MTI TECHNOLOGY CORP
EXHIBIT 10.66
<DOCUMENT>
<TYPE>EX-10.66
<SEQUENCE>14
<FILENAME>a91437exv10w66.txt
<DESCRIPTION>EXHIBIT 10.66
<TEXT>
<PAGE>
  AUTHORIZED TECHNICAL SUPPORT PROVIDER AGREEMENT [K Neg. Reseller must have a
 reseller agreement currently in place or being negotiated at the same time as
                      this agreement.

This WORLDWIDE Authorized Technical Support Provider Agreement (the
"Agreement"), with an Effective Date of September 2002 (the "Effective Date"),
is between LEGATO SYSTEMS, INC., a Delaware corporation with an office at 2350
West El Camino Real, Mountain View, CA 94040, ("Legato") and MTI TECHNOLOGY
CORPORATION, a DELAWARE corporation, with its principal place of business at
4905 E. LAPALMA AVE, ANAHEIM, CA 92807 ("Reseller").

                                    RECITALS

Whereas Reseller sells its own technical support services to Reseller's
customers who have licensed Legato software; and

Whereas Legato requires Reseller to purchase Technical Support if Reseller is
providing its own technical support services to licensees of Legato software.

Now therefore the parties agree as follows:

1.   Legato will provide services to Reseller as selected below and as defined
     in this Agreement. Reseller acknowledges that by initialing below and
     executing this Agreement that Reseller is agreeing to purchase the services
     selected.


                        NUMBER OF CASES AND SERVICES FEES

CHOOSE ONE AND INITIAL [K NEG: RESELLER MUST PICK AT LEAST ONE. IF THEY PICK AN
           OPTION, IT MUST BE IN THE SAME COLUMN AT THE ATSP LEVEL.]

ATSP LEVEL I                         ATSP LEVEL II
40 Cases @ US$24,000                 200 Cases SLIT 100 US/100 EMEA @ US$80,000
__________  with 5 Contacts          MH  with 10 Contacts EACH US/EMEA
(Initial)                           ----
                                          (Initial)

                 OTHER OPTIONS: CHOOSE, IF DESIRED, AND INITIAL

PSAM Level I @ US$lO,OOO/            (2)PSAM Level II @ US$22,500/year:  MH
year: __________                                        (Initial)       ----
      (Initial)

ESS Level I @ US$25,000/             ESS Level II @ US$35,000/year: __________
year: __________                                                     (Initial)
      (Initial)

2.       The TERM of this Agreement shall be as follows:

         a.   Until the number of Cases are expended or for one (1) year
              from the Effective Date, whichever comes first; and, if
              applicable,

         b.   For a PSAM option and/or an ESS option, the Term shall be for
              one year from the Effective Date. If Reseller exercises an option
              for a PSAM and/or an ESS after the Effective Date of this
              Agreement, the fees shall be prorated so that these options
              terminate at the end of the Term.

The terms and conditions that govern this Agreement are attached hereto and
incorporated as an integral part of the Agreement by reference, including
Exhibit A - Reseller Contact Information Form, Exhibit B - Legato Support
Performance Management and Measurement Criteria, Exhibit C - Management
Escalation Process (PSAM Option) and Exhibit D - On-Site Replication and/or
Technical Support Terms and Conditions Sample.

The parties have read the foregoing, along with the applicable terms and
conditions, and have caused this Agreement to be executed by their duly
authorized representatives.


LEGATO SYSTEMS, INC.                      RESELLER: MTI Technology Corporation

By: /s/ BARBARA T. BAKCICH                By: MARK FRANZEN
   ------------------------------             ------------------------------
     AUTHORIZED REPRESENTATIVE                 AUTHORIZED REPRESENTATIVE

Name: Barbara T. Bakich                   Name:  Mark Franzen
      ---------------------------               ----------------------------

Title: Vice President, Sales              Title:  Chief Financial Officer
       --------------------------                ---------------------------

Date:                                     Date: December 31, 2002
      ---------------------------               ----------------------------


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                AUTHORIZED TECHNICAL SUPPORT PROVIDER AGREEMENT

                              TERMS AND CONDITIONS

1        DEFINITIONS

1.1      ADMINISTRATIVE CONTACT: means Reseller's designee responsible for the
         Legato relationship and allocation of Technical Contacts within
         Reseller's organization. This is a non-technical role in the
         relationship; the Administrative Contact cannot open Cases but is
         authorized to escalate existing Cases unless such Administrative
         Contact is also a Technical Contact (as defined hereunder).

1.2      BUSINESS DAY: means Monday through Friday, 8:00 am. to 5:00 p.m.,
         Reseller's local time, except published Legato holidays.

1.3      CASE: means one (1) distinct documented Problem initiated by a
         Technical Contact that is reported to Legato Customer Support and
         recorded in Legato's Problem Tracking System. Each Problem is assigned
         a case number for record and tracking purposes. A separate Case must be
         created for each, distinct Problem. Throughout the Problem diagnostic
         and resolution process for each Case, there will be a requirement for
         ongoing communications utilizing the telephone, email or a combination
         of both with Legato's Customer Support Department.

1.4      END-USER: means the person or entity that agrees to the terms of
         Legato's then-current, standard End-User License Agreement and is
         authorized to access and use the Software.

1.5      ENHANCEMENT: means a new feature or functionality not available in the
         current Software release, tracked as a Request for Feature Enhancement
         ("RFE").

1.6      ESCALATION (ESCALATE): means the request by Reseller to expedite the
         resolution process of a specific Problem.

1.7      ESS: means an Enterprise Support Specialist

1.8      FIX: means the repair or replacement of object or executable code
         versions of Software to remedy a Problem.

1.9      PERFORMANCE SCORECARD: means the results of Reseller's performance as
         measured by Legato against the performance management rating criteria
         as defined in Exhibit B.

