Exhibit
        10.02

      
        


        REMITTANCE
          AND INTERCREDITOR AGREEMENT

         

        THIS
          AGREEMENT, dated as of September 30, 2005, is made by Avnet Partner Solutions,
          a
          division of Avnet, Inc. (“Avnet”), for the benefit of Wells Fargo Bank, National
          Association (with all its participants, successors and assigns, “Wells Fargo”),
          acting through its Wells Fargo Business Credit operating division.

         

        SANZ
          INC., formerly known as Storage Area Networks, Inc., a Colorado corporation
          (the
“Borrower”), is now or hereafter may be indebted to Wells Fargo on account of
          loans or the other extensions of credit or financial accommodations from
          Wells
          Fargo to the Borrower, or to any other person under the guaranty or endorsement
          of the Borrower.

         

        Avnet
          has
          made or may make loans or grant other financial accommodations to the
          Borrower.

         

        As
          a
          condition to making any loan or extension of credit to the Borrower, Wells
          Fargo
          has required that Avnet subordinate the payment of Avnet’s loans and other
          financial accommodations to the payment of any and all indebtedness of
          the
          Borrower to Wells Fargo. Assisting the Borrower in obtaining credit
          accommodations from Wells Fargo and subordinating its interests pursuant
          to the
          terms of this Agreement are in Avnet’s best interest.

         

        Wells
          Fargo agrees to allow the Escrow Agent to remit certain sums to Avnet as
          documented in the Escrow Agreement and directly relating to the Avnet Priority
          Accounts as more fully set forth herein.

         

        ACCORDINGLY,
          in consideration of the mutual covenants and undertakings herein contained,
          and
          in consideration of the loans and other financial accommodations that have
          been
          made and may hereafter be made by Wells Fargo for the benefit of the Borrower,
          and for other good and valuable consideration, the receipt and sufficiency
          of
          which are hereby acknowledged, Wells Fargo and Avnet hereby agrees as
          follows:

         

        1.  Definitions.
          As used
          herein, the following terms have the meanings set forth below:

         

        “Avnet
          Indebtedness” means all obligations of the Borrower to make full and timely
          payment of the invoices issued by Avnet, and each and every other debt,
          liability and obligation of every type and description which the Borrower
          may
          now or at any time hereafter owe to Avnet, whether such debt, liability
          or
          obligation now exists or is hereafter created or incurred, and whether
          it is or
          may be direct or indirect, due or to become due, absolute or contingent,
          primary
          or secondary, liquidated or unliquidated, or joint, several or joint and
          several.

         

        “Avnet
          Priority Accounts” means Borrower’s accounts identified by the Escrow Agreement,
          defined below, to secure payment on the Avnet Indebtedness, which accounts
          have
          been approved in advance by Wells Fargo (in its sole discretion) as having
          priority as evidenced by a subordination letter in the form of Exhibit
          A
          attached hereto.

         

        
          
             

          

          
             

            
              

            

          

          
             

          

           

        

        “Avnet
          Security Agreement” means the Security Agreement, dated as of September __,
          2005, by and between the Borrower and Avnet, together with all renewals,
          extensions and modifications thereof and any other security agreement that
          may
          be accepted by Avnet from time to time.

         

        “Borrower
          Default” means a Default or Event of Default as defined in any agreement or
          instrument evidencing, governing, or issued in connection with the Wells
          Fargo
          Indebtedness, including, but not limited to, the Credit Agreement, or any
          default under or breach of any such agreement or instrument.

         

        “Collateral”
          means all collateral now or hereafter securing payment of the Wells Fargo
          Indebtedness, including all proceeds thereof.

         

        “Credit
          Agreement” means that certain Credit and Security Agreement dated as of May 31,
          2001, by and between the Borrower and Wells Fargo as the same has been
          and may
          hereafter be amended, supplemented or restated from time to time.

         

        “Escrow
          Agreement” shall mean the escrow agreement(s) entered into from time to time by
          Borrower, Avnet and the Escrow Agent to secure payment from Borrower on
          the
          Avnet Indebtedness.

