CROSSROADS SYSTEMS, INC. CONSULTING AGREEMENT

Exhibit 10.01

CROSSROADS SYSTEMS, INC.

CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is made and entered into as of the

15th day of February, 2005 by and. between Crossroads Systems, Inc. (the

"Company"), and Valerie H. Savage ("Consultant"). The Company desires to retain

Consultant as an. independent contractor to perform consulting services for the

Company and Consultant is willing to perform such services, on terms set forth

more fully below. In consideration of the mutual promises contained herein, the

parties agree as follows:

1. SERVICES AND COMPENSATION

(a) Consultant agrees to perform for the Company the services ("Services")

described in Exhibit A, attached hereto.

(b) The Company agrees to pay Consultant the compensation set forth in

Exhibit A for the performance of the Services.

2. CONFIDENTIALITY

(a) Definition. "Confidential Information" means any Company proprietary

information, technical data, trade secrets or know-how, including, but not

limited to, research, product plans, products, services, customers, customer

lists, markets, software, developments, inventions, processes, formulas,

technology, designs, drawings, engineering, hardware configuration information,

marketing, finances or other business information disclosed by the Company

either directly or indirectly in writing, orally or by drawings or inspection of

parts or equipment.

(b) Non-Use and Non-Disclosure. Consultant will not, during or subsequent

to the term of this Agreement, use the Company's Confidential Information for

any purpose whatsoever other than the performance of the Services on behalf of

the Company or disclose the Company's Confidential Information to any third

party. It is understood that said Confidential Information shall remain the sole

property of the Company. Consultant further agrees to take all reasonable

precautions to prevent any unauthorized disclosure of such Confidential

Information including, but not limited to, having each employee of Consultant,

if any, with access to any Confidential Information, execute a nondisclosure

agreement containing provisions in the Company's favor identical to Sections 2,

3 and 4 of this Agreement. Confidential Information does not include information

which is known to Consultant at the time of disclosure to Consultant by the

Company as evidenced by written records of Consultant, has become publicly known

and made generally available through no wrongful act of Consultant, or has been

rightfully received by Consultant from a third party who is authorized to make

such disclosure. Without the Company's prior written approval, Consultant will

not directly or indirectly disclose to anyone the existence of this Agreement or

the fact that Consultant has this arrangement with the Company.

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(c) Former Employer's Confidential Information. Consultant agrees that

Consultant will not, during the term of this Agreement, improperly use or

disclose any proprietary information or trade secrets of any former or current

employer or other person or entity with which Consultant has an agreement or

duty to keep in confidence information acquired by Consultant, if any, and that

Consultant will not bring onto the premises of the Company any unpublished

document or proprietary information belonging to such employer, person or entity

unless consented to in writing by such employer, person or entity. Consultant

will indemnify the Company and hold it harmless from and against all claims,

liabilities, damages and expenses, including reasonable attorneys' fees and

costs of suit, arising out of or in connection with any violation or claimed

violation pf a third party's rights resulting in whole or in part from the

Company's use of the work product of Consultant under this Agreement.

(d) Third party Confidential Information. Consultant recognizes that the

Company has received and in the future will receive from third parties their

confidential or proprietary information subject to a duty on the Company's part

to maintain the confidentiality of such information and to use it only for

certain limited purposes. Consultant agrees that Consultant owes the Company and

such third parties, during the term of this Agreement and thereafter, a duty to

hold all such confidential or proprietary information in the strictest

confidence and not to disclose it to any person, firm or corporation or to use

it except as necessary in carrying out the Services for the Company consistent

with the Company's agreement with such third party.

(e) Return of Materials. Upon the termination of this Agreement, or upon

Company's earlier request, Consultant will deliver to the Company all of the

Company's property or Confidential Information that Consultant may have in

Consultant's possession or control.

3. OWNERSHIP

(a) Assignment. Consultant agrees that all copyrightable material, notes,

records, drawings, designs, inventions, improvements, developments, discoveries

and trade secrets (collectively, "Inventions") conceived, made or discovered by

Consultant, solely or in collaboration with others, during the period of this

Agreement which relate in any manner to the business of the Company that

Consultant may be directed to undertake, investigate or experiment with, or

which Consultant may become associated with in work, investigation or

experimentation in the line of business of Company in performing the Services

hereunder, are the sole property of the Company. Consultant further agrees to

assign (or cause to be assigned) and does hereby assign fully to the Company all

Inventions and any copyrights, patents, mask work rights or other intellectual

property rights relating thereto. Consultant further acknowledges that all

Inventions which constitute original works of authorship (solely or jointly with

others) within the scope of and during the term hereof which qualify for

protection by copyright are "works made for hire" as that term is defined in the

United States Copyright Act.

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(b) Further Assurances. Consultant agrees to assist Company, or its

designee, at the Company's expense, in every proper way to secure the Company's

rights in the Inventions and any copyrights, patents, mask work rights or other

intellectual property rights relating thereto in any and all countries,

including the disclosure to the Company of all pertinent information and data

with respect thereto, the execution of all applications, specifications, oaths,

assignments and all other instruments which the Company shall deem necessary in

order to apply for and obtain such rights and in order to assign and convey to

the Company, its successors, assigns and nominees the sole