1.10     PSAM: means a Premium Support Account Manager.

1.11     PROBLEM: means an error in the Software that causes it not to conform
         materially to the Documentation.

1.12     PROBLEM RESOLUTION: means the use of commercially reasonable efforts to
         correct a Problem.

1.13     RELEASE: means the general release version of the Software containing
         feature function enhancements. General form of the Release is: X.yy.z
         where X represents a Major Release or base level version; yy represents
         a Minor Release; and z represents a Bug fix Release.

1.13.1   BUG-FIX RELEASE: means a Revision of the Software that corrects a
         Problem.

1.13.2   MINOR RELEASE: means a Revision of the Software that delivers minor
         improvement, incremental features or enhancements of existing features,
         and/or functionality to the Software.

1.13.3   MAJOR RELEASE: MEANS A REVISION OF THE SOFTWARE THAT DELIVERS
         significant improvements or enhancements of existing features and/or
         functionality to the Software.

1.14     PROBLEM TRACKING SYSTEM: means the Legato tracking system used open
         Cases in order to document and track resolution of Problem.

1.15     REPLICATION: means Reseller must provide to Legato details of how the
         Problem can be recreated, and specific details regarding the platform
         on which the problem can be recreated; however in cases where
         replication is unsuccessful, Reseller must provide evidence of the
         steps taken with all relevant details like the platform, OS, hardware
         and software details about the unsuccessful attempt.

1.16     REVISION: means the interim version of a Release containing code
         corrections and product quality improvements.

1.17     SEVERITY: means a technical or functional description and the
         associated business impact of a reported Problem.

1.18     SOFTWARE: means the Legato computer software programs which are
         licensed in object code form, including any error corrections and
         Updates provided by Legato.

1.19     SUPPORT LEVELS: means the various levels of support services, as
         follows:

1.19.1   LEVEL 1 SUPPORT: means the initial response (and


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any follow-up response as appropriate) to a support request. Level 1 Support
includes initial information gathering and includes: answering Software
installation, configuration, functionality or usage questions; initial Problem
and failure information gathering; Problem isolation, identification, and/or
providing standard Fixes and Workarounds to known Problems; and escalating
unresolved problems to Level 2 Support.

1.19.2   LEVEL 2 SUPPORT: means a second, higher level of technical support and
         includes: Problem isolation, identification, and Replication; providing
         standard Fixes and Workarounds to known Problems; providing Problem
         Resolution for both new and known complex Problems; gathering and
         analyzing all relevant system log files; and Escalating unresolved
         Problems or those requiring formal Problem Resolution to Level 3
         Support by submitting the then-current problem escalation form
         available from Legato technical support staff

1.19.3   LEVEL 3 SUPPORT: means a level of remote support provided by Legato
         technical support staff and consists of identification and replication
         of Problems; providing new Fixes and Workarounds to Problems,
         resolution of Problems through formal Problem Resolution procedures;
         and assistance requiring knowledge of Software.

1.20     TECHNICAL CONTACT: means Reseller's designated technical support
         contact as identified in Exhibit I. Names and contact information for
         Technical Contacts must be provided to Legato prior to any Reseller
         requests.

1.21     TECHNICAL SUPPORT: means Level 3 Support, defined as a level of remote
         support provided by Legato technical support staff to Reseller and
         consists of identification and Replication of Problems; providing new
         Fixes and Workarounds to problems, resolution of problems through
         formal problem resolution procedures; and assistance requiring
         knowledge of Software.

1.22     WORKAROUND: means a temporary solution or Fix that restores operational
         capability without severely compromising the performance of the
         Software or integrity of the operating system or data. Workarounds may
         include changes to configuration parameters or operational processes.

2        SCOPE.

2.1      This Agreement provides for remote telephone assistance, access to
         self-help, on-line resources, and Fixes only, provided by Legato's
         Support Services for the number of Cases selected on Page 1 of this
         Agreement. Additionally, if Reseller selected on Page 1 of this
         Agreement the delivery of Services from an ESS, and/or the delivery of
         services from a PSAM, then this Agreement shall also provide for such
         delivery of services from said resources. Support shall be provided by
         Legato only to support Reseller who is supporting End-Users who have
         paid for Updates. Any Reseller requested visits to Reseller's or
         End-User's site by Legato shall be governed under the terms and
         conditions of Exhibit D and shall be charged separately at the
         then-current rate, plus living and travel expenses. The number of
         Contacts supported for each ATSP Level is as specified on Page 1 of
         this Agreement. Support shall be provided only to Technical Contacts
         identified by Reseller by submission of a completed Exhibit A form, as
         amended from time to time by Reseller. If Reseller determines that
         additional Technical Contacts are required, Reseller may add them at
         Legato's then-current standard fees for such additional Technical
         Contacts.

2.2      Support is available to Reseller 365 days a year, twenty-four hours a
         day. If Reseller selects the PSAM option and/or the ESS option, the
         availability of these personnel is as described in Sections 14 and 15
         respectively.

2.3      NUMBER OF CASES. Legato shall provide Reseller with a Performance
         Scorecard on the number of Cases Reseller has opened for Technical
         Support, in addition to other statistical information regarding the
         Cases. Legato agrees that if it is determined that the Problem
         determined in the Case is not a known Legato product defect, i.e., one
         that has not been published in Legato's knowledge base nor documented
         in publications distributed to Reseller, the Reseller will not be
         "charged" for that Case.

3        FEES

3.1      SUPPORT FEES. Reseller agrees to purchase Technical Support from Legato
         for the selected number of Cases and to pay the selected associated
         fees specified on Page 1 of this Agreement.

3.2      PAYMENT TERMS. Reseller shall pay all invoices without offset within
         thirty (30) days of the invoice date. In the event of a disputed
         invoice, Reseller will promptly notify Legato and the parties agree to
         work in good faith to resolve such dispute in a timely fashion.

4        LEGATO RESPONSIBILITIES.

4.1      Legato shall provide Technical Support for the number of Cases selected
         by Reseller during the Term of this Agreement, as well as a PSAM and/or
         an ESS if Reseller chooses the option(s).

