Exhibit
      10.30

     

    SAN
      Holdings, Inc.

    9800
      Pyramid Court, #130

    Englewood
      CO 80112

    


    March
      2,
      2007

     

    Mr.
      Todd
      Oseth

    2875
      Stratton Woods View

    Colorado
      Springs CO 80906

    


    Dear
      Todd:

    


    It
      is my
      pleasure to offer you the position of President/CEO of SAN Holdings, Inc. (the
      “Company”). 

    


    Compensation
      Package

    Your
      annual base salary will be $350,000, with an additional bonus targeted at
      $175,000. This bonus will be prorated based upon the commencement of your
      employment for 2007; and the maximum annual bonus attainable will be equal
      to
      100% of your base salary. 

    


    Equity
      Package

    Details
      of equity participation to be determined within the first 90-120 days of
      employment.

    


    Miscellaneous

    The
      vacation policy and benefits will be the same as other senior executives of
      the
      Company. Please be advised that your employment is contingent upon the favorable
      outcome of a security and background check and that your employment is for
      an
      indefinite period and is terminable at the will of either the Company or you,
      with or without cause at any time, subject only to such limitations as may
      be
      imposed by law.

    


    Severance
      Policy

    If
      your
      employment is terminated by the Company without “cause” (as such term will
      ultimately be defined in the stock option plan offered to other senior executive
      officers of the Company), then subject to the execution of a satisfactory
      release by you, you will receive:

    


    
      	-  	
              Regular
                installments of base salary for the next six months (irrespective
                of
                whether you gain employment during that
                period).

            


    

    
      	-  	
              Continued
                medical and dental coverage in accordance with the Company’s plans that
                are then in place until the end of the payment period (Six months).
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        
          	
                	
                  -

                	
                  Upon
                    termination, you shall have a duty to mitigate damages and costs
                    to the
                    Company.

                


        

      

    

    
      	-  	
              The
                maximum period for the non-compete period to be contained in your
                stock
                option grant agreement or other incentive plan in which you are entitled
                to participate will be (i) the severance payment period in the event
                your
                employment is terminated by the Company without “cause”, but in no event
                shall such period exceed six (6) months, and (ii) six (6) months
                in the
                event you resign from the Company or your employment is terminated
                by the
                Company for “cause.”

            


    

    


    Please
      retain a copy of this offer letter for your records and forward an executed
      acceptance to my attention.

    


    Todd,
      I
      am confident that you will find this offer acceptable, and I look forward to
      working with you.

     

    
      	 	 	Sincerely,
	 	 	 
	 	 	 
	
            	 	Michael
              T. Gillen
              Director

            


    

     

    Offer
      Accepted (T. Oseth):  /s/
      Todd A. Oseth 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.30

       

    

    Separation
      and General Release Agreement

     

    This
      Separation and General Release Agreement (this “Agreement”),
      is
      executed March 12, 2007 (the “Execution
      Date”)
      and
      effective as of May 11, 2007 (the “Effective
      Date”),
      by
      and between SAN
      HOLDINGS, INC.,
      a
      Colorado corporation (the “Company”)
      and
JOHN
      JENKINS
      (“Executive,”
and
      together with the Company, the “Parties”).

     

    WHEREAS,
      Executive has been employed by the Company under terms set forth in that certain
      Employment Agreement dated February 1, 2001 by and between Executive and the
      Company (the “Executive
      Employment Agreement”);

     

    WHEREAS,
      Executive’s employment with the Company has ended by agreement of the Parties
      (the “Separation”)
      effective as of the Effective Date (the “Separation
      Date”);

     

    WHEREAS,
      the Parties’ rights and obligations with respect to certain of 
      Executive’s equity interests in the Company are set forth in the Executive
      Employment Agreement, the Company’s 2000 Stock Option Plan, the Company’s 2001
      Stock Option Plan and the Company’s 2003 Stock Option Plan (collectively, the
“Plan”)
      and
      the option grant agreements (collectively, the “Option
      Agreements”)
      by and
      between Executive and Company relating to (a) the grant of 300,000 shares of
      the
      Company’s common stock, no par value per share (“Common
      Stock”)
      under
      the 2000 Stock Option Plan; (b) the grant of 500,000 shares of Common Stock
      under the 2001 Stock Option Plan; and (c) the grant of 1,100,000 shares of
      Common Stock under the 2003 Stock Option Plan (together with the option grant
      agreements referenced in clause (b) above, the “Extended
      Option Agreements”);
      and

     

    WHEREAS,
      the Parties desire to enter into this Agreement in order to set forth the
      definitive rights and obligations of the Parties in connection with the
      Separation.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants, commitments and agreements
      contained herein, and for other good and valuable consideration the receipt
      and
      sufficiency of which is hereby acknowledged, the Parties intending to be legally
      bound hereby agree as follows:

     

    1. Acknowledgment
      of Separation.
      The
      Parties acknowledge and agree that the Separation is effective as of
      the
      Effective Date.

