EXHIBIT
        10.01

       

      TENTH
        AMENDMENT TO CREDIT AND SECURITY AGREEMENT

      AND
        WAIVER OF DEFAULTS

       

      This
        Amendment, dated as of November 11, 2005, is made by and among SANZ INC.,
        formerly known as Storage Area Networks, Inc., a Colorado corporation (“SANZ” or
        a “Borrower”), SOLUNET STORAGE, INC., a Delaware corporation (“Solunet” or a
“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting
        through its WELLS FARGO BUSINESS CREDIT operating division. 

       

      Recitals

       

      The
        Borrowers and the Lender are parties to a Credit and Security Agreement dated
        as
        of May 31, 2001, as amended by (i) the First Amendment to Credit and Security
        Agreement and Waiver of Defaults dated as of January 17, 2002; (ii) the Second
        Amendment to Credit and Security Agreement dated as of July 1, 2002; (iii)
        the
        Third Amendment to Credit and Security Agreement dated as of August 15, 2002;
        (iv) the Fourth Amendment to Credit and Security Agreement and Waiver of
        Defaults dated as of March 31, 2003; (v) the Fifth Amendment to Credit and
        Security Agreement and Waiver of Defaults dated as of September 22, 2003;
        (vi)
        the Sixth Amendment to Credit and Security Agreement dated as of February
        12,
        2004; (vii) the Seventh Amendment to Credit and Security Agreement and Waiver
        of
        Defaults dated as of September 3, 2004; (viii) the Eighth Amendment to Credit
        and Security Agreement and Waiver of Defaults dated as of October 29, 2004;
        and
        (ix) the Ninth Amendment to Credit and Security Agreement and Waiver of Defaults
        dated as of March 29, 2005 (as so amended, the “Credit Agreement”). Capitalized
        terms used in these recitals have the meanings given to them in the Credit
        Agreement unless otherwise specified.

       

      The
        Borrowers have requested that certain amendments be made to the Credit
        Agreement, which the Lender is willing to make pursuant to the terms and
        conditions set forth herein.

       

      NOW,
        THEREFORE, in consideration of the premises and of the mutual covenants and
        agreements herein contained, it is agreed as follows:

       

      1.    Defined
        Terms.
        Capitalized terms used in this Amendment which are defined in the Credit
        Agreement shall have the same meanings as defined therein, unless otherwise
        defined herein.

       

      2.    Interest
        Rate Margin.
        The
        Ninth Amendment to the Credit and Security Agreement and Waiver of Defaults
        dated March 29, 2005 established net income milestones that would allow the
        Borrower to reduce the Interest Rate Margin throughout the fiscal year. As
        of
        June 30, 2005 and September 30, 2005, the Borrower reported a loss of $283,000
        and $606,000, respectively. As a result, the Borrower is not entitled to
        a
        decrease in the Interest Rate Margin, and the Interest Rate Margin effective
        as
        of July 1, 2005 is five percent (5.0%).

       

       

      
        
           

        

        
          

          
            

          

        

        
           

        

      

       

      3.    No
        Other Changes.
        Except
        as explicitly amended by this Amendment, all of the terms and conditions
        of the
        Credit Agreement shall remain in full force and effect and shall apply to
        any
        advance thereunder. 

       

      4.    Waiver
        of Defaults.
        The
        Borrowers are in default under Section 7.4 (c) Investments
        and Subsidiaries
        as of
        September 1, 2005 as a result of payments made from SANZ to Solunet (the
        “Existing Defaults”). Upon the terms and subject to the conditions set forth in
        this Amendment, the Lender hereby waives the Existing Defaults. This waiver
        shall be effective only in this specific instance and for the specific purpose
        for which it is given, and this waiver shall not entitle the Borrower to
        any
        other or further waiver in any similar or other circumstances.

       

      5.    Accommodation
        Fee.
        The
        Borrowers shall pay the Lender as of the date hereof a fully earned,
        non-refundable fee in the amount of $2,500 in consideration of the Lender’s
        execution and delivery of this Amendment.

       

      6.    Conditions
        Precedent.
        This
        Amendment, and the waiver set forth in Paragraph 4
        hereof,
        shall be effective when the Lender shall have received an executed original
        hereof, together with each of the following, each in substance and form
        acceptable to the Lender in its sole discretion:

       

      (a)    The
        Acknowledgment and Agreement of Guarantor and the Acknowledgment and Agreement
        of Subordinated Creditor set forth at the end of this Amendment, duly executed
        by the Guarantor and the Subordinated Creditor.