4.2      PERFORMANCE SCORECARD. Pursuant to Exhibit B, Legato shall gather
         Reseller's information from the


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       Cases opened by Reseller according to the "Measurement" criteria and
       shall be analyzing the results per the "Metrics" column of Exhibit B in
       order to score Reseller's performance to this Agreement. Legato shall be
       reviewing said results with the Reseller every six (6) months after the
       Effective Date of this Agreement. If Reseller is determined to be "non
       Compliant" as defined in Exhibit B, its performance shall be reviewed
       every month thereafter, rolling the data to include the latest six months
       information. Once a Reseller is determined to be "non-compliant", its
       metrics must fall within "compliant" as defined in Exhibit B for six
       consecutive months for the Reseller to be considered "compliant."

4.3    PROBLEM RESOLUTION. During the term of this Agreement, Legato shall
       exercise commercially reasonable efforts to resolve any Problem reported
       by Technical Contact in the current Release or the prior unmodified minor
       Release of the Software in accordance with the Severity level reasonably
       assigned to such Problem by Reseller and confirmed by Legato or
       re-assigned as mutually agreed to by the parties. The Severity levels are
       as defined below:

4.3.1  SEVERITY LEVEL 1, CRITICAL: means that a business process and system
       functionality are critically affected. A system Workaround is required
       immediately;

4.3.2  SEVERITY LEVEL 2, SERIOUS: means that a business process and system
       functionality are seriously affected; system and/or data is exposed to
       potential loss or interruption. Near-term system Workaround is required;

4.3.3  SEVERITY LEVEL 3, MEDIUM IMPACT: means business process and system
       functionality are moderately affected; critical system and/or data not at
       risk. System Workaround requested; and

4.3.4  SEVERITY LEVEL 4, LOW: means business process and system functionality
       are marginally affected or unaffected. System and/or data not at risk.
       Request for minor Fix, information or RFE.

4.4    CASE TRACKING. During the term of this Agreement, Legato shall receive
       and track Cases reported by the Technical Contact via telephone or e-mail
       twenty-four hours per day, 365 days per year ("24X365").

4.5    TECHNICAL SUPPORT. During the Term of this Agreement, Legato will provide
       Technical Support to Technical Contacts for new Severity 1 Cases 24X365.
       Severity 1 Problems must be reported via telephone. Legato will provide
       Technical Support assistance to Technical Contacts for Severity 2,
       Severity 3 and Severity 4 Problems during regular business hours on
       Legato's Business Days.

4.6    SERVICE LEVEL OBJECTIVES. During the Term of this Agreement, Legato shall
       use its commercially reasonable efforts to meet the following service
       level objectives and response times.

<Table>
<Caption>

                        FIRST           CONTACT
SEVERITY                TECHNICAL       STATUS
LEVEL                   RESPONSE        FREQUENCY       PROBLEM RESOLUTION
-----                   --------        ---------       ------------------
<S>                     <C>             <C>             <C>
1                       30 minutes      daily           Continuous

2                       1 hour          daily           Continuous Business
                                                        Days

3                       4 hours         weekly          As required

4                       1 Business      monthly         As required
                          Day
</Table>

       The initial callback is by a technical support engineer. In the case of a
       Severity 1 Problem, Legato will use commercially reasonable efforts to
       expedite resolution of the Problem 24X365.

4.7    Frequency of ongoing communication between Legato's technical support
       engineers and the Technical Contact is intended to drive Problem
       Resolution and may change when jointly agreed to by parties.

4.8    LIMITATIONS OF SUPPORT. Legato will have no obligation to support: (i)
       modified or damaged Software or any portion of the Software incorporated
       with or into other software; (ii) Software that is not the current
       Release or the prior unmodified minor Release of the Software; (iii)
       problems caused by Reseller's negligence, abuse or misapplication, use of
       the Software other than as is specified in the Documentation, or other
       causes beyond the control of Legato; or (iv) Software installed with any
       hardware or software that is not supported by Legato. Legato will not be
       responsible for the cost of any changes to Reseller's hardware or
       software which may be necessary to use the Software due to a Workaround
       or Update.

4.9    RECLASSIFICATION OF SEVERITY LEVEL. Legato reserves the right to
       downgrade the Severity of a Case as solutions are provided to lessen the
       Problem impact or in the event that the Technical Contact does not engage
       cooperatively in like resolution efforts.

4.9.1  If the information, as specified in Section 5.2.3 is not received by
       Legato via telephone or email for Severity Level 1 Cases within 1 hour
       of reporting, the Case will be downgraded to Severity Level 2. If
       information, as specified in Section 5.2.3 is not received by Legato via
       telephone or email regarding

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<PAGE>


       Severity Level 2 within one (1) day of reporting, it will be downgraded
       to Severity Level 3.

4.10   CASE CLOSURE. Case closure occurs when one of the following conditions
       has satisfied the operational requirements of  Reseller's environment:

4.10.1 A solution or answer provided;

4.10.2 A Fix is provided;

4.10.3 A Workaround as mutually agreed by the parties is provided;

4.10.4 Other vendor solution is identified (i.e. Operating System, Network or
       Hardware)

4.10.5 Documentation bug submitted;

4.10.6 A Problem is identified and the Fix is incorporated into a future
       Release.

4.10.7 A Request for Enhancement is submitted.

4.10.8 If information requested in Section 5.2.3 regarding any reported Severity
       Level 3 Problems is not received by Legato within 5 days of reporting.

5      RESELLER'S RESPONSIBILITIES.

5.1    During the Term of this Agreement the Reseller shall have a valid
       Reseller Agreement in place with Legato and shall be in substantial
       compliance with the terms and conditions therein.