     

    2. Resignation
      of Offices; Transition Period.
      Effective as of the Execution Date, Executive voluntarily resigns his position
      as Chief Executive Officer, President, Director and Chairman of the Board of
      Directors of the Company, and from any and all other offices which
      he holds
      at
      the Company or any of the Company’s subsidiaries or affiliates other than with
      respect to Solunet Storage, Inc. as described below. From the Execution Date
      to
      the Separation Date (the “Transition
      Period”),
      Executive shall remain an employee of the Company and any of the Company’s
      subsidiaries or affiliates that he was an officer prior to the Execution Date
      and shall be entitled to the same base salary and benefits in effect prior
      to
      the Execution Date during such Transition Period. Executive’s title with respect
      to the Company or any of its subsidiaries or affiliates during the Transaction
      Period shall be determined by the Company in its sole discretion; provided,
      that
      Executive shall initially retain the title of President of Solunet Storage,
      Inc.
      during the Transition Period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    3. Executive’s
      Acknowledgment of Consideration.
      Executive specifically acknowledges and agrees that certain of the obligations
      created and payments made to him by the Company under this Agreement are
      promises and payments to which he is not otherwise entitled under any law or
      contract.

     

    4. Payments
      Upon and After the Separation.

     

    (a) Final
      Pay.
      On the
      next regular payroll date following the Separation Date, Executive shall receive
      a lump sum payment of all then-outstanding final wages and accrued unused
      vacation, minus applicable federal, state and local tax withholdings, for
      services performed for the Company through and including the Separation
      Date.

     

    (b) Continuing
      Indemnification of Executive.
      As a
      former officer and director of the Company, Executive shall remain entitled
      to
      all indemnification rights and benefits provided from time to time to other
      officers, directors and former officers and directors of the
      Company.

     

    (c) Severance
      Benefits.
      Beginning on or about the Separation Date, subject to Executive’s execution and
      delivery of the waiver in the form of Exhibit
      A
      attached
      hereto on or after the Separation Date (the “Separation
      Date Waiver”)
      and
      the receipt thereof by the Company, Executive (his heirs or assigns) shall
      be
      entitled to receive the following severance benefits (the “Severance
      Benefits”).
      The
      payment or provision of such Severance Benefits by the Company shall not
      represent any admission or concession by the Company that such benefits are
      owed
      to Executive under any agreement or obligation that might be asserted by or
      on
      behalf of Executive:

     

    (i) Severance
      Pay.
      Subject
      to the conditions set forth in this Section
      4(c),
      Executive’s execution and delivery of and Executive’s performance under this
      Agreement, following the Transition Period, Executive shall be entitled to
      receive, on a salary continuation basis, severance payments totaling $245,000,
      representing 12 months of Executive’s base salary at the rate in effect as of
      the Separation Date, minus applicable tax and other withholdings, which shall
      be
      payable in conformance with the Company’s payroll policies and practices and
      which will begin no later than the Company’s second regular payroll date
      following the end of the Transition Period.

     

    (ii)  Extension
      of Exercise Period and Vesting Period on Extended Option
      Agreements.
      Notwithstanding anything to the contrary set forth in the Extended Option
      Agreements or the Plan, the options subject to the Extended Option Agreements
      shall continue to vest until the end of the Transition Period and the Company
      shall extend the exercise period specified in the Extended Option Agreements
      such that the exercise period with respect to such Extended Option Agreements
      terminates one year from the Separation Date.

     

    (iii) COBRA
      and COBRA Premium Payments.
      Effective as of the Separation Date, as required by the continuation coverage
      provisions of Section 4980B of the U. S. Internal Revenue Code of 1986, as
      amended (“the
      Code”),
      Executive shall be offered the opportunity to elect continuation coverage under
      the group medical plan(s) of the Company (“COBRA
      coverage”).
      The
      Company shall provide Executive with the appropriate COBRA coverage notice
      and
      election form for this purpose. If Executive elects COBRA coverage, Executive
      shall make the same health insurance premium payments as he did prior to the
      Separation and the Company shall pay that portion of Executive’s (and his
      Dependents’) health insurance premiums under COBRA that was paid by the Company
      on Executive’s behalf at the time of the Separation, plus
      any
      administrative fee, for up to 12 months following the Separation Date;
provided,
      however,
      that
      Executive shall notify the Company within two weeks of any change in his
      circumstances that would warrant discontinuation of his COBRA coverage and
      benefits (including but not limited to Executive’s receipt of group medical
      benefits from any other employer). The existence and duration of Executive’s
      rights and/or the COBRA rights of any of Executive’s eligible dependents shall
      be determined in accordance with Section 4980B of the Code.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    5. Confidential
      Information; Non-Competition; Non-Solicitation.

