      Its:
        General Partner

      


      By:
        Sun
        Capital Partners, LLC

      Its:
        General Partner

      


      


      By:
        /s/ Kevin J. Calhoun       

      Kevin
        J.
        Calhoun, Vice President

      


      Agreed
        and accepted this 2nd day of March, 2006:

      


      SAN
        HOLDINGS, INC.

      


      By:  /s/
        John Jenkins            

      John
        Jenkins, Chief Executive Officer

      


      


      SUN
        SOLUNET, LLC

      


      By:  /s/
        Kevin J. Calhoun          

      Name: Kevin
        J.
        Calhoun

      Title:
         Vice
        President