5.2    Additionally, during the Term of this Agreement, the Reseller shall
       provide:

5.2.1  Technical Contacts. All Technical Contacts must either be certified or
       completed technical training. Reseller shall complete an Exhibit A form
       and return it to Legato within three (3) Business Days of the Effective
       Date, with identification of a minimum of one (1) Technical Contact and
       one (1) alternate. Reseller shall communicate permanent changes or
       additions to Contact list at least two (2) business days prior to any
       request by a new Contact for any technical assistance, by submitting a
       newly completed Exhibit A to Legato. Changes to the Contact list are
       exclusive of any additional cost provided that no new contacts are added.

5.2.2  Case Management. Comply with requirement that all Case activity be opened
       and managed by Technical Contacts.

5.2.3  PROBLEM REPORTING/REPLICATION. It is the responsibility of the Reseller
       to provide effective problem replication. For those Cases where
       replication is unsuccessful, the Reseller must provide evidence of the
       steps taken with all relevant details like the platform, OS, hardware and
       software details about the unsuccessful attempt. The specifics of the
       information required to be reported electronically or telephonically, is
       contained on a form located at the following url:

  www.legato.com/support/casemanagement/submit_case.cfm

5.2.4  Reseller may submit the form to Legato or may refer to the questions in
       the form when submitting the information Legato requires.

5.2.5  MINIMUM TECHNICAL CONTACT REQUIREMENTS. To the best of its abilities,
       read, comprehend and follow operating instructions and procedures as
       specified in, but not limited to, Documentation and other correspondence
       related to the Software; and will follow procedures and recommendations
       provided by Legato support personnel in an effort to correct Problems.

5.2.6  PROBLEM NOTIFICATION. Notify Legato of Problems in accordance with the
       then-current Legato problem reporting procedures. If Legato reasonably
       believes that an end-user's problem reported by Reseller may not be due
       to a Problem in the Software, Legato will so notify Reseller.

5.2.7  ACCESS TO INFORMATION. Subject to Reseller's security requirements,
       Reseller will provide Legato with access to and use of all information
       and system facilities reasonably determined necessary by Legato to
       provide timely support pursuant to the terms herein. To the extent
       Reseller's computing system environment permits remote access, Reseller
       shall provide Legato with all required user IDs and passwords so that
       Legato may endeavor to remedy any Problems, in whole or in part, via
       remote system access.

6      ESCALATION PROCEDURE FOR SEVERITY 1 CASES.

6.1    With respect to Severity Level 1 Problems, if the parties have not
       determined a mutually satisfactory Problem Resolution within a reasonable
       timeframe and there is non-arbitrary and non-capricious disagreement
       between the parties as to the appropriate procedure to follow to reach
       such Problem Resolution, then either party may escalate the Problem as
       follows:

6.2    Reseller and Legato will work to ensure that proper resources are brought
       to bear on Escalated problems that are Software related. The parties'
       efforts, will include, where necessary or appropriate as mutually
       determined by the parties, Reseller's and Legato's assignment of
       additional technical support personnel, and establishment of escalation
       specific processes,

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<PAGE>
       operations and management contacts (the "Escalation Action Plan").

6.3    Each party will designate its Escalation management contact that will be
       available at any time (24 hours a day, 7 days a week). Reseller's
       escalation management contact will contact Legato dispatch for routing to
       the appropriate Legato management contact to develop an action plan. This
       plan will outline the specific steps the parties will take. When both
       parties agree that an Escalated Problem has achieved Problem Resolution,
       the Escalation shall be closed.

6.4    If Reseller has selected the PSAM Option, the Escalation Procedure for
       Severity Level 1 Cases shall be as defined in Section 15.

7      OTHER ERRORS.

7.1    If Legato reasonably believes that an end-user's Problem reported by
       Reseller may not be due to a problem in the Software, Legato will so
       notify Reseller, who then may either: (i) instruct Legato to proceed with
       Problem determination at Reseller's possible expense, as further provided
       below; or (ii) advise Legato that Reseller does not wish the Problem
       pursued at its possible expense, in which case Legato may elect, at its
       sole discretion, to not pursue the Problem without liability therefore.

7.2    If Reseller requests that Legato proceed with Problem determination at
       Reseller's possible expense, and Legato subsequently determines that the
       error was not caused by a Problem in the Software, Reseller shall
       compensate Legato for all work performed in connection with such
       determination on a time and materials basis, plus reasonable related
       expenses incurred therewith, at Legato's then-current professional
       services time and materials rates.

7.3    Reseller shall not be liable for:

7.3.1  Legato's work on problem determination or repair associated with or
       resultant from Problem(s) in the Software;

7.3.2  Work performed by Legato, which was not authorized pursuant to Reseller's
       instruction, as provided in Section 7.1 (i) above;

7.3.3  Work performed by Legato after receipt of Reseller's notice that it no
       longer wishes Legato to work, at Reseller's expense, on a problem that
       Legato previously identified as a problem that may not be caused by the
       Software. Reseller's notice will be effective as of the date such notice
       is actually received by Legato.

8      OWNERSHIP

8.1    RIGHTS OF LEGATO. Reseller acknowledges that Legato provides services to
       other Resellers of Legato and agrees that nothing in this Agreement will
       be deemed or construed to prevent Legato from carrying on such business.

9      TERM AND TERMINATION

9.1    The term of this Agreement is as specified in Section 2 of Page 1, unless
       terminated earlier as provided in this Section 9. However, if Reseller
       utilizes all the Cases it has paid for prior to the end of the
       anniversary of the Effective Date, and Reseller requires an extension of
       Technical Support under this Agreement, Legato shall prorate the
       remaining months by dividing the amount paid for the Cases indicated on
       Page 1 of this Agreement by 12 and charging Reseller that amount for each
       remaining month until the anniversary date of the Effective Date; and
       Reseller shall issue Legato a purchase order for the prorated amount.

9.2    NON-RENEWAL. Legato shall have the option to not renew this Agreement if,
       within the term of this Agreement, during any six month rolling period,
       Reseller has been classified as "Non-Compliant" in the metrics and such
       classification has not improved to "Compliant."