         

        “Escrow
          Agent” shall mean Wells Fargo Bank, National Association, acting through its
          Corporate Trust and Escrow Services department, as escrow agent under the
          Escrow
          Agreement(s).

         

        “Lien”
          means any security interest, mortgage, deed of trust, pledge, lien, charge,
          encumbrance, title retention agreement or analogous instrument or device,
          including the interest of each lessor under any capitalized lease and the
          interest of any bondsman under any payment or performance bond, in, of
          or on any
          assets or properties of a Person, whether now owned or hereafter acquired
          and
          whether arising by agreement or operation of law.

         

        “Person”
          means any individual, corporation, partnership, joint venture, limited
          liability
          company, association, joint-stock company, trust, unincorporated organization
          or
          government or any agency or political subdivision thereof.

         

        “Wells
          Fargo Indebtedness” means each and every debt, liability and obligation of every
          type and description which the Borrower may now or at any time hereafter
          owe to
          Wells Fargo, whether such debt, liability or obligation now exists or is
          hereafter created or incurred, and whether it is or may be direct or indirect,
          due or to become due, absolute or contingent, primary or secondary, liquidated
          or unliquidated, or joint, several or joint and several, all interest thereon,
          and all fees, costs and other charges related thereto (including all interest,
          fees, costs and other charges accruing after the commencement of any case,
          proceeding or other action relating to the bankruptcy, insolvency or
          reorganization of the Borrower, whether or not allowed in such proceeding
          or
          other action, and whether or not Wells Fargo is deemed to be unsecured
          or
          under-secured), all renewals, extensions and modifications thereof and
          any notes
          issued in whole or partial substitution therefor. 

         

        
          
             

          

          
            2

            
              

            

          

          
             

          

           

        

        2.  Subordination.
          Excluding the Avnet Priority Accounts, the payment of all of the Avnet
          Indebtedness is hereby expressly subordinated to the extent and in the
          manner
          hereinafter set forth to the payment in full of the Wells Fargo Indebtedness;
          and regardless of any priority otherwise available to Avnet by law or by
          agreement, Wells Fargo shall hold a first priority Lien in the Collateral,
          and
          any Lien claimed therein by Avnet shall be and remain fully subordinate
          for all
          purposes to the Lien of Wells Fargo therein for all purposes whatsoever.
          The
          Avnet Indebtedness (excluding the Avnet Priority Accounts) shall continue
          to be
          subordinated to the Wells Fargo Indebtedness even if the Wells Fargo
          Indebtedness is deemed unsecured, under-secured, subordinated, avoided
          or
          disallowed under the United States Bankruptcy Code or other applicable
          law.
          However, and at all times under this Agreement, the security interest of
          Avnet
          in the Avnet Priority Accounts shall be prior and superior to the security
          interest of Wells Fargo in the Avnet Priority Accounts, and Wells Fargo’s
          security interest in the Avnet Priority Accounts shall be subordinate to
          the
          security interest of Avnet therein. 

         

        3.  Payments.
          Until
          all of the Wells Fargo Indebtedness has been paid in full and Wells Fargo
          has
          released its Lien in the Collateral, Avnet shall not, without Wells Fargo’s
          prior written consent, demand, receive or accept any payment from the Borrower
          in respect of the Avnet Indebtedness, or exercise any right of or permit
          any
          setoff in respect of the Avnet Indebtedness, except that Avnet may accept
          (i)
          payments required to be paid under the invoices issued by Avnet, so long
          as no
          Borrower Default has occurred and is continuing or will occur as a result
          of or
          immediately following any such payment; and (ii) remittances in accordance
          with
          the Escrow Agreement on the Avnet Priority Account(s). The Escrow Agreement
          will
          require the Escrow Agent to promptly remit to Avnet the amounts agreed
          upon by
          the Borrower and Avnet in the Escrow Agreement when such monies are received
          in
          the Avnet Priority Account(s). 

