FOURTEENTH
      AMENDMENT TO CREDIT AND SECURITY AGREEMENT

     

    This
      Amendment, dated as of September 17, 2007, 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;
      (ix)
      the Ninth Amendment to Credit and Security Agreement and Waiver of Defaults
      dated as of March 29, 2005; (x) the Tenth Amendment to Credit and Security
      Agreement and Waiver of Defaults dated as of November 11, 2005; (xi) the
      Eleventh Amendment to Credit and Security Agreement and Waiver of Defaults
      dated
      as of April 17, 2006; (xii) the Twelfth Amendment to Credit and Security
      Agreement dated as of April 2, 2007; and (xiii) the Thirteenth Amendment to
      Credit and Security Agreement dated as of August 6, 2007 (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.
      In
      addition, Section 1.1 of the Credit Agreement is amended by adding or amending
      as the case may be, the following definitions:

     

    “Book
      Net Worth”
means
      the aggregate of the common and preferred stockholders’ equity in the Borrower,
      determined in accordance with GAAP, and calculated without regard to (i) any
      change in the valuation of goodwill made in accordance with FASB Accounting
      Standard 142, (ii) any non-cash effects of accounting for stock based
      compensation in accordance with FASB pronouncement SFAS 123(r), and (iii) for
      the fiscal year ending December 31, 2007, any non-cash asset impairment charges
      in accordance with FASB pronouncement SFAS 86 and SFAS 144 related to the sale
      of EarthWhere Division.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Eligible
      Accounts”
means
      all unpaid Accounts, net of any credits, except the following shall not in
      any
      event be deemed Eligible Accounts:

     

    (i) That
      portion of Accounts, other than Lockheed Martin Corp. and Hewlett Packard Co.,
      unpaid 90 days or more after the invoice date, and that portion of Accounts
      owed by Lockheed Martin Corp. and Hewlett Packard Co. unpaid 120 days or more
      after the invoice date;

     

    (ii) That
      portion of Accounts that is disputed or subject to a claim of offset or a contra
      account;

     

    (iii) That
      portion of Accounts not yet earned by the final delivery of goods or rendition
      of services, as applicable, by the Borrower to the customer;

     

    (iv) Accounts
      owed by any unit of government, whether foreign or domestic (provided, however,
      that there shall be included in Eligible Accounts (i) that portion of Accounts
      owed by such units of government for which the Borrower has provided evidence
      satisfactory to the Lender that (A) the Lender has a first priority perfected
      security interest and (B) such Accounts may be enforced by the Lender directly
      against such unit of government under all applicable laws and (ii) that portion
      of Accounts, not older than 15 business days after the invoice date, owed by
      the
      U.S. Government which are not secured by an assignment of claims to the Lender,
      for which the Borrower has provided evidence satisfactory to the Lender that
      the
      assignment of claims has been properly submitted;

     

    (v) Accounts
      owed by an account debtor located outside the United States or Canada which
      are
      not (A) backed by a bank letter of credit naming the Lender as beneficiary
      or assigned to the Lender, in the Lender’s possession and acceptable to the
      Lender in all respects, in its sole discretion, or (B) covered by a foreign
      receivables insurance policy acceptable to the Lender in its sole
      discretion;

     

    (vi) Accounts
      owed by an account debtor that is insolvent, the subject of bankruptcy
      proceedings or has gone out of business;

     

    (vii) Accounts
      owed by a shareholder, Subsidiary, Affiliate, officer or employee of the
      Borrower;

     

    (viii) Accounts
      not subject to a duly perfected security interest in the Lender’s favor or which
      are subject to any lien, security interest or claim in favor of any Person
      other
      than the Lender including without limitation any payment or performance
      bond;

     

    
      
         

      

      
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    (ix) That
      portion of Accounts that has been restructured, extended, amended or
      modified;

     

    (x) That
      portion of Accounts that constitutes advertising, finance charges, service
      charges or sales or excise taxes;

     

    (xi) Accounts
      owed by an account debtor, other than Lockheed Martin Corp. and Hewlett Packard
      Co., regardless of whether otherwise eligible, if 20% or more of the total
      amount due under Accounts from such debtor is ineligible under clauses (i),
      (ii)
      or (ix) above;

     

    (xii) Accounts
      owed by an account debtor, other than the U.S. Department of Defense (U.S.
      Department of Navy, U.S. Marine Corp., Defense Logistic Agency, etc.), All
      Points Logistics, CB Richard Ellis Group, Inc. and Northrop Grumman, regardless
      of whether otherwise eligible, to the extent that the aggregate balance of
      such
      Accounts exceeds 15% of the aggregate of all Accounts;

     

    (xiii) Accounts
      owed by account debtors, including without limitation Storage Tek and United
      Space Alliance, pursuant to a maintenance contract or similar type of
      agreement;

     

    (xiv) Accounts,
      or portions thereof, otherwise deemed ineligible by the Lender in its sole
      discretion;

     

    (xv) Accounts
      owed by Lockheed Martin Corp. and Hewlett Packard Co., regardless of whether
      otherwise eligible, if 50% or more of the total amount due under Accounts from
      such debtor is ineligible under clauses (i), (ii) or (ix) above;

     

