Exhibit 10.2

                                  June 14, 2004

Crossroads Systems, Inc.
8300 North MoPac Expressway
Austin, Texas 78759
Attention: Richard D. Eyestone

      The undersigned (the "Officer") hereby agrees that, during the period from
June 15, 2004 through December 15, 2004 (the "Period"), Officer, including all
affiliates of Officer, shall not, directly or indirectly sell, offer to sell,
contract to sell (including, without limitation, any short sale), grant any
option to purchase or otherwise transfer or dispose of the 20,937 shares of
common stock (the "Bonus Shares") of Crossroads Systems, Inc,. (the "Company")
issued by the Company to the Officer on June 15, 2004 pursuant to the 2003 Stock
Bonus Program.

      In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Bonus Shares securities held by
the Officer until the end of the Period.

      Notwithstanding the foregoing, the obligations described herein shall not
apply in the event that during the Period (i) Officer ceases to be employed by
the Company, or (ii) the Company consummates: (a) a merger or consolidation of
the Company with or into another entity in which the Company is not the
surviving entity, or a reverse triangular merger in which the Company is the
surviving entity but the shares of the Company's capital stock outstanding
immediately prior to the merger are converted by virtue of the merger into other
property, whether in the form of securities, cash, or otherwise, or (b) a sale
or transfer of the Company's properties and assets as, or substantially as, an
entirety to any other person, then, as a part of such reorganization, merger,
consolidation, sale or transfer.

                                        OFFICER:

                                        /s/ Andrea Wenholz
                                        -------------------------------------
                                        Andrea Wenholz

ACCEPTED AND ACKNOWLEDGED:

CROSSROADS SYSTEMS, INC.

By:/s/ Robert Sims
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Name:
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Title:
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Date: June 14, 2004