     

    (a) Confidential
      Information. Executive
      acknowledges that the information, observations and data obtained by him
      concerning the business and affairs of the Company during the course of his
      employment with the Company (as more fully defined in Section 4.4 of the
      Executive Employment Agreement), or that may be obtained in connection with
      his assistance
      and cooperation with the Company as set forth in Section
      10
      of this
      Agreement, is the property of the Company. Executive agrees that he will not,
      directly, willfully or negligently disclose to any unauthorized person or use
      for his own account any of such information, observations or data which is
      of a
      confidential or proprietary nature (“Confidential
      Information”)
      without the Company’s written consent, unless, and to the extent, that (i) the
      aforementioned matters become generally known to and available for use by the
      public other than as a result of the Executive’s acts or omissions to act, or
      (ii) he is required to do so by order of a court of competent jurisdiction
      (by subpoena or similar process), in which event Executive shall reasonably
      cooperate with the Company in connection with any action by the Company to
      limit
      or suppress such disclosure. Executive represents, warrants and covenants that
      at no time prior to or contemporaneous with his execution
      of this Agreement has he, directly, willfully or negligently disclosed
      Confidential Information to any unauthorized person or used such Confidential
      Information for his own
      purposes or benefit. Executive acknowledges his understanding
      of his non-competition, non-solicitation and non-disclosure restrictions as
      set
      forth in the Executive Employment Agreement. Executive understands that his
      breach of this Section
      5
      shall
      eliminate his entitlement to any Severance Benefits under this Agreement,
      including such payments already received and, with respect to payments received,
      Executive shall be required to immediately return any such amounts in the event
      of a breach.

     

    (b) Non-Competition
      and Non-Solicitation. Executive
      expressly acknowledges and reaffirms his understanding of and obligations under
      the non-competition and non-solicitation provisions of Section 4.5 of his
      Executive Employment Agreement and under the Option Agreements.

     

    6. General
      Release and Waiver.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (a) General
      Release.
      Executive, for and on behalf of himself and each of his heirs, executors,
      administrators, personal representatives, successors and assigns, to the maximum
      extent permitted by law, hereby acknowledges full and complete satisfaction
      of
      and ABSOLUTELY AND IRREVOCABLY AND UNCONDITIONALLY FULLY AND FOREVER RELEASES,
      ACQUITS AND DISCHARGES San Holdings, Inc., together with its subsidiaries,
      parents and affiliates, including but not limited to Sun Solunet, LLC, Sun
      Capital Partners II, LP and each of their past and present direct and indirect
      stockholders, directors, members, partners, officers, employees, attorneys,
      agents and representatives, and their heirs, executors, administrators, personal
      representatives, successors and assigns (collectively, the “Releasees”),
      from
      any and all claims, demands, suits, causes of action, liabilities, obligations,
      judgments, orders, debts, liens, contracts, agreements, covenants and causes
      of
      action of every kind and nature, whether known or unknown, suspected or
      unsuspected, concealed or hidden, vested or contingent, in law or equity,
      existing by statute, common law, contract or otherwise, which have existed,
      may
      exist or do exist, through and including the execution and delivery by Executive
      of this Agreement (but not including Executive’s or the Company’s performance
      under this Agreement), including, without limitation, any of the foregoing
      arising out of or in any way related to or based upon:

     

    (i) Executive’s
      application for and employment with the Company, his being an officer or
      employee of the Company, or the Separation;

     

    (ii) any
      and
      all claims in tort or contract, and any and all claims alleging breach of an
      express or implied, or oral or written, contract, policy manual or employee
      handbook;

     

    (iii) any
      alleged misrepresentation, defamation, interference with contract, intentional
      or negligent infliction of emotional distress, sexual harassment, negligence
      or
      wrongful discharge; or

     

    (iv) any
      federal, state or local statute, ordinance or regulation, including but not
      limited to labor laws or discrimination laws such as Title VII of the Civil
      Rights Act of 1964, as amended, the Age Discrimination in Employment Act of
      1987, as amended by the Older Workers Benefit Protection Act and otherwise
      (the
“ADEA”),
      the
      Family and Medical Leave Act, the Civil Rights Act set forth at 42 U.S.C. §
1981, the Civil Rights Act of 1986, and the Civil Rights Act of
      1991.

     

    (b) Acknowledgment
      of Waiver; Disclaimer of Benefits.
      Executive acknowledges and agrees that he is waiving all rights to sue or obtain
      equitable, remedial or punitive relief from any or all Releasees of any kind
      whatsoever, including, without limitation, reinstatement, back pay, front pay,
      attorneys’ fees and any form of injunctive relief. Notwithstanding the above,
      Executive further acknowledges that he is not waiving and is not being required
      to waive any right that cannot be waived by law, including the right to file
      a
      charge or participate in an administrative investigation or proceeding;
provided,
      however,
      that
      Executive disclaims and waives any right to share or participate in any monetary
      award resulting from the prosecution of such charge or
      investigation.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (c) Effect
      of Release and Waiver.
      Executive understands and intends that this Section
      6
      constitutes a general release of all claims except as otherwise provided in
      Section
      6(a)
      above,
      and that no reference therein to a specific form of claim, statute or type
      of
      relief is intended to limit the scope of such general release and
      waiver.