9.3    TERMINATION OF SOFTWARE SUPPORT. Legato shall have the right not to renew
       Technical Support for any Software by providing written notice of such
       election at least ninety (90) days prior to the termination of such
       support services for that Software, provided that Legato no longer
       generally provides Technical Support for such Software, or, upon renewal,
       no longer provides the specific services previously offered.

9.4    TERMINATION OF RESELLER AGREEMENT. Legato shall have the right to
       terminate this Agreement if Reseller's Reseller Agreement is terminated
       by Legato for cause. If this Agreement is terminated pursuant to this
       Section, then Legato shall refund Reseller a pro-rated amount based on
       the remaining time period or unused Cases, whichever applies.

9.5    SURVIVAL OF TERMS. The following terms shall survive any expiration or
       termination of this Agreement: Sections: 1,Definitions; 3, Fees, 8,
       Ownership: 9, Term and Termination; 10, Warranty and Disclaimer; and 11,
       Limitation of Liability.

10     WARRANTY AND DISCLAIMER

10.1   LIMITED WARRANTY. Legato warrants that services provided hereunder will
       be performed with the same degree of skill and professionalism as is
       demonstrated by like professionals performing services of a similar
       nature. Legato does not provide

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<PAGE>
       a guarantee to fix any reported problems or provide Fixes within a
       pre-defined time frame. Legato hereby disclaims all warranties express or
       implied, statutory, or otherwise, including without limitation any
       implied warranties of merchantability, fitness for a particular purpose,
       and non-infringement. Legato actively solicits RFE's from its Resellers,
       however, this in no way commits Legato to implement any such changes. In
       addition, Technical Support is limited to assisting Reseller with current
       production Software and does not include support of other software
       (device drivers, shell scripts or special programs) or hardware (tape
       drives, autochanger, etc.) not normally supported or certified by Legato.

11     LIMITATION OF LIABILITY.

11.1   LIMITATION OF LIABILITY. In addition to the Limitation of Liability set
       forth in Reseller's applicable Software license agreement with Legato,
       and notwithstanding anything in this Agreement or the license agreement
       to the contrary or the failure of an essential purpose of any limitation
       of liability of limited remedy, Legato's entire aggregate liability
       arising from or relating to this Agreement, under any legal theory
       (whether in contract, tort, indemnity or otherwise), will be limited to
       the amounts paid by Reseller for the Updates and Technical Support for
       the applicable year.

11.2   LIABILITY ARISING FROM REMOTE ACCESS. To the extent that Reseller suffers
       any damage as a direct result of Legato or Legato's employees or agents
       intentionally committing any wrongful act in connection with the use of
       user ID's and/or passwords to gain remote access to Reseller's computer
       system, Legato will remain liable for damages suffered by Reseller.

12     NON-SOLICITATION


12.1   NON-SOLICITATION. Neither party will, during the Term or any renewal
       hereof, and for one (1) year after its termination, solicit for hire as
       an employee, consultant or otherwise any of the other party's personnel
       who have had direct involvement with the performance of this Agreement,
       without such other party's express written consent.

13     TAXES

13.1   Reseller is responsible for payment of all taxes of every kind imposed in
       connection with the sale to Reseller of Technical Support or which Legato
       may incur in respect of this Agreement (except for taxes imposed on
       Legato's income) including all import duties, customs fees, levies or
       imposts, and all sales, use, value added, gross receipts or other taxes
       of any nature and any penalties, interest and collection or withholding
       costs associated with any of the foregoing items. All such amounts are in
       addition to other amounts payable hereunder and this obligation shall
       survive termination or expiration of this Agreement.

14     PSAM OPTION. If Reseller chooses one of the PSAM Options on Page 1 of
       this Agreement, Legato shall provide the following services.

14.1   PREMIUM SUPPORT ACCOUNT MANAGER ("PSAM"). During the term of this
       Agreement Legato shall assign a PSAM to Reseller, to provide account
       management services during the Business Day. The services provided by the
       PSAM include:

14.1.1 monthly conference calls to gain familiarity with Reseller's environment,
       build Reseller's account profile, review of Case activity;

14.1.2 proactive notification of patch availability, bulletins and Software
       alerts;

14.1.3 single point of Contact for situation and Escalation management; and

14.1.4 liaison for Reseller's feedback and suggestions regarding Software,
       including RFEs, to Legato's product management group.

14.2   ALTERNATE PSAM. Legato will provide an alternate PSAM contact point when
       PSAM is unavailable due to training, vacation or other attrition.

14.3   ESCALATION PROCESS. If Reseller has selected the PSAM Option on Page 1 of
       this Agreement, then the Escalation Process used for Severity Level 1
       Cases shall be as specified in Exhibit C.

15     ENTERPRISE SUPPORT SPECIALIST ("ESS") OPTION. If Reseller chooses one of
       the ESS options on Page 1 of this Agreement, Legato shall provide the
       following services within the Business Day:

15.1   A designated Senior Legato Support Engineer who is most experienced in
       the Legato Software and customer configurations, and is the single
       `technical' point of contact for this Reseller providing focused
       technical support. During the Business Day, the ESS will receive incoming
       Cases from the Reseller, and assume responsibility to bring the Case to
       closure. It is the responsibility of the ESS to work closely with the
       designated Partner's Support staff and the PSAM, if applicable, to build
       an ongoing relationship, and to resolve technical Cases in a timely
       manner.

15.2   The ESS will:

15.2.1 Monitor case progression, ensuring efficient and accurate resolution.

================================================================================
Authorized Technical Support Provider Agreement              Legato Confidential
051402                                                                 US/Canada

                                       7
<PAGE>
15.2.2   Assist in Problem identification and resolution, expediting Legato
         Software issues within Legato's Product Specialist and Current Product
         Engineering groups.

15.2.3   Manage escalation through Legato Technical Support Management team.

16       REPLICATION SUPPORT FROM A REMOTE SITE. If Reseller requires Legato to
         replicate a Problem from a remote site, the fees for such support are
         $1500 per day, and Reseller agrees to pay such additional fees by
         submitting to Legato a purchase order or an email of its authorization
         to proceed with the intention to pay.