       

      (b)    Payment
        of the fee described in Paragraph 5.

       

      (c)    Such
        other matters as the Lender may require.

       

      7.    Representations
        and Warranties.
        Each
        Borrower hereby represents and warrants to the Lender as follows:

       

      (a)    Each
        Borrower has all requisite power and authority to execute this Amendment
        and to
        perform all of its obligations hereunder, and this Amendment has been duly
        executed and delivered by each Borrower and constitutes the legal, valid
        and
        binding obligation of each Borrower, enforceable in accordance with its
        terms.

       

      (b)    The
        execution, delivery and performance by each Borrower of this Amendment has
        been
        duly authorized by all necessary corporate action and does not (i) require
        any authorization, consent or approval by any governmental department,
        commission, board, bureau, agency or instrumentality, domestic or foreign,
        (ii) violate any provision of any law, rule or regulation or of any
        order,
        writ, injunction or decree presently in effect, having applicability to either
        Borrower, or the articles of incorporation or by-laws of either Borrower,
        or
        (iii) result in a breach of or constitute a default under any indenture
        or
        loan or credit agreement or any other agreement, lease or instrument to which
        either Borrower is a party or by which either Borrower or its properties
        may be
        bound or affected.

       

      
        
           

        

        
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      (c)    All
        of
        the representations and warranties contained in Article V of the Credit
        Agreement are correct on and as of the date hereof as though made on and
        as of
        such date, except to the extent that such representations and warranties
        relate
        solely to an earlier date.

       

      8.    References.
        All
        references in the Credit Agreement to “this Agreement” shall be deemed to refer
        to the Credit Agreement as amended hereby; and any and all references in
        the
        Security Documents to the Credit Agreement shall be deemed to refer to the
        Credit Agreement as amended hereby.

       

      9.    No
        Other Waiver.
        Except
        as set forth in Paragraph 4 hereof, the execution of this Amendment and
        acceptance of any documents related hereto shall not be deemed to be a waiver
        of
        any Default or Event of Default under the Credit Agreement or breach, default
        or
        event of default under any Security Document or other document held by the
        Lender, whether or not known to the Lender and whether or not existing on
        the
        date of this Amendment.

       

      10.    Release.
        Each
        Borrower, and the Guarantor by signing the Acknowledgment and Agreement of
        Guarantor set forth below, and the Subordinated Creditor by signing the
        Acknowledgment and Agreement of Subordinated Creditor set forth below, each
        hereby absolutely and unconditionally releases and forever discharges the
        Lender, and any and all participants, parent corporations, subsidiary
        corporations, affiliated corporations, insurers, indemnitors, successors
        and
        assigns thereof, together with all of the present and former directors,
        officers, agents and employees of any of the foregoing, from any and all
        claims,
        demands or causes of action of any kind, nature or description, whether arising
        in law or equity or upon contract or tort or under any state or federal law
        or
        otherwise, which such Borrower or such Guarantor or such Subordinated Creditor
        has had, now has or has made claim to have against any such person for or
        by
        reason of any act, omission, matter, cause or thing whatsoever arising from
        the
        beginning of time to and including the date of this Amendment, whether such
        claims, demands and causes of action are matured or unmatured or known or
        unknown.

       

      11.    Costs
        and Expenses.
        Each
        Borrower hereby reaffirms its agreement under the Credit Agreement to pay
        or
        reimburse the Lender on demand for all costs and expenses incurred by the
        Lender
        in connection with the Loan Documents, including without limitation all
        reasonable fees and disbursements of legal counsel. Without limiting the
        generality of the foregoing, each Borrower specifically agrees to pay all
        fees
        and disbursements of counsel to the Lender for the services performed by
        such
        counsel in connection with the preparation of this Amendment and the documents
        and instruments incidental hereto. Each Borrower hereby agrees that the Lender
        may, at any time or from time to time in its sole discretion and without
        further
        authorization by such Borrower, make a loan to such Borrower under the Credit
        Agreement, or apply the proceeds of any loan, for the purpose of paying any
        such
        fees, disbursements, costs and expenses and the fee required under Paragraph
        5
        hereof.