         

        4.  Receipt
          of Prohibited Payments.
          If
          Avnet receives any payment on the Avnet Indebtedness that Avnet is not
          entitled
          to receive under the provisions of this Agreement, Avnet will hold the
          amount so
          received in trust for Wells Fargo and will forthwith turn over such amount
          to
          Wells Fargo (endorsement by Avnet when necessary) for application to then
          existing Wells Fargo Indebtedness (whether or not due), in such manner
          of
          application as Wells Fargo may deem appropriate. If Avnet exercises any
          right of
          setoff which Avnet is not permitted to exercise under the provisions of
          this
          Agreement, Avnet will promptly pay over to Wells Fargo, in immediately
          available
          funds, an amount equal to the amount of the claims or obligations offset.
          

         

        5.  Action
          on Avnet Indebtedness.
          Excluding Avnet Priority Accounts, Avnet will not commence any action or
          proceeding against the Borrower to recover all or any part of the Avnet
          Indebtedness, or join with any creditor (unless Wells Fargo shall so join)
          in
          bringing any proceeding against the Borrower under any bankruptcy,
          reorganization, readjustment of debt, arrangement of debt receivership,
          liquidation or insolvency law or statute of the federal or any state government,
          or take possession of, sell, or dispose of any Collateral, or exercise
          or
          enforce any right or remedy available to Avnet with respect to any such
          Collateral, unless and until the Wells Fargo Indebtedness has been paid
          in full
          and Wells Fargo has released its Lien in the Collateral.

         

        
          
             

          

          
            3

            
              

            

          

          
             

          

           

        

        6.  Action
          Concerning Collateral.

         

        (a)  Notwithstanding
          any Lien now held or hereafter acquired by Avnet, Wells Fargo may take
          possession of, sell, dispose of, and otherwise deal with all or any part
          of the
          Collateral, and may enforce any right or remedy available to it with respect
          to
          the Borrower or the Collateral, all with notice (but without consent) of
          Avnet
          and except as otherwise required by applicable law.

         

        (b)  In
          addition, and without limiting the generality of the foregoing, if (i)
          a
          Borrower Default has occurred and is continuing, (ii) the Borrower or Wells
          Fargo intends to sell or otherwise dispose of any Collateral to an unrelated
          third party outside the ordinary course of business, (iii) Wells Fargo
          has given
          written notice thereof to Avnet, and (iv) Avnet has failed, within ten
          (10) days
          after receipt of such notice, to purchase for cash the Wells Fargo Indebtedness
          for the full amount thereof, Avnet shall be deemed to have consented to
          such
          sale or disposition, to have released any Lien it may have in such Collateral
          and to have authorized Wells Fargo or its agents to file partial releases
          (and
          any related financing statements such as “in-lieu” financing statements under
          Part 7 of Article 9 of the Uniform Commercial Code) with respect to such
          Collateral.

         

        (c)  Wells
          Fargo shall have no duty to preserve, protect, care for, insure, take possession
          of, collect, dispose of, or otherwise realize upon any of the Collateral,
          and in
          no event shall Wells Fargo be deemed Avnet’s agent with respect to the
          Collateral. All proceeds received by Wells Fargo with respect to any Collateral
          may be applied, first, to pay or reimburse Wells Fargo for all costs and
          expenses (including reasonable attorneys’ fees) incurred by Wells Fargo in
          connection with the collection of such proceeds, and, second, to any Wells
          Fargo
          Indebtedness secured by Wells Fargo’s Lien in that Collateral in any order that
          it may choose. 