17       ON-SITE REPLICATION SUPPORT. If Reseller requires Legato to replicate a
         Problem on its or its End-User's site, the fees for such support are
         $2500 per day, plus travel and living expenses, and Reseller agrees to
         pay such additional fees by submitting to Legato a purchase order or an
         email of its authorization to proceed with the intention to pay. The
         terms and conditions for the provision of such on-site services shall
         be governed by the terms in Exhibit D.

18       ON-SITE TECHNICAL SUPPORT. If Reseller requires additional Legato
         support for itself or Reseller's End-User for a particular situation,
         then Legato shall provide such services for the fees specified in
         Section 17, plus travel and living expenses, and under the terms and
         conditions in Exhibit D.

19       ENFORCEMENT OF AGREEMENT

19.1     GOVERNING LAW. This Agreement shall be governed by the laws of the
         State of California, as applied to agreements entered into and to be
         performed entirely within California between California residents,
         without regard to the principles of conflict of laws or the United
         Nations Convention on Contracts for the International Sale of Goods.

19.2     JURISDICTION. The U.S. federal and state courts of the State of
         California located in Santa Clara County shall have sole and exclusive
         jurisdiction and venue for all actions arising from or relating to this
         Agreement. The parties expressly waive any objection to the
         jurisdiction, venue, or convenience of such courts.

19.3     ASSIGNMENT. Neither this Agreement nor any rights or obligations
         hereunder, in whole or in part, shall be assignable or otherwise
         transferable by Reseller. Any unauthorized attempt by Reseller to
         assign or transfer this Agreement or any rights or obligations
         hereunder shall be null and void. Legato may assign or transfer this
         Agreement to (i) any of its majority-owned subsidiaries or affiliates,
         or (ii) to an entity that acquires a controlling interest in Legato as
         the result of a merger or sale of substantially all of Legato's assets
         or capital stock.

19.4     NO WAIVER. Failure by either party to enforce any provision of this
         Agreement will not be deemed a waiver of future enforcement of that or
         any other provision, nor will any single or partial exercise of any
         right or power hereunder preclude further exercise of any other right
         hereunder.

19.5     EQUITABLE RELIEF. The parties agree that a breach of this Agreement
         adversely affecting Legato's intellectual property rights in the
         Software or Documentation may cause irreparable injury to Legato for
         which monetary damages may not be an adequate remedy and Legato shall
         be entitled to equitable relief in addition to any remedies it may have
         hereunder or at law.

19.6     SEVERABILITY. If for any reason a court of competent jurisdiction finds
         any provision of this Agreement, or portion thereof, to be
         unenforceable, that provision of the Agreement will be enforced to the
         maximum extent permissible so as to effect the intent of the parties,
         and the remainder of this Agreement will continue in full force and
         effect.

19.7     FORCE MAJEURE. Except for the obligation to make payments,
         nonperformance of either party shall be excused to the extent
         performance is rendered impossible due to causes beyond such party's
         reasonable control.

20       ENTIRE AGREEMENT.

20.1     RESELLER. The provisions of this Agreement, including any Schedules,
         Appendices, Attachments or Exhibits, constitute the entire agreement
         between the parties with respect to the subject matter hereof, and
         this Agreement supersedes all prior agreements or representations, oral
         or written, regarding such subject matter, including _________________.
         [insert Partner Care agreements that this ATSP agreement will
         supercede.] This Agreement may not be modified or amended except in a
         writing signed by a duly authorized representative of each party. Each
         party agrees that use of pre-printed forms, including, but not limited
         to e-mail, purchase orders, acknowledgements or invoices, is for
         convenience only and all pre-printed terms and conditions stated
         thereon, except as specifically set forth in this Agreement, are void
         and of no effect. Unless otherwise expressly set forth in an Addendum,
         Exhibit, Attachment or Schedule, as so designated, in the event of
         conflict between this ATSP

================================================================================
Authorized Technical Support Provider Agreement              Legato Confidential
051402                                                                 US/Canada
                                       8
<PAGE>

         Agreement and any Addendum, Exhibit, Attachment or Schedule, the terms
         of this ATSP Agreement shall prevail.

20.2     NOTICES. Any notice, report, approval or consent required or permitted
         hereunder shall be in writing and will be deemed to have been given if:
         (i) delivered personally; (ii) mailed by registered air mail postage
         prepaid; or (iii) sent by facsimile followed by a hard-copy
         confirmation, to the respective addresses of the parties set forth
         below or as may be otherwise designated by like notice from time to
         time.

      If to Legato:

         LEGATO SYSTEMS, INC
         2350 West El Camino Real
         Mountain View, CA 94040
         USA
         Attention: General Counsel
         Telephone: 650 210-7770
         Facsimile: 650 210-7800

      If to Reseller:

         [RESELLER NAME]
         MTI
         [Reseller street address]
         4905 E. La Palma Ave.
         [City, State/Province, Country, Zip/Postal Code]
         Anaheim, Ca 92807
         USA
         Attention: [Contact Name]
         Joyce Shinn
         Telephone No.: [Contact Telephone No.]
         714-693-2708
         Facsimile No.: [Contact Fax No.]
         714-693-2202
         Email: jshinn@mti.com

IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED BY
THEIR DULY AUTHORIZED REPRESENTATIVES.

