EXHIBIT
        10.01
BONUS
      AGREEMENT

     

    This
      BONUS AGREEMENT (this "Agreement")
      is
      entered into as of this 13th
      day of
      November, 2007, by and between San Holdings, Inc, a Colorado corporation (the
      "Company"),
      and
      Todd Oseth, an individual ("Employee"),
      on
      the following terms and conditions:

     

    	1.  	
            Pursuant
              to the terms and conditions of this Agreement, the Company shall pay
              Employee a cash bonus (the “Bonus”)
              in an aggregate amount of [$262,500].
              Employee agrees and acknowledges that if Employee (i) is no longer
              an
              employee, for whatever reason, of the Company or its affiliates as
              of the
              Payment Date (as defined below), or (ii) breaches or violates (as
              determined in the sole discretion of the Company's Board of Directors)
              any
              of the terms or provisions of this Agreement, any grant agreement whereby
              the Company or
              any of its affiliates granted (or in the future grants) options or
              other
              securities to Employee, or any employment, bonus, option grant or other
              agreement between Employee and the Company or any of its affiliates
              on or
              before the Payment Date, then Employee will not be entitled to be paid
              the
              Bonus.

          


     

    	2.  	
            The
              Bonus shall be payable, subject to the terms hereof, as follows:
              

          


     

    	(a)  	
            Upon
              the occurrence of a Change in Control (as defined below), the Company
              shall pay Employee an amount equal to $262,500
              on
              the date of the Change in Control (the “Payment
              Date”);
              provided,
              however,
              that the Company shall not be obligated to pay the Bonus to Employee
              if
              Employee has been offered employment subsequent to the Change in Control
              with the Company, the other party to the Change in Control transaction
              or
              their affiliates and (i) the position offered to Employee consists
              of
              authority and duties generally consistent with or greater than Employee’s
              employment position with the Company at the time of the closing of
              the
              Change in Control transaction (the “Closing”),
              and (ii) Employee’s base and bonus compensation for such position is equal
              to or greater than Employee’s base and bonus compensation in Employee’s
              employment position with the Company at the time of the Closing.
              

          


     

    	(b)  	
             For
              purposes of this Agreement, "Change
              in Control"
              shall mean (i) a merger with or into, a consolidation with or other
              transaction with another entity (other than any such transaction for
              the
              purpose of changing the Company's domicile or form of organization)
              in
              which the beneficial owners of the outstanding voting stock of the
              Company
              immediately prior to such transaction are the beneficial owners of
              less
              than fifty percent (50%) of the outstanding voting stock of the surviving
              entity immediately after such transaction, (ii) a sale of all or
              substantially all of the assets of the Company, or (iii) a transaction
              or
              series of related transactions (other than a merger or a transaction
              or
              series of transactions involving the sale of securities by the Company
              for
              primarily financing purposes) in which any person or group of persons
              becomes the beneficial owner of equity securities possessing more than
              fifty percent (50%) of the total combined voting power of the Company’s
              outstanding equity securities; provided,
              however,
              that the term “Change in Control” shall not include transactions (x) with
              affiliates of Sun Capital Partners, Inc. (“Sun”)
              or the Company, or (y) pursuant to which more than fifty percent (50%)
              of
              the shares of voting stock of the surviving or acquiring entity is
              owned
              and/or controlled (by agreement or otherwise), directly or indirectly,
              by
              Sun or its affiliates; provided,
              further,
              that a transaction shall not constitute a Change in Control unless
              the
              transaction also constitutes a change in the ownership or effective
              control of the
              Company, or in the ownership of a substantial portion of the Company's
              assets, within the meaning of Section 409A(a)(2)(A)(v) of the Internal
              Revenue Code of 1986, as amended (the "Code"),
              and the regulations or other published guidance (including, without
              limitation, Treasury Regulation Section 1.409A-3) promulgated
              thereunder.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	(c)  	
            Anything
              in this Agreement to the contrary notwithstanding, in the event it
              shall
              be determined that any payment by the Company in connection with a
              Change
              in Control to or for the benefit of Employee (whether paid or payable
              pursuant to the terms of this Agreement or otherwise) (a "Payment")
              would be nondeductible by the Company for Federal income tax purposes
              because of Section 280G of the Code, then the amount payable to Employee
              hereunder shall be reduced to the Reduced Amount (as hereinafter defined).
              The "Reduced
              Amount"
              shall be the maximum amount of the Payment which could be paid hereunder
              without causing all or any portion of a Payment to be nondeductible
              by the
              Company because of Section 280G of the
              Code.