         

        7.  Bankruptcy
          and Insolvency.
          In the
          event of any receivership, insolvency, bankruptcy, assignment for the benefit
          of
          creditors, reorganization or arrangement with creditors, whether or not
          pursuant
          to bankruptcy law, the sale of all or substantially all of the assets of
          the
          Borrower, dissolution, liquidation or any other marshalling of the assets
          or
          liabilities of the Borrower, Avnet will file all claims, proofs of claim
          or
          other instruments of similar character necessary to enforce the obligations
          of
          the Borrower in respect of the Avnet Indebtedness and will hold in trust
          for
          Wells Fargo and promptly pay over to Wells Fargo in the form received (except
          for the endorsement of Avnet where necessary) for application to the then
          existing Wells Fargo Indebtedness, any and all moneys, dividends or other
          assets
          received in any such proceedings on account of the Avnet Indebtedness,
          unless
          and until the Wells Fargo Indebtedness has been paid in full and Wells
          Fargo’s
          Lien in the Collateral has been terminated. If Wells Fargo desires to permit
          the
          use of cash collateral or to provide post-petition financing to the Borrower,
          Avnet shall not object to the same or assert that its interests are not
          being
          adequately protected.

         

        
          
             

          

          
            4

            
              

            

          

          
             

          

           

        

        8.  Restrictive
          Legend; Transfer of Avnet Indebtedness.
          Avnet
          will cause the Avnet Security Agreement and all notes, bonds, debentures
          or
          other instruments evidencing the Avnet Indebtedness or any part thereof
          to
          contain a specific statement thereon to the effect that the indebtedness
          thereby
          evidenced is subject to the provisions of this Agreement. Attached hereto
          as
          Exhibit B is a true and correct copy of the Avnet Security Agreement bearing
          such legend. Avnet has not transferred or assigned any interest in the
          Avnet
          Security Agreement to any other Person. Without the prior written consent
          of
          Wells Fargo, Avnet will not assign, transfer or pledge to any other Person
          the
          Avnet Security Agreement or any of the Avnet Indebtedness or agree to a
          discharge or forgiveness of the same, such consent not to be unreasonably
          withheld.

         

        9.  Continuing
          Effect.
          This
          Agreement shall constitute a continuing agreement of subordination, and
          Wells
          Fargo may, without notice to or consent by Avnet, modify any term of the
          Wells
          Fargo Indebtedness in reliance upon this Agreement. Without limiting the
          generality of the foregoing, Wells Fargo may, at any time and from time
          to time,
          without the consent of or notice to Avnet and without incurring responsibility
          to Avnet or impairing or releasing any of Wells Fargo’s rights or any of Avnet’s
          obligations hereunder:

         

        (a)  change
          the interest rate or change the amount of payment or extend the time for
          payment
          or renew or otherwise alter the terms of any Wells Fargo Indebtedness or
          any
          instrument evidencing the same in any manner;

         

        (b)  sell,
          exchange, release or otherwise deal with any property at any time securing
          payment of the Wells Fargo Indebtedness or any part thereof;

         

        (c)  release
          anyone liable in any manner for the payment or collection of the Wells
          Fargo
          Indebtedness or any part thereof;

         

        (d)  exercise
          or refrain from exercising any right against the Borrower or any other
          Person
          (including Avnet); and

         

        (e)  apply
          any
          sums received by Wells Fargo, by whomsoever paid and however realized,
          to the
          Wells Fargo Indebtedness in such manner as Wells Fargo shall deem
          appropriate.

         

        10.  No
          Commitment.
          None of
          the provisions of this Agreement shall be deemed or construed to constitute
          or
          imply any commitment or obligation on the part of Wells Fargo to make any
          future
          loans or other extensions of credit or financial accommodations to the
          Borrower.

         

        Avnet
          hereby waives any and all right to require the marshalling of assets in
          connection with the exercise of any of Wells Fargo’s remedies permitted by
          applicable law or agreement.

         

        11.  Notice.
          All
          notices and other communications hereunder shall be in writing and shall
          be
          (i) personally delivered, (ii) transmitted by registered
          mail, postage
          prepaid, or (iii)
          transmitted by telecopy, in each case addressed to the party to whom notice
          is
          being given at its address as set forth below:

         

        
          
             

          

          
            5

            
              

            

          

          
             

          

           

        

        If
          to
          Wells Fargo:

         

        Wells
          Fargo Business Credit

        MAC
          C7300
          210

        1740
          Broadway

        Denver,
          Colorado 80274

        Telecopier:
          (303) 863-4904

        Attention:
          Aida Sunglao-Canlas

         

        If
          to
          Avnet:

         

        AVNET,
          INC.