     

    (d) Waiver
      of Unknown Claims.
      Executive expressly waives all rights afforded by any statute which limits
      the
      effect of a release with respect to unknown claims. Executive understands the
      significance of his release of unknown claims and his waiver
      of
      statutory protection against a release of unknown claims.

     

    7. Executive’s
      Representations and Covenants Regarding Actions.
      Executive represents, warrants and covenants to each of the Releasees that
      at no
      time prior to or contemporaneous with his execution of this Agreement has he
      knowingly engaged in any wrongful conduct against, on behalf of or as the
      representative or agent of the Company. Executive further represents, warrants
      and covenants to each of the Releasees that at no time prior to or
      contemporaneous with his execution of this Agreement has he filed
      or
      caused or knowingly permitted, or will he file or cause or knowingly permit,
      the
      filing or maintenance, in any state, federal or foreign court, or before any
      local, state, federal or foreign administrative agency or other tribunal, any
      charge, claim or action of any kind, nature and character whatsoever (except
      to
      the extent permissible pursuant to Section 6(b)) (“Claim”),
      known
      or unknown, suspected or unsuspected, which he may
      now
      have or has ever had against the Releasees which is based in whole or in part
      on
      any matter referred to in Section
      6(a)
      above.
      Executive hereby grants the Company his perpetual and irrevocable power of
      attorney with full right, power and authority to take all actions necessary
      to
      dismiss or discharge any such Claim. Executive further covenants and agrees
      that
      he will
      not
      encourage any person or entity, including but not limited to any current or
      former employee, officer, director or stockholder of the Company, to institute
      any Claim against the Releasees or any of them.

     

    8. No
      Disparaging Remarks.
      Executive hereby covenants to each of the Releasees and agrees that
      he shall
      not, directly or indirectly, make or solicit or encourage others to make or
      solicit any disparaging remarks concerning the Releasees, or any of their
      products, services, businesses or activities. Executive understands that his
      breach of this Section
      8
      (as
      determined by a court of competent jurisdiction) shall eliminate his entitlement
      to any Severance Benefits under this Agreement, including such payments already
      received and, with respect to payments received, Executive shall be required
      to
      immediately return any such amounts to the Company in the event of a
      breach.

     

    9. No
      Conflict of Interest.
      Executive hereby covenants and agrees that he shall
      not, directly or indirectly, incur any obligation or commitment, or enter into
      any contract, agreement or understanding, whether express or implied, and
      whether written or oral, which would be in conflict with his obligations,
      covenants or agreements hereunder or which could cause any of his
      representations or warranties made herein to be untrue or
      inaccurate.

     

    10. Assistance,
      Cooperation, Future Litigation. 

     

    (a) Executive’s
      Business Assistance and Cooperation.
      Executive shall make himself reasonably
      available to assist and cooperate with the Company in connection with any
      internal and/or independent review of the Company’s financial policies,
      procedures and activities in respect of all periods during which Executive
      was
      employed by the Company.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (b) Executive’s
      Litigation Assistance and Cooperation.
      Executive acknowledges and affirms his understanding that he may
      be a
      witness in litigation, arbitrations, government or other administrative
      proceedings involving the Company, and/or the other Releasees. Executive hereby
      covenants and agrees to testify truthfully in any and all such litigation,
      arbitrations, government or administrative proceedings. Executive further
      covenants and agrees, upon prior notice and for no further compensation, to
      make
      himself reasonably
      available to and otherwise reasonably assist and cooperate with the Company
      and/or such other Releasees and with its or their respective attorneys and
      advisors in connection with any such litigation or administrative proceeding.
      The Company will make all reasonable efforts to insure that such assistance
      and
      cooperation will not materially interfere with Executive’s employment and
      business responsibilities.

     

    (c) Executive’s
      Expenses.
      Executive shall be entitled to reimbursement of any reasonable pre-approved
      out-of-pocket expenses for travel, lodging, meals and other transportation
      incurred by him in
      relation to any cooperation supplied by Executive as described in this
Section
      10,
      subject
      to the Company’s regular business expense policies and procedures.

     

    11. Confidentiality.
      The
      Company and Executive agree that the terms and conditions of this Agreement
      are
      to be strictly confidential, except that Executive may disclose the terms and
      conditions to his family,
      attorneys, accountants, tax consultants, state and federal tax authorities
      or as
      may otherwise be required by law. The Company may disclose the terms and
      conditions of this Agreement as the Company deem necessary to their officers,
      employees, board of directors, stockholders, insurers, attorneys, accountants,
      state and federal tax authorities, or as may otherwise be required by law or
      the
      reporting requirements of the Federal securities laws. Executive asserts that
      he has
      not
      discussed, and agrees that except as expressly authorized by the Company
      he will
      not
      discuss, this Agreement or the circumstances of his Separation with any employee
      of the Company, and that he will
      take
      affirmative steps to avoid or absent himself from
      any
      such discussion even if he is
      not an
      active participant therein. EXECUTIVE ACKNOWLEDGES THE SIGNIFICANCE AND
      MATERIALITY OF THIS PROVISION TO THIS AGREEMENT, AND HIS UNDERSTANDING THEREOF.
      