    (xvi) Accounts
      owed by the U.S. Department of Defense (U.S. Department of Navy, U.S. Marine
      Corp., Defense Logistic Agency, etc.), regardless of whether otherwise eligible,
      to the extent that the aggregate balance of such Accounts exceeds the lesser
      of
      $6,000,000 or 60% of the aggregate amount all Accounts;

     

    (xvii) Accounts
      owed by All Points Logistics, regardless of whether otherwise eligible, to
      the
      extent that the aggregate balance of such Accounts exceeds 20% of the aggregate
      amount of all Accounts;

     

    (xviii) Accounts
      owed by CB Richard Ellis Group, Inc., regardless of whether otherwise eligible,
      to the extent that the aggregate balance of such Accounts exceeds 30% of the
      aggregate amount of all Accounts; and 

     

    (xix) Accounts
      owed by Northrop Grumman, regardless of whether otherwise eligible, to the
      extent that the aggregate balance of such Accounts exceeds 25% of the aggregate
      amount of all Accounts.

     

    
      
         

      

      
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    “Net
      Income”
means
      fiscal year-to-date before-tax net income from continuing operations, as
      determined in accordance with GAAP, but excluding (i) any extraordinary gains
      as
      determined in accordance with GAAP, (ii) any change in the valuation of goodwill
      made in accordance with FASB Accounting Standard 142, (iii) any non-cash effects
      of accounting for stock based compensation in accordance with FASB pronouncement
      SFAS 123(r), and (iv) for the fiscal year ending December 31, 2007, any non-cash
      asset impairment charges in accordance with FASB pronouncement SFAS 86 and
      SFAS
      144 related to the sale of EarthWhere Division.

     

    “SANZ
      Borrowing Base”
means,
      at any time and subject to change from time to time in the Lender’s sole
      discretion, the lesser of:

     

    (a) the
      Maximum Line; or

     

    (b) the
      sum
      of:

     

    (i) 85%
      of
      SANZ Eligible Accounts, plus

     

    (ii) the
      lesser of (A) 80% of Accounts owed by the U.S. Government which are not SANZ
      Eligible Accounts because they do not meet the requirements of paragraph (iv)
      in
      the definition thereof or (B) $500,000, plus

     

    (iii) the
      lesser of (A) 50% of Accounts (which are not otherwise ineligible) owed by
      account debtors to SANZ pursuant to a maintenance contract or similar type
      of
      agreement or (B) $1,000,000 less the outstanding principal balance of the
      Solunet Revolving Note advanced to Solunet based on Accounts (which are not
      otherwise ineligible) owed by account debtors to Solunet pursuant to a
      maintenance contract or similar type of agreement, less

     

    (iv) the
      Wells
      Fargo Obligations Reserve, less

     

    (v) the
      Rebate Reserve.

     

    “Solunet
      Borrowing Base”
means,
      at any time and subject to change from time to time in the Lender’s sole
      discretion, the lesser of:

     

    (a) the
      Maximum Line; or

     

    (b) the
      sum
      of:

     

    (i) 85%
      of
      Solunet Eligible Accounts, plus

     

    
      
         

      

      
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    (ii) the
      lesser of (A) 80% of Accounts owed by the U.S. Government which are not Solunet
      Eligible Accounts because they do not meet the requirements of paragraph (iv)
      in
      the definition thereof or (B) $500,000, less

     

    (iii) the
      lesser of (A) 50% of Accounts (which are not otherwise ineligible) owed by
      account debtors to Solunet pursuant to a maintenance contract or similar type
      of
      agreement or (B) $1,000,000 less the outstanding principal balance of the SANZ
      Revolving Note advanced to SANZ based on Accounts (which are not otherwise
      ineligible) owed by account debtors to SANZ pursuant to a maintenance contract
      or similar type of agreement, less

     

    (iv) the
      Wells
      Fargo Obligations Reserve, less

     

    (v) the
      Rebate Reserve.

     

    2. 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.

     

    3. Accommodation
      Fee.
      The
      Borrowers shall pay the Lender as of the date hereof a fully earned,
      non-refundable fee in the amount of $7,500 in consideration of the Lender’s
      execution and delivery of this Amendment.

     

    4. Conditions
      Precedent.
      This
      Amendment 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 3.

     

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

     

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

     

    (a) Each
      Borrower has all requisite corporate 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.

     

    
      
         

      

      
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    (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.

     

    (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.

     

    6. 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.

     

    7. No
      Waiver.
      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.

     

    8. 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.

     

    9. 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
      3
      hereof.

     

    
      
         

      

      
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    10. 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.

     

    11. 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.

     

    [The
      remainder of this page intentionally left blank.]

     

    
      
         

      

      
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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

            	 	SANZ
              INC.
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Aida
              M.
              Sunglao-Canlas	 	By:	/s/ Todd
              A.
              Oseth
	 	
              
Name: Aida
              M. Sunglao-Canlas	 	 	
              
Name: Todd
              A. Oseth
	 	
              Its: Vice
                President

            	 	 	
              Its: President

            


    

     

    
      	 	 	 
	 	SOLUNET
              STORAGE,
              INC.
	 
 	 
 	 
 
	
            	By:  	/s/ David
              Rosenthal
	 	
              
Name: David
              Rosenthal
	 	
              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 8 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/ Todd
                A.
                Oseth
	 	
                
Name: Todd
                A. Oseth
	 	
                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 8 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/ Todd
              A.
              Oseth
	 	
              
Name: Todd
              A. Oseth
	 	
              Its: President