        Avnet
          Partner Solutions

        8700
          South Price Road

        Tempe,
          Arizona 85284

        Attention:
          Legal Department

        Telecopier:
          (480) 794-3180

        


        or
          at
          such other address as may hereafter be designated in writing by that party.
          All
          such notices or other communications shall be deemed to have been given
          on
          (i) the date received if delivered personally, (ii) the date
          of
          posting if delivered by mail, or (iii) the date of transmission
          if
          delivered by telecopy.

         

        12.  Conflict
          in Agreements.
          If the
          subordination provisions of any instrument evidencing Avnet Indebtedness
          conflict with the terms of this Agreement, the terms of this Agreement
          shall
          govern the relationship between Wells Fargo and Avnet.

         

        13.  No
          Waiver.
          No
          waiver shall be deemed to be made by either party of any of its rights
          hereunder
          unless the same shall be in writing signed on behalf of that party, and
          each
          such waiver, if any, shall be a waiver only with respect to the specific
          matter
          or matters to which the waiver relates and shall in no way impair the rights
          of
          that party or the obligations of a party to the other party in any other
          respect
          at any time.

         

        14.  Binding
          Effect; Acceptance.
          This
          Agreement shall be binding upon each party and its heirs, legal representatives,
          successors and assigns and shall inure to the benefit of that party and
          its
          participants, successors and assigns irrespective of whether this or any
          similar
          agreement is executed by any other creditor of the Borrower

         

        15.  Miscellaneous.
          The
          paragraph headings herein are included for convenience of reference only
          and
          shall not constitute a part of this Agreement for any other purpose. This
          Agreement may be executed in any number of counterparts, each of which
          shall be
          an original, but all of which together shall constitute one
          instrument.

         

        16.  Governing
          Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial.
          This
          Agreement shall be governed by and construed in accordance with the substantive
          laws (other than conflict laws) of the State of Colorado. Each party consents
          to
          the personal jurisdiction of the state and federal courts located in the
          State
          of Colorado in connection with any controversy related to this Agreement,
          waives
          any argument that venue in any such forum is not convenient, and agrees
          that any
          litigation initiated by any of them in connection with this Agreement may
          be
          venued in either the state or federal courts located in the City and County
          of
          Denver, Colorado. THE
          PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
          ON OR
          PERTAINING TO THIS AGREEMENT.

         

        
          
             

          

          
            6

            
              

            

          

          
             

          

           

        

        IN
          WITNESS WHEREOF, Avnet and Wells Fargo have executed this Agreement as
          of the
          date and year first above-written.

         

        
          	 	 	 
	 	AVNET
                  PARTNER SOLUTIONS,
	 	A DIVISION OF AVNET, INC.
	 
 	 
 	 
 
	 	By:  	/s/ John
                  Clark
	 	
                  
Name: 
                  John Clark
	 	Its:
                  Authorized Officer


        

        
          	 	 	 
	 	 
	 	WELLS
                  FARGO BANK, NATIONAL
	 	ASSOCIATION,
                  acting
                  through its WELLS
	 	FARGO BUSINESS CREDIT operating
                  division
	 
 	 
 	 
 
	 	By:  	/s/ Aida
                  Sunglao-Canlas
	 	
                  
Name:
                  Aida Sunglao-Canlas
	 	Its:
                  Vice President


        

         

        
          
             

          

          
            7

            
              

            

          

          
             

          

           

        

        Acknowledgment
          by Borrower

         

        The
          undersigned, being the Borrower referred to in the foregoing Agreement,
          hereby
          (i) acknowledges receipt of a copy thereof, (ii) agrees to
          all of the
          terms and provisions thereof, (iii) agrees to and with Wells Fargo
          that it
          shall make no payment on the Avnet Indebtedness that Avnet would not be
          entitled
          to receive under the provisions of the Agreement, (iv) agrees that
          any such
          payment will constitute a default under the Wells Fargo Indebtedness, and
          (v) agrees to mark its books conspicuously to evidence the subordination
          of
          the Avnet Indebtedness effected hereby.