     

    12. Return
      of Corporate Property; Conveyance of Information. 

     

    (a) Company
      Property.
      Upon
      his Separation, Executive hereby covenants and agrees to immediately return
      all
      documents, keys, credit cards (without further use thereof), and all other
      items
      which are the property of the Company and/or which contain Confidential
      Information; and, in the case of documents, to return any and all materials
      of
      any kind and in whatever medium evidenced, including, without limitation, all
      hard disk drive data, diskettes, microfiche, photographs, negatives, blueprints,
      printed materials, tape recordings and videotapes.

     

    (b) Information.
      Executive hereby acknowledges and affirms that he possesses intellectual
      information regarding the Company and their businesses, operations, and customer
      relationships. In addition to the obligation to turn over any physical
      embodiment of such information as defined in the Federal Rules of Civil
      Procedure and pursuant to Section
      12(a),
      above,
      and to keep such information strictly confidential pursuant to Section
      5,
      above,
      Executive agrees to make himself available from time to time at the
      Company’s
      request
      (during normal business hours and with reasonable prior notice) to discuss
      and
      disseminate such information and to otherwise cooperate with the Company’s
      efforts relating thereto.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    13. Remedies.
      Executive hereby acknowledges and affirms that in the event of any breach by
      Executive of any of his covenants, agreements and obligations hereunder,
      monetary damages would be inadequate to compensate the Releasees or any of
      them.
      Accordingly, in addition to other remedies which may be available to the
      Releasees hereunder or otherwise at law or in equity, any Releasee shall be
      entitled to specifically enforce such covenants, obligations and restrictions
      through injunctive and/or equitable relief, in each case without the posting
      of
      any bond or other security with respect thereto. Should any provision hereof
      be
      adjudged to any extent invalid by any court or tribunal of competent
      jurisdiction, each provision shall be deemed modified to the minimum extent
      necessary to render it enforceable.

     

    14. Acknowledgment
      of Voluntary Agreement; ADEA Compliance.
      Executive acknowledges that he has entered into this Agreement freely and
      without coercion, that he has been advised by the Company to consult with
      counsel of his choice, that he has had adequate opportunity to so consult,
      and
      that he has been given all time periods required by law to consider this
      Agreement, including but not limited to the 21-day period required by the ADEA
      (the “Consideration
      Period”).
      Executive understands that he may execute this Agreement less than 21 days
      from
      its receipt from the Company, but agrees that such execution will represent
      his
      knowing waiver of such Consideration Period. Executive further acknowledges
      that
      within the 7-day period following his execution of this Agreement (the
“Revocation
      Period”),
      he
      shall have the unilateral right to revoke this Agreement, and that the Company’s
      obligations hereunder shall become effective only upon the expiration of the
      Revocation Period without Executive’s revocation hereof. In order to be
      effective, notice of Executive’s revocation of this Agreement must be received
      by the Company in writing on or before the last day of the Revocation
      Period.

     

    15. Complete
      Agreement; Inconsistencies.
      This
      Agreement, including the Executive Employment Agreement, the Plan, the Option
      Agreements, the Separation Date Waiver and any other documents referenced
      herein, constitute the complete and entire agreement and understanding of the
      Parties with respect to the subject matter hereof, and supersedes in its
      entirety any and all prior understandings, commitments, obligations and/or
      agreements, whether written or oral, with respect thereto; it being understood
      and agreed that this Agreement and including the mutual covenants, agreements,
      acknowledgments and affirmations contained herein, is intended to constitute
      a
      complete settlement and resolution of all matters set forth in Section
      6
      hereof.

     

    16. No
      Strict Construction.
      The
      language used in this Agreement shall be deemed to be the language mutually
      chosen by the Parties to reflect their mutual intent, and no doctrine of strict
      construction shall be applied against any Party.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    17. No
      Admission of Liability.
      Nothing
      herein shall be deemed or construed to represent an admission by the Company
      or
      the Releasees of any violation of law or other wrongdoing of any kind
      whatsoever.