LEGATO SYSTEMS, INC:                        RESELLER: MTI Technology Corporation

By: /s/ BARBARA BAKICH                      By: /s/ MARK FRAUZER
    -------------------------                   --------------------------------
    AUTHORIZED REPRESENTATIVE
Name:                                       Name: Mark Frauzer
     ------------------------                    -------------------------------
Title:                                      Title: Chief Financial Officer
      -----------------------                     ------------------------------
Date:                                       Date: December 31, 2002
     ------------------------                    -------------------------------




================================================================================
Authorized Technical Support Provider Agreement              Legato Confidential

051402                                 9                               US/Canada

<PAGE>

                                    EXHIBIT A

                        RESELLER CONTACT INFORMATION FORM

<Table>
<S>                        <C>                               <C>
-----------------------------------------------------------------------------------------------------
RESELLER NAME:             MTI TECHNOLOGY CORPORATION
Address                    4905 E. LA PALMA AVE
Address
City, State, Zip           ANAHEIM, CA 92807
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
ADMINISTRATIVE CONTACT:            TERRI HIRSCH              LEGATO CONTACT CODE (LEGATO USE ONLY)
Phone Number                       714-693-2380              FAX #
E-mail Address                     THIRSCH@MTI.COM           Pager/Cell #
-----------------------------------------------------------------------------------------------------
TECHNICAL CONTACT #1:              MATHEW KEANE              Legato Contact Code (Legato use only):
Phone Number                       714-693-2238              FAX #
E-mail Address                     MKEANE@MTI.COM            Pager/Cell #
-----------------------------------------------------------------------------------------------------
TECHNICAL CONTACT #2:              RAYMOND LEE               Legato Contact Code (Legato use only):
Phone Number                       714-693-2305              FAX #
E-mail Address                     RLEE@MTI.COM              Pager/Cell #
-----------------------------------------------------------------------------------------------------
TECHNICAL CONTACT #3:              JACKIE SALYER             Legato Contact Code (Legato use only):
Phone Number                       714-693-2666              FAX #
E-mail Address                     JSALYER@MTI.COM           Pager/Cell #
-----------------------------------------------------------------------------------------------------
TECHNICAL CONTACT # 4:             JONATHAN CAMANYAG         Legato Contact Code (Legato use only):
Phone Number                       714-693-4379              FAX #
E-mail Address                     JCAMANYAG@MTI.COM         Pager/Cell #
-----------------------------------------------------------------------------------------------------
TECHNICAL CONTACT #5:              STEVE SAFFELL             Legato Contact Code (Legato use only):
Phone Number                       714-693-2280              FAX #
E-mail Address                     SSAFFELL@MTI.COM          Pager/Cell #
-----------------------------------------------------------------------------------------------------
FOR ATSP LEVEL 2 OR FOR
ADDITIONAL TECHNICAL CONTACTS
-----------------------------------------------------------------------------------------------------
TECHNICAL CONTACT #6:              RAYMOND DESROCHERS        Legato Contact Code (Legato use only):
Phone Number                       603-759-5951              FAX #
E-mail Address                     RDESROCHERS@MTI.COM       Pager/Cell #
-----------------------------------------------------------------------------------------------------
TECHNICAL CONTACT #7:              BRIAN PURVIS              Legato Contact Code (Legato use only):
Phone Number                       310-628-6886              FAX #
E-mail Address                     BPURVIS@MTI.COM           Pager/Cell #
-----------------------------------------------------------------------------------------------------
TECHNICAL CONTACT # 8:             LARRY HERRING             Legato Contact Code (Legato use only):
Phone Number                       714-693-2686              FAX #
E-mail Address                     LHERRING@MTI.COM          Pager/Cell #
-----------------------------------------------------------------------------------------------------
TECHNICAL CONTACT #9:                                        Legato Contact Code (Legato use only):
Phone Number                                                 FAX #
E-mail Address                                               Pager/Cell #
-----------------------------------------------------------------------------------------------------
</Table>



================================================================================
Authorized Technical Support Provider Agreement              Legato Confidential
051402                                                                 US Canada

                                       10

<PAGE>



--------------------------------------------------------------------------------
TECHNICAL CONTACT #10:                    Legato Contact Code (Legato use only):
Phone Number                              FAX #
E-mail Address                            Pager/Cell #
--------------------------------------------------------------------------------


RESELLER'S NAME

-------------------------------------     -----------------------------------
(AUTHORIZED SIGNATURE)                    (PRINTED NAME)

-------------------------------------     -----------------------------------
(TITLE)                                   (DATE)






================================================================================
ATSP Agreement                                               Legato Confidential
051402                                                                 US Canada

                                       11


<PAGE>

                                   EXHIBIT B

         LEGATO SUPPORT PERFORMANCE MANAGEMENT AND MEASUREMENT CRITERIA

<Table>
<Caption>

MEASUREMENT                        METRIC                       MEASUREMENT PROCESS
<S>                                <C>                          <C>
% of Severity 1 Cases               0 - 4% = 2 pts                                 EXCEPTIONAL STATUS
submitted that are in the           5 - 9% = 1.5 pts
Primus Knowledge Base              10 - 14% = 1.0 pt            Aggregate total of 8 or more points AND score 25% or
AND contain a "Fix"                15 - 29% = 0.5 pt            less in % of Cases required by Legato to Replicate
statement.                           > 30% = 0 pt


% of ALL Cases submitted             0 - 4% = 3 pts                                  COMPLIANT STATUS
that are in Primus                   5 - 9% = 2 pts
Knowledge Base AND                   10 - 19%= 1 pt             Aggregate total between 3 - 7.99 points OR score 25%
contain a "FIX" statement.            > 20% = 0 pt              or less in % of Cases required by Legato to Replicate

% of Cases submitted to            25% or less = 3 pts                              NON-COMPLIANT STATUS
Legato that require                 26 - 35% = 2 pts
Replication                          36 - 50% = 1 pt            Aggregate total less than 3 points
                                      > 50% = 0 pt              Monthly review, based on 6-month rolling average


# days for relief-to-closure        0 - 7 days = 1 pt
of Case                            8 - 15 days = 0.5 pt
                                     > 15 days = 0 pt

% of authorized/trained               l00% = 1 pt
Technical Contacts                 50 - 99% = 0.5 pt
                                     < 50% = 0 pt
</Table>


================================================================================
Authorized Technical Support Provider Agreement              Legato Confidential
051402                                                                US, Canada

                                       12

<PAGE>
                                    EXHIBIT C

                   MANAGEMENT ESCALATION PROCESS (PSAM OPTION)

If Reseller has chosen a PSAM Option, listed below is the Severity Level 1
Escalation Process:

ELEMENTS OF TIME BASED ESCALATIONS

-INITIAL SEVERITY 1:

         Customer Support Engineer ("CSE") committed to hourly update of
         progress to Reseller (technical contact)

- 30 MINUTES

         CSE has made initial response.