         

        
          	 	 	 
	 	SANZ
                  INC.
	 
 	 
 	 
 
	 	By:  	/s/ Robert
                  C. Ogden
	 	
                  
Name: Robert
                  C. Ogden
	 	Its: Chief
                  Financial Officer


        

         

        
           

        

        
          
             

          

          
            8

            
              

            

          

          
             

          

        


        EXHIBIT
          A

        


        ___________,
          2005

        
          	
                  Avnet
                    Partner Solutions,

                  a
                    division of Avnet, Inc.

                  8700
                    South Price Road 

                  Tempe,
                    Arizona 85284 

                   

                  Attention:
                    Legal Department 

                	 


        

         

        Re: Purchase
          Order No. ______________________ attached hereto

         

        This
          letter refers to (i) the Remittance and Intercreditor Agreement dated as
          of
          September 30, 2005 (the “Agreement”), made by Avnet Partner Solutions, a
          division of Avnet, Inc. (“Avnet”), for the benefit of Wells Fargo Bank, National
          Association (with all its participants, successors and assigns, “Wells Fargo”),
          acting through its Wells Fargo Business Credit operating division and (ii)
          the
          proceeds of the above referenced purchase order (the “Escrowed Payment”) for
          certain accounts belonging to SANZ Inc., a Colorado corporation (the
“Borrower”), which accounts have been assigned to Wells Fargo. Unless the
          context clearly indicates otherwise, all terms used in this letter have
          the same
          meaning as in the Agreement, whether by definition therein or by the context
          in
          which such terms are used therein.

         

        The
          subordination described in this letter is effective only if the Borrower’s
          customer has been instructed to make the Escrowed Payment to the Escrow
          Agent
          under the Escrow Agreement, which Escrow Agreement shall be in form and
          substance satisfactory to Wells Fargo. 

         

        Wells
          Fargo hereby agrees for the benefit of Avnet, its successors and assigns,
          that
          any and all security interests that Wells Fargo may now have in the Escrowed
          Payment are hereby subordinated to the security interest of Avnet in the
          Escrowed Payment, and such Escrowed Payment shall be a “Avnet Priority Account”
          as defined in the Agreement.

         

        
          	
                  WELLS
                    FARGO:

                   

                  WELLS
                    FARGO BANK, NATIONAL 

                  ASSOCIATION,
                    acting
                    through its
                    WELLS 

                  FARGO
                    BUSINESS CREDIT operating
                    division

                   

                  By: __________________________________________

                  Name:
                    Aida Sunglao-Canlas

                  Its:
                    Vice President

                   

                	
                  BORROWER:

                   

                  SANZ
                    INC.

                   

                  By:
                    __________________________________________

                  Name:
                    Robert C. Ogden

                  Its:
                    Chief Financial Officer

                   

                


        

        


        


        
          
             

          

          
            9

            
              

            

          

          
             

          

        

        


        


        EXHIBIT
          B

        


        attach
          copy of Avnet Security Agreement with following legend

        


        THIS
          SECURITY AGREEMENT IS SUBJECT TO THE TERMS OF A REMITTANCE AND INTERCREDITOR
          AGREEMENT BY AVNET PARTNER SOLUTIONS, A DIVISION OF AVNET, INC. IN FAVOR
          OF
          WELLS FARGO BANK, NATIONAL ASSOCIATION, ACTING THROUGH ITS WELLS FARGO
          BUSINESS
          CREDIT OPERATING DIVISION, DATED AS OF SEPTEMBER 30, 2005.

         

        


        
          
             

          

          
            10