     

    18. Third
      Party Beneficiaries.
      The
      Releasees are intended third-party beneficiaries of this Agreement, and this
      Agreement may be enforced by each of them in accordance with the terms hereof
      in
      respect of the rights granted to such Releasees hereunder. Executive’s heirs or
      assigns also are intended third-party beneficiaries with respect to the payments
      set forth in Section
      4
      of this
      Agreement in the event of Executive’s death, and this Agreement may be enforced
      by each of them in accordance with the terms of that Section
      4
      in
      respect of the rights granted to such heirs or assigns therein. Except and
      to
      the extent set forth in the preceding two sentences, this Agreement is not
      intended for the benefit of any person other than the Parties, and no such
      other
      person shall be deemed to be a third party beneficiary hereof. Without limiting
      the generality of the foregoing, it is not the intention of the Company to
      establish any policy, procedure, course of dealing or plan of general
      application for the benefit of or otherwise in respect of any other employee,
      officer, director or stockholder, irrespective of any similarity between any
      contract, agreement, commitment or understanding between the Company and such
      other employee, officer, director or stockholder, on the one hand, and any
      contract, agreement, commitment or understanding between the Company and
      Executive, on the other hand, and irrespective of any similarity in facts or
      circumstances involving such other employee, officer, director or stockholder,
      on the one hand, and Executive, on the other hand.

     

    19. Tax
      Withholdings.
      Notwithstanding any other provision herein, the Company shall be entitled to
      withhold from any amounts otherwise payable hereunder to Executive any amounts
      required to be withheld in respect of federal, state or local
      taxes.

     

    20. Notices.
      All
      notices, consents, waivers and other communications required or permitted by
      this Agreement shall be in writing and shall be deemed given to a Party when:
      (a) delivered to the appropriate address by hand or by nationally
      recognized overnight courier service (costs prepaid); (b) sent by facsimile
      or
      e-mail with confirmation of transmission by the transmitting equipment; or
      (c) three (3) days following mailing by certified or registered mail,
      postage prepaid and return receipt requested, in each case to the following
      addresses, facsimile numbers or e-mail addresses and marked to the attention
      of
      the Party (by name or title) designated below (or to such other address,
      facsimile number, e-mail address or person as a Party may designate by notice
      to
      the other Parties):

     

    If
      to the
      Company:

     

    SAN
      Holdings, Inc. 

    9800
      Pyramid Court, Ste. 130

    Englewood,
      Colorado 80112

    Attn: Robert
      C.
      Ogden

     

    With
      a
      mandatory copy to:

     

    Kutak
      Rock LLP

    1801
      California Street, Suite 3100

    Denver,
      Colorado 80202

    Attn:
      Robert J. Ahrenholz and Joshua M. Kerstein

    Ph: (303)
      297-2400

    Fax: (303)
      292-7799

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    With
      a
      mandatory copy to: 

     

    
      
        	 	
                Sun
                  Capital Partners II, LLP

                
                  5200
                    Town Center Circle, Suite 470

                  Boca
                    Raton, Florida 33486

                

              


      

    

    
      	 	
              Attn:

            	
              C.
                Deryl Couch

            


    

    
      	 	
              Ph:
                

            	
              (561)
                394-0550

            


    

    
      	 	
              Fax:
                

            	
              (561)
                394-0540

            


    

     

    With
      a
      mandatory copy to:

     

    Kirkland &
      Ellis LLP

    200
      East
      Randolph Drive

    Chicago,
      Illinois 60601

    Attn:
      Douglas C. Gessner, P.C. 

    Ph:
       (312)
      861-2000

    Fax:
       (312)
      861-2200

     

    If
      to
      Executive:

     

    John
      Jenkins

    5235
      E.
      Princeton Avenue

    Englewood,
      CO 80111

     

    21. Governing
      Law.
      All
      issues and questions concerning the construction, validity, enforcement and
      interpretation of this Agreement shall be governed by, and construed in
      accordance with, the laws of the State of Colorado, without giving effect to
      any
      choice of law or conflict of law rules or provisions that would cause the
      application hereto of the laws of any jurisdiction other than the State of
      Colorado. In furtherance of the foregoing, the internal law of the State of
      Colorado shall control the interpretation and construction of this Agreement,
      even though under any other jurisdiction’s choice of law or conflict of law
      analysis the substantive law of some other jurisdiction may ordinarily
      apply.

     

    22. Severability.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall otherwise remain in full force and effect.

     

    23. Counterparts.
      This
      Agreement may be executed in separate counterparts, each of which shall be
      deemed to be an original and all of which taken together shall constitute one
      and the same agreement.

     

    24. Successors
      and Assigns.
      The
      Parties’ obligations hereunder shall be binding upon their successors and
      assigns. The Parties’ rights and the rights of the other Releasees shall inure
      to the benefit of, and be enforceable by, any of the Parties’ and Releasees’
respective successors and assigns. The Company may assign all rights and
      obligations of this Agreement to any successor in interest to the assets of
      the
      Company. In the event that the Company are dissolved, all obligations of the
      Company under this Agreement shall be provided for in accordance with applicable
      law.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    25. Amendments
      and Waivers.
      Except
      with respect to any non-competition or similar post-employment restrictions,
      which shall be subject to modification by a court of competent jurisdiction
      pursuant to their express terms (as may be modified herein), no amendment to
      or
      waiver of this Agreement or any of its terms shall be binding upon any Party
      unless consented to in writing by such Party.

     

    26. Headings.
      The
      headings of the Sections and subsections hereof are for purposes of convenience
      only, and shall not be deemed to amend, modify, expand, limit or in any way
      affect the meaning of any of the provisions hereof.

