[MTI LOGO]



                           MTI TECHNOLOGY CORPORATION



                           CHANGE OF CONTROL AGREEMENT



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

17, 2004 (the "Effective Date"), between MTI TECHNOLOGY CORPORATION, a

corporation organized under the laws of the State of Delaware (the "Company"),

and SCOTT POTERACKI (the "Employee").



                                    RECITALS



      A. Employee was hired by MTI on or about NOVEMBER 4, 2004, to serve as the

Company's CHIEF FINANCIAL OFFICER.



      B. The Board of Directors of the Company (the "Board") recognizes that the

possibility of a Change in Control (as hereinafter defined) exists and that the

threat or the occurrence of a Change in Control can result in significant

distractions to its key personnel because of the uncertainties inherent in such

a situation;



      C. The Board has determined that it is essential and in the best interest

of the Company and its stockholders to retain the services of the Employee in

the event of a threat or occurrence of a Change in Control and to ensure the

Employee's continued dedication and efforts in such event without undue concern

for the Employee's personal, financial and employment security; and



      D. In order to induce the Employee to continue employment with the

Company, as well as to remain with the Company in the event of a threat or the

occurrence of a Change in Control, the Company desires to enter into this

Agreement with the Employee to provide the Employee with certain benefits in the

event that the Employee's employment is terminated as a result of, or in

connection with, a Change in Control.



                                    AGREEMENT



      In consideration of the respective agreements of the parties contained

herein, it is agreed as follows:



      1. Term Of Agreement. This Agreement shall commence as of the Effective

Date and shall continue in effect until one (1) year after the Effective Date;

provided, however, that commencing on each anniversary of the Effective Date,

the term of this Agreement shall automatically be extended for one (1) year

unless the Company or the Employee shall have given written notice to the other

at least ninety (90) days prior thereto that the term of this Agreement shall

not be so extended; and provided, further, however, that notwithstanding any

such notice by



MTI



                        MTI- Change of Control Agreement - S Poteracki 11-17-04



                                  Page 1 of 12

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the Company not to extend, the term of this Agreement shall not expire prior to

the expiration of twelve (12) months after the occurrence of a Change in

Control.



      2.    Definitions.



            2.1. Accrued Compensation. For purposes of this Agreement, "Accrued

Compensation" shall mean an amount which shall include all amounts earned or

accrued through the "Termination Date" (as hereinafter defined) but not paid as

of the Termination Date, including (i) base salary, (ii) reimbursement for

reasonable and necessary expenses incurred by the Employee on behalf of the

Company during the period ending on the Termination Date, (iii) accrued, but

unused vacation pay and (iv) bonuses and incentive compensation (other than the

Pro Rata Bonus (as hereinafter defined)).



            2.2. Base Amount. For purposes of this Agreement, "Base Amount"

shall mean the greater of the Employee's annual base salary (a) at the rate in

effect on the Termination Date or (b) at the highest rate in effect at any time

during the ninety (90) day period prior to the Change in Control, and shall

include all amounts of base salary that are deferred under the Employee benefit

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