       

      
        
           

        

        
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      12.    Joint
        and Several Liability.
        All
        obligations of SANZ and Solunet under this Amendment shall be joint and several.
        All references to the term “Borrower” herein shall refer to each of them
        separately and to both or all of them jointly and each such Person shall
        be
        bound both severally and jointly with the other. Each of SANZ and Solunet
        is
        responsible for all of the Borrower obligations under this Amendment. Notices
        from the Lender to either Borrower shall constitute notice to both. Directions,
        instructions, representations, warranties or covenants made by either Borrower
        to the Lender shall be binding on both.

       

      13.    Miscellaneous.
        This
        Amendment and the Acknowledgment and Agreement of Guarantor and the
        Acknowledgment and Agreement of Subordinated Creditor may be executed in
        any
        number of counterparts, each of which when so executed and delivered shall
        be
        deemed an original and all of which counterparts, taken together, shall
        constitute one and the same instrument.

       

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      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
        executed as of the date first written above.

       

      
        	
                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION, 

                acting
                  through its WELLS FARGO BUSINESS CREDIT

                operating
                  division

                 

                 

                By:  
                  /s/
                  Aida M. Sunglao-Canlas

                
                  

                

                Name: Aida
                  M. Sunglao-Canlas

                Its: Vice
                  President

              	
                SANZ
                  INC.

                 

                 

                 

                By: 
                  /s/
                  John Jenkins

                
                  

                

                Name: John
                  Jenkins

                Its: President

              
	 	 
	 	
                SOLUNET
                  STORAGE, INC.

                 

                 

                By: 
                  /s/
                  Robert C. Ogden

                
                  

                

                Name: Robert
                  C. Ogden

                Its: Chief
                  Financial Officer

              


      

      



      
        
           

        

        
           

          
            

          

        

        
           

          
          

        

      


      ACKNOWLEDGMENT
        AND AGREEMENT OF GUARANTOR

       

      The
        undersigned, a guarantor of the indebtedness of SANZ Inc., formerly known
        as
        Storage Area Networks, Inc., (“SANZ”) to Wells Fargo Bank, National Association
        (the “Lender”), acting through its Wells Fargo Business Credit operating
        division, pursuant to a separate Guaranty dated as of May 31, 2001 (the
“Guaranty”), hereby (i) acknowledges receipt of the foregoing Amendment; (ii)
        agrees and acknowledges that the Guaranty extends to the obligations of Solunet
        to the Lender to the same extent, in the same manner and on the same terms
        as to
        SANZ; (iii) consents to the terms (including without limitation the release
        set
        forth in Paragraph 10 of the Amendment) and execution thereof;
        (iv) reaffirms its obligations to the Lender pursuant to the terms
        of its
        Guaranty; and (v) acknowledges that the Lender may amend, restate,
        extend,
        renew or otherwise modify the Credit Agreement and any indebtedness or agreement
        of the Borrower, or enter into any agreement or extend additional or other
        credit accommodations, without notifying or obtaining the consent of the
        undersigned and without impairing the liability of the undersigned under
        its
        Guaranty for all of the Borrower’s present and future indebtedness to the
        Lender.

       

      
        	 	 	 
	 	SAN
                HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ John
                Jenkins
	 	
                

              
	 	
                Name:  
                  John Jenkins

                Its:       
                  President

              


      

       

      


       


      
        
           

        

        
           

          
            

          

        

        
           

          
          

        

      


      ACKNOWLEDGMENT
        AND AGREEMENT OF SUBORDINATED CREDITOR

       

      The
        undersigned, a subordinated creditor of SANZ Inc., formerly known as Storage
        Area Networks, Inc., (the “Borrower”) to Wells Fargo Bank, National Association
        (the “Lender”), acting through its Wells Fargo Business Credit operating
        division, pursuant to a Subordination Agreement dated as of January 17, 2002
        (the “Subordination Agreement”), hereby (i) acknowledges receipt of the
        foregoing Amendment; (ii) consents to the terms (including without
        limitation the release set forth in Paragraph 10 of the Amendment) and execution
        thereof; (iii) reaffirms its obligations to the Lender pursuant to
        the
        terms of its Subordination Agreement; and (iv) acknowledges that the
        Lender
        may amend, restate, extend, renew or otherwise modify the Loan Documents
        and any
        indebtedness or agreement of the Borrower, or enter into any agreement or
        extend
        additional or other credit accommodations, without notifying or obtaining
        the
        consent of the undersigned and without impairing the obligations of the
        undersigned under its Subordination Agreement.

       

      
        
          	 	 	 
	 	SAN
                  HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ John
                  Jenkins
	 	
                  

                
	 	
                  Name:  
                    John Jenkins

                  Its:       
                    President