     

    27. Disputes.
      Except
      as set forth in this paragraph, any dispute, claim or difference arising out
      of
      this Agreement will be settled exclusively by binding arbitration in accordance
      with the rules of the Federal Mediation and Conciliation Service (“FMCS”).
      The
      arbitration will be held in the City of Denver, State of Colorado, unless
      Executive and the Company mutually agree otherwise. Nothing contained in this
Section
      27
      will be
      construed to limit or preclude a Party from bringing any action in any court
      of
      competent jurisdiction for injunctive or other provisional relief to compel
      another party to comply with its obligations under this Agreement or any other
      agreement between or among the Parties during the pendency of the arbitration
      proceedings. Subject to the proviso in this sentence below, each Party shall
      bear its own costs and fees of the arbitration, and the fees and expenses of
      the
      arbitrator will be borne equally by the Parties unless the arbitrator determines
      that any Party has acted in bad faith, in which event the arbitrator shall
      have
      the discretion to require any one or more of the Parties to bear all or any
      portion of fees and expenses of the Parties and/or the fees and expenses of
      the
      arbitrator; provided,
      however,
      that
      with respect to claims that, but for this mandatory arbitration clause, could
      be
      brought against the Company under any applicable federal or state labor or
      employment law (“Employment
      Law”),
      the
      arbitrator shall be granted and shall be required to exercise all discretion
      belonging to a court of competent jurisdiction under such Employment Law to
      decide the dispute, whether such discretion relates to the provision of
      discovery, the award of any remedies or penalties, or otherwise. As to claims
      not relating to Employment Laws, the arbitrator shall have the authority to
      award any remedy or relief that a Court of the State of Colorado could order
      or
      grant. The decision and award of the arbitrator shall be in writing and copies
      thereof shall be delivered to each Party. The decision and award of the
      arbitrator shall be binding on all Parties. In rendering such decision and
      award, the arbitrator shall not add to, subtract from or otherwise modify the
      provisions of this Agreement.

     

    *
      * * *
      *

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the Parties have executed this Separation and General Release
      Agreement as of the Execution Date, effective as of the Effective
      Date.

     

    READ
      CAREFULLY BEFORE SIGNING

     

    I
      have
      read this Separation and General Release Agreement and have had the opportunity
      to consult legal counsel prior to my signing of this Agreement. I understand
      that by executing this Agreement I will relinquish any right or demand I may
      have against the Releasees or any of them.

     

    
      	 	 	 
	DATED:______________________	By:  	/s/ 
John
              Jenkins   
	 	
              
John
              Jenkins
	 	 


    

     

    
      
        	 	 	 
	 	SAN
                HOLDINGS, INC.
	 
 	 
 	 
 
	DATED: March
                12, 2007	By:  	/s/ 
Robert
                C. Ogden  
	 	
                

                Name:
                  Robert C. Ogden

                Title:
                  Chief Financial Officer and
                  Secretary

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    Separation
      Date Waiver

     

    This
      waiver (this “Waiver”)
      is
      executed pursuant to the requirements of Section 4(c) of the Separation and
      General Release Agreement (the “Agreement”),
      executed March 12, 2007 and effective as of May 11, 2007, by and between
SAN
      HOLDINGS, INC.,
      a
      Colorado corporation (the “Company”)
      and
JOHN
      JENKINS
      (“Executive”).
      Capitalized terms used but not defined herein have the respective meanings
      set
      forth in the Agreement.

     

    1.               
      Confidential
      Information; Non-Competition; Non-Solicitation.

     

    (a) Executive
      hereby represents, warrants and covenants that at no time prior to or
      contemporaneous with the Separation Date has he, directly, willfully or
      negligently disclosed Confidential Information to any unauthorized person or
      used such Confidential Information for his own
      purposes or benefit. Executive acknowledges his understanding
      of his non-competition, non-solicitation and non-disclosure restrictions as
      set
      forth in the Executive Employment Agreement. Executive understands that his
      breach of this representation, warranty and covenant or the corresponding
      representation, warranty and covenant in Section
      5
      of the
      Agreement shall eliminate his entitlement to any Severance Benefits under the
      Agreement, including such payments already received and, with respect to
      payments received, Executive shall be required to immediately return any such
      amounts in the event of a breach.

     

    (b) Executive
      expressly acknowledges and reaffirms his understanding of and obligations under
      the non-competition and non-solicitation provisions of Section 4.5 of his
      Executive Employment Agreement and under the Option Agreements.

