Exhibit
        10.01

       

      SUN
        CAPITAL PARTNERS II, LP

      5200
        Town
        Center Circle

      Suite
        470

      Boca
        Raton, FL 33486

      


      November
        23, 2005

      


      SAN
        Holdings, Inc.

      900
        W.
        Castleton Road, Suite 100

      Castle
        Rock, CO 80104

      Attn: Robert
        Ogden 

      


      Mr.
        Ogden:

      


      Reference
        is made to that certain letter agreement, dated as of March 31, 2003, by
        and
        among, Sun Capital Partners II, LP, a Delaware limited partnership (the
        "Fund"),
        and
        SAN Holdings, Inc., a Colorado corporation ("SANZ")
        (the
        "Letter
        Agreement").
        Capitalized terms used herein without definition have the meanings ascribed
        to
        them in the Letter Agreement. 

      


      Pursuant
        to the Harris Loan Authorization Agreement, dated as of May 16, 2003 (as
        amended
        to date, the "Harris
        Loan"),
        SANZ
        has borrowed the aggregate principal amount of $13,000,000 from Harris N.A.
        Such
        amount is guaranteed by the Fund. 

      


      Pursuant
        to the Letter Agreement, SANZ is periodically required to issue Sun a Guaranty
        Warrant. Such Guaranty Warrant is exercisable for the number of shares of
        SANZ
        Common Stock equal to the product of (i) the applicable Warrant Share Amount
        and
        (ii) a fraction, the numerator of which is the aggregate amount of outstanding
        indebtedness of SANZ guaranteed by the Fund in excess of $3,000,000 at the
        time
        such Guaranty Warrant is required to be issued, and the denominator of which
        is
        $2,000,000. 

      


      Because
        the Fund guaranteed an aggregate amount of outstanding indebtedness of SANZ
        on
        the Harris Loan as of November 16, 2005 of $13,000,000, in accordance with
        the
        Letter Agreement, SANZ issued to Sun a Guaranty Warrant on November 16, 2005
        exercisable for 6,539,490 shares of SANZ Common Stock. The number of shares
        of
        SANZ Common Stock for which such Guaranty Warrant was exercisable was calculated
        by multiplying the applicable Warrant Share Amount, i.e.,
        1,307,898, by a fraction, the numerator of which was $10,000,000 (representing
        the aggregate amount of outstanding indebtedness of SANZ guaranteed by the
        Fund
        in excess of $3,000,000), and the denominator of which was $2,000,000.


      


      In
        accordance with the Letter Agreement, SANZ is obligated to issue an additional
        Guaranty Warranty to Sun on the six (6) month anniversary of November 16,
        2005
        and each six (6) month anniversary thereafter so long as the Fund continues
        to
        guaranty the Harris Loan in an amount in excess of $3,000,000. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      Sun
        anticipates purchasing the Harris Loan from Harris N.A. (thereafter, the
        "Sun
        Loan"),
        and
        the Fund anticipates terminating its guaranty of the Harris Loan. In the
        event
        such purchase is consummated and such guaranty is terminated, SANZ agrees
        to
        continue issuing additional Guaranty Warrants to Sun as contemplated by the
        Letter Agreement and as set forth herein, notwithstanding that the Harris
        Loan
        has been purchased by Sun and notwithstanding that the Fund will no longer
        guaranty the obligations of SANZ under the Harris Loan. SANZ will be obligated
        to issue such Guaranty Warrants in the same six (6) month intervals contemplated
        by the Letter Agreement, with each such Guaranty Warrant being exercisable
        for
        the number of shares of SANZ Common Stock equal to the product of (i) the
        applicable Warrant Share Amount and (ii) a fraction, the numerator of which
        shall be the aggregate principal amount owed to Sun under the Sun Loan in
        excess
        of $3,000,000 at such six (6) month interval as a result of Sun purchasing
        the
        Harris Loan, and the denominator of which shall be $2,000,000.

       

      Except
        as
        set forth herein, the Letter Agreement shall remain in full force and effect
        in
        accordance with its original terms. 

        

      


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      This
        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 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/
        M.
        Steven
        Liff                       
           

      M.
        Steven
        Liff, Vice President

      


      Agreed
        and accepted this 23rd day of November, 2005:

      


      SAN
        HOLDINGS, INC.

      


      By: /s/
        John
        Jenkins                               
           

      


      Its:
         Chief
        Executive
        Officer                   
          

      


      SUN
        SOLUNET, LLC

      


      By: 
        /s/
        M.
        Steven
        Liff                            
           

      Name: M.
        Steven
        Liff

      Title:
         Vice
        President