          


     

    	3.  	
            The
              permitted payment events specified in Section 2 are intended to
              comply with the provisions of Section 409A(a)(2) of the Code . The
              Company
              may make any changes to this Agreement it determines in its sole
              discretion are necessary to comply with the provisions of Code Section
              409A and any final, proposed, or temporary regulations or any other
              guidance issued thereunder without the consent of
              Employee.

          


     

    	4.  	
            The
              Company, or its designated paying agent, may withhold from any amounts
              payable to Employee under this Agreement such foreign, federal, state,
              local and other taxes as may be required to be withheld pursuant to
              any
              applicable law or regulation.

          


     

    	5.  	
            Employee
              agrees to abide by and hereby reaffirms the covenants and agreements
              set
              forth in this Agreement, any grant agreement whereby the Company or
              any of
              its affiliates granted (or in the future grants) options or other
              securities to Employee, or any employment, bonus, option grant or other
              agreement between Employee and the Company or any of its affiliates;
              and
              agrees that this Agreement constitutes additional consideration in
              support
              of such covenants and agreements.

          


     

    	6.  	
            This
              Agreement is legally binding on the parties and their respective
              successors and assigns. It may be executed in counterparts, each of
              which
              shall be deemed an original, but all of which together shall constitute
              one and the same instrument. It constitutes the entire agreement and
              understanding of the parties with respect to the subject matter hereof,
              and supersedes and preempts any prior written or oral agreements
              understandings, or representations with respect thereto. Except as
              set
              forth herein, the terms and provisions of this Agreement cannot be
              terminated, modified or amended except in a writing signed by the party
              against whom enforcement is sought. This Agreement shall be governed
              by,
              and construed and, except as set forth in the next to last sentence
              of
              this paragraph, interpreted in accordance with, the laws of the State
              of
              Colorado, and any suit, action or proceeding arising out of or relating
              to
              this Agreement shall be commenced and maintained in any court of competent
              subject matter jurisdiction located in the state of Colorado. In any
              suit,
              action or proceeding arising out of or in connection with this Agreement,
              the prevailing party shall be entitled to recover from the other party,
              upon final judgment on the merits, all attorneys’ fees and disbursements
              actually billed to such party, including all such fees and disbursements
              incurred at trial, during any appeal or during negotiations. None of
              Employee’s rights under this Agreement may be transferred, assigned,
              pledged or encumbered. Any ambiguity with respect to any term of this
              Agreement or any interpretation thereof shall be resolved in the sole
              discretion of the Company's Board of Directors. EACH OF THE PARTIES
              TO
              THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO
              A TRIAL
              BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF, CONNECTED
              WITH
              OR RELATING TO THIS AGREEMENT, THE MATTERS CONTEMPLATED HEREBY, OR
              THE
              ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
              OR
              ENFORCEMENT OF THIS AGREEMENT.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	7.  	
            Employee
              agrees and acknowledges that nothing in this Agreement shall confer
              upon
              Employee any right to continue in the employ of the Company or any
              of its
              subsidiaries or affiliates, or interfere in any way with any right
              of the
              Company or any of its subsidiaries or affiliates to terminate such
              employ-ment at any time for any reason whatsoever (whether for cause
              or
              without cause) without liability to the Company or any of its subsidiaries
              or affiliates.

          


     

    
      	
              8.
                 

            	
              This
                Agreement shall remain in effect until the earlier of (i) a Change
                in
                Control, or (ii) March 31, 2008. If no Change in Control has occurred
                on
                or before March 31, 2008, this Agreement shall be null and void and
                of no
                further effect.

            


    

     

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

     

    
      	 	
              SAN
                HOLDINGS, INC.

            
	
              Accepted
                and Agreed:

            	 
	
              /s/
                Todd Oseth

            	
              By:

            	
              /s/
                David Rosenthal

            
	
              Todd
                Oseth

            	 	
              Name:

            	
              David
                Rosenthal

            
	 	 	
              Title:

            	
              CFO