     

    2.              
      General
      Release and Waiver.

     

    (a) Executive,
      for and on behalf of himself and each of his heirs, executors, administrators,
      personal representatives, successors and assigns, to the maximum extent
      permitted by law, hereby acknowledges full and complete satisfaction of and
      ABSOLUTELY AND IRREVOCABLY AND UNCONDITIONALLY FULLY AND FOREVER RELEASES,
      ACQUITS AND DISCHARGES San Holdings, Inc., together with its subsidiaries,
      parents and affiliates, including but not limited to Sun Solunet, LLC, Sun
      Capital Partners II, LP and each of their past and present direct and indirect
      stockholders, directors, members, partners, officers, employees, attorneys,
      agents and representatives, and their heirs, executors, administrators, personal
      representatives, successors and assigns (collectively, the “Releasees”),
      from
      any and all claims, demands, suits, causes of action, liabilities, obligations,
      judgments, orders, debts, liens, contracts, agreements, covenants and causes
      of
      action of every kind and nature, whether known or unknown, suspected or
      unsuspected, concealed or hidden, vested or contingent, in law or equity,
      existing by statute, common law, contract or otherwise, which have existed,
      may
      exist or do exist, through and including the execution and delivery by Executive
      of this Waiver (but not including Executive’s or the Company’s performance under
      the Agreement), including, without limitation, any of the foregoing arising
      out
      of or in any way related to or based upon:

     

    (i) Executive’s
      application for and employment with the Company, his being an officer or
      employee of the Company, or the Separation;

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

       

    

    (ii) any
      and
      all claims in tort or contract, and any and all claims alleging breach of an
      express or implied, or oral or written, contract, policy manual or employee
      handbook;

     

    (iii) any
      alleged misrepresentation, defamation, interference with contract, intentional
      or negligent infliction of emotional distress, sexual harassment, negligence
      or
      wrongful discharge; or

     

    (iv) any
      federal, state or local statute, ordinance or regulation, including but not
      limited to labor laws or discrimination laws such as Title VII of the Civil
      Rights Act of 1964, as amended, the Age Discrimination in Employment Act of
      1987, as amended by the Older Workers Benefit Protection Act and otherwise,
      the
      Family and Medical Leave Act, the Civil Rights Act set forth at 42 U.S.C. §
1981, the Civil Rights Act of 1986, and the Civil Rights Act of
      1991.

     

    (b) Executive
      acknowledges and agrees that he is waiving all rights to sue or obtain
      equitable, remedial or punitive relief from any or all Releasees of any kind
      whatsoever, including, without limitation, reinstatement, back pay, front pay,
      attorneys’ fees and any form of injunctive relief. Notwithstanding the above,
      Executive further acknowledges that he is not waiving and is not being required
      to waive any right that cannot be waived by law, including the right to file
      a
      charge or participate in an administrative investigation or proceeding;
      provided, however, that Executive disclaims and waives any right to share or
      participate in any monetary award resulting from the prosecution of such charge
      or investigation.

     

    (c) Executive
      understands and intends that this Section 2 of the Waiver constitutes a general
      release of all claims except as otherwise provided in Section 2(a) above, and
      that no reference therein to a specific form of claim, statute or type of relief
      is intended to limit the scope of such general release and waiver.

     

    (d) Executive
      expressly waives all rights afforded by any statute which limits the effect
      of a
      release with respect to unknown claims. Executive understands the significance
      of his release of unknown claims and his waiver of statutory protection against
      a release of unknown claims.

     

    3. 
Executive’s
      Representations and Covenants Regarding Actions.
      Executive represents, warrants and covenants to each of the Releasees that
      at no
      time prior to or contemporaneous with his execution of this Waiver has he
      knowingly engaged in any wrongful conduct against, on behalf of or as the
      representative or agent of the Company. Executive further represents, warrants
      and covenants to each of the Releasees that at no time prior to or
      contemporaneous with his execution of this Waiver has he filed or caused or
      knowingly permitted, or will he file or cause or knowingly permit, the filing
      or
      maintenance, in any state, federal or foreign court, or before any local, state,
      federal or foreign administrative agency or other tribunal, any charge, claim
      or
      action of any kind, nature and character whatsoever (except to the extent
      permissible pursuant to Section 2(b)) (“Claim”),
      known
      or unknown, suspected or unsuspected, which he may now have or has ever had
      against the Releasees which is based in whole or in part on any matter referred
      to in Section 2(a) above. Executive hereby grants the Company his perpetual
      and
      irrevocable power of attorney with full right, power and authority to take
      all
      actions necessary to dismiss or discharge any such Claim. Executive further
      covenants and agrees that he will not encourage any person or entity, including
      but not limited to any current or former employee, officer, director or
      stockholder of the Company, to institute any Claim against the Releasees or
      any
      of them.

    


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        A-3

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, Executive has executed this Waiver as of the date specified
      below. 

     

    READ
      CAREFULLY BEFORE SIGNING

     

    I
      have
      read this Waiver and the Agreement and have had the opportunity to consult
      legal
      counsel prior to my signing of this Waiver. I understand that by executing
      this
      Waiver I will relinquish any right or demand I may have against the Releasees
      or
      any of them.

     

    
      	 	 	 
	 
 	 
 	 
 
	DATED: 	By:  	 
	 	
              
John
              Jenkins
	 	 


    

     

    
      
        
        

      

      
        A-4