- 1 HOUR LATER

         CSE updates Reseller technical contact

         Clarify notification via email to PSAM

- 2 HOURS LATER

         CSE updates Reseller technical contact

         PSAM gets status from CSE and calls Reseller management team

         NOTE: PSAM check case notes prior to calling CSE

- 3 HOURS LATER

         CSE updates Reseller technical contact

- 4 HOURS LATER

         Customer Support Management receives email notification from Clarify

         CSE updates Reseller technical contact

         Customer Support Management updates PSAM.

         PSAM informs sales team

         PSAM talks with Reseller Management Team

- 5 HOURS LATER

         CSE updates Reseller technical contact

- 6 HOURS OR NEXT BUSINESS DAY

         IF NECESSARY, PSAM gets an update from customer support management.

         PSAM informs Reseller management and Legato sales.

         CSE formally (sub-case created) engages PSE team member

         CSE updates Reseller technical contact

- 8 HOURS LATER

         Legato Senior Managers notified (Vice President, along with
other key regional support managers within Legato Technical Support)

         Current Product Engineering (CPE) management notified

         Director of WW Premium Support is informed by PSAM

         CSE updates Reseller technical contact

 -9-11 HOURS LATER

         CSE updates Reseller technical contact hourly

 -12 HOURS LATER

         Legato Senior Management team notified via internal "Hotshot"
         notification

                  -Hotshot Audience: Vice President Technical Support; Director
                  of Premium Support

         Legato Engineering team should be engaged by CSE in support of the
         troubleshooting effort

- 24 HOURS LATER

         Formal update of Legato Executive Team via Hotshot notification

================================================================================
Authorized Technical Support Provider Agreement              Legato Confidential
051402                                                                US, Canada
                                       13
<PAGE>
                                   EXHIBIT D

       ON SITE REPLICATION AND/OR TECHNICAL SUPPORT TERMS AND CONDITIONS

                                     SAMPLE


If Legato is providing On-Site Replication and/or Technical Support personnel at
Reseller's request, the following terms and conditions apply to that
transaction. Unless defined otherwise herein, capitalized terms used in this
Exhibit shall have the same meaning as set forth in the Agreement. For the
purpose of this Exhibit D only, the definition of Technical Support, in addition
to its defined meaning in Section 1 of the Agreement, includes on-site
Replication of the Problem.


1.       ON-SITE TECHNICAL SUPPORT FEES. If Reseller requests Legato to provide
         on-site Technical Support for a Problem at its or its End-User's site,
         the fees for such support are $2500 per day, plus travel and living
         expenses, and Reseller agrees to pay such additional fees by submitting
         to Legato a purchase order or an email of its authorization to proceed
         with the intention to pay.

         The purpose of the On-Site Support is based on CASE NO.: ______________
         reported to Legato by the Reseller.

         Description of Problem to be Resolved:

         On-Site Technical Support fees exclude applicable taxes, and
         travel/living expenses, which will be separately invoiced, and due upon
         receipt.

2.       GENERAL

2.1      CONFIDENTIAL INFORMATION AND OWNERSHIP. In the performance of the
         On-Site Technical Support services, employees of each party may
         receive confidential information and materials of the other
         ("Confidential Information"). Confidential Information includes (i)
         either party's business or financial information and plans; (ii) the
         price, scope, and terms of this Agreement; (iii) any other items
         identified as being confidential by either party. Confidential
         Information will not include information that the receiving party can
         show: (a) is or becomes publicly known or available through no fault of
         the receiving party; (b) was in its possession prior to receipt from
         the disclosing party, as evidenced by business records; (c) was
         lawfully obtained from a third party who has the right to make such
         disclosure; (d) is independently developed as can be shown by
         documentation; or (e) is produced in compliance with applicable law or
         a court order, provided the receiving party first gives the disclosing
         party reasonable notice of such law or order. Both parties agree for
         themselves, their employees, and subcontractors (if applicable) that
         such information will be kept confidential, using the same degree of
         care that each party uses to protect its own confidential information,
         and not disclosed to third parties. It is understood that no patentable
         or copyrighted material, trade secrets, or other intellectual property
         is anticipated to be developed by either party as part of the provision
         of On-Site Technical Support services. Otherwise, the parties will
         execute a separate agreement accordingly.

2.2      LEGATO PROPRIETARY SOFTWARE. Legato may use certain Legato proprietary
         software in performing services. Such items are owned by Legato or its
         suppliers, who will at all times retain all rights, title and interest
         therein. Reseller agrees not to: use such software for any purpose,
         relicense, copy in whole or in part, modify, reverse engineer,
         decompile or disassemble it. Any information gained by such USE will be
         treated as Confidential Information. Upon termination of services,
         Legato will remove such software from your systems or your
         End-User's systems. Reseller agrees to certify in writing to Legato
         that no other copies of such proprietary software remain in its
         possession.

2.3      RELATIONSHIP OF THE PARTIES AND PROJECT RESPONSIBILITIES. In providing
         the On-Site Technical Support services, Legato is an independent
         contractor, and is neither an agent, partner, nor employee of Reseller.
         Legato will determine the manner in which it will perform its services.
         Reseller will provide reasonable access and facilities to Legato, as
         mutually agreeable. Prior to commencement of the On-Site Technical
         Support services, each party will advise the other of its designated
         Technical Contact for the purposes of all notification requirements
         hereunder.

================================================================================
Authorized Technical Support Provider Agreement              Legato Confidential
051402                                                                 US/Canada
                                       14

</TEXT>
</DOCUMENT>
