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SCOTT C. CLARKSON (STATE BAR NO. 143271) EVE A. MARSELLA (STATE BAR NO. 165797) CLARKSON, GORE & MARSELLA, APLC 3424 Carson Street, Suite 350 Torrance, CA 90503 Telephone: (310) 542-0111 Facsimile: (310) 214-7254 [Proposed] Bankruptcy Counsel to MTI Technology Corporation., a Delaware corporation, Debtor and Debtor in Possession

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION In re: ) ) MTI TECHNOLOGY CORPORATION, a ) Delaware corporation, ) ) Debtor and Debtor-in-Possession. ) ) ) ) ) ) ) ) ) Case No. SA 07-13347-ES In a Chapter 11 Case APPLICATION OF MTI TECHNOLOGY CORPORATION TO EMPLOY BANKRUPTCY COUNSEL (CLARKSON, GORE & MARSELLA, APLC); DECLARATION RE DISINTERESTEDNESS OF SCOTT C. CLARKSON [No Hearing Required]

TO THE HONORABLE ERITHE A. SMITH, UNITED STATES BANKRUPTCY JUDGE: This Application of MTI Technology Corporation, a Delaware corporation, Chapter 11 Debtor and Debtor in Possession (the "Debtor"), respectfully requests Court approval of the Debtors employment of Clarkson, Gore & Marsella ("CG&M"), a Professional Law Corporation, as its bankruptcy counsel. In support of this Application, the Debtor represents as follows: BACKGROUND 1. This case commenced on October 15, 2007 (the Petition Date), by the filing of a

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voluntary chapter 11 petition (the Petition) by the Debtor, whereupon the Debtor became a chapter 11 Debtor in Possession. 2. The Debtor is a global provider of end-to-end information infrastructure solutions

for mid to large size companies. With more than 20 years experience in delivering innovative technology solutions and more than 5 million hours of providing professional services, the Debtor is a leader in end-to-end information infrastructure solutions that span analysis, design,

7 8 9 10 11 12 13 14 15 16 4. 17 this case are duly admitted to practice law in the courts of the State of California and in the 18 United States District Court for the Central District of California, among others. A summary of 19 the experience and qualifications of those members of CG&M expected to render services to the 20 Debtor is attached as Exhibit "A" to the annexed Declaration of Scott C. Clarkson (the "Clarkson 21 Declaration"). 22 SCOPE OF CG&M'S EMPLOYMENT 23 24 25 26 27 28 5. counsel. 6. In general, CG&M will be responsible for: (a) review of the preparation of all Subject to this Court's approval, the Debtor will engage CG&M as its bankruptcy All attorneys comprising or associated with CG&M who will render services in 3. implementation and has strategic technology and services relationships with industry leaders including, EMC, Microsoft, VMWARE, Symantec and Cisco. THE FIRM The Debtor desires to employ Scott C. Clarkson, Barry R. Gore, Eve A. Marsella,

Stephen A. Biegenzahn, and other members, associates and attorneys of counsel of CG&M, as the Debtors bankruptcy counsel in connection with this case. CG&M is composed of attorneys who mainly practice in the areas of insolvency, reorganization, and bankruptcy law. CG&M is highly skilled and qualified to represent the Debtor in this case.

schedules, statements of financial affairs, UST disclosures and reports; (b) developing through discussion with the Debtor and other parties in interest, the Debtor's legal positions and strategies with respect to all facets of this case; (c) negotiating and assisting in the development, approval

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and implementation of the Debtors future financing, sale of assets and plan of reorganization; (d) assisting in developing and implementing the Debtors position with respect to all pleadings and court appearances related thereto;(e) providing certain non-securities, non-tax related corporate legal services with respect to DIP financing closings, asset sales closings (except for those services where Special Counsel is engaged by the Debtor); (f) claims analysis and objections; (g) recovery analyses under sections 544, 547, 548, 549 and 550 of the United States Bankruptcy Code; and (h) any other activities required as general bankruptcy counsel to the Debtor. 7. Should it become necessary for the Debtor to obtain counsel to render advice to

the Debtor on matters outside the scope of CG&Ms employment, the Debtor will do so. COMPENSATION ARRANGEMENT 8. A pre-petition retainer paid by the Debtor of $195,000.00 has been made to

CG&M for services rendered and costs incurred in connection with this case. Prior to the Petition Date, $89,138.36 was drawn down by CG&M for payment of pre-petition services. $105,861.64 remains in trust at this time. Subject to the Court's approval, CG&M will charge the Debtors estate for its services to the Debtor in accordance with its ordinary and customary rates in effect at the time services are rendered. A list of the hourly rates for CG&M and of those members CG&M expected to render services to the Debtor is annexed as Exhibit "B" to the Clarkson Declaration. There is no agreement or understanding between CG&M or any other entity for the sharing of compensation to be received by CG&M for services rendered in connection with this case. Other than the $195,000.00 pre-petition retainer paid to CG&M, no other compensation will hereafter be paid to CG&M except as permitted by Court order and/or the U.S. Trustee Guidelines. CG&M IS DISINTERESTED 9. To the best of CG&Ms knowledge, based upon and subject to the disclosures in

the Clarkson Declaration, except as they are or have been the attorneys for the Debtor, CG&M and all of the attorneys comprising or employed by it are disinterested persons who do not hold or represent an interest adverse to the Debtors estate and do not have any connection with the 3

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Debtor or the Debtors creditors, or any other party in interest in this case, their respective attorneys or accountants, the United States Trustee, or any person employed in the office of the United States Trustee. 10. CG&M has no interest adverse to the interest of the Debtors estate, or of any

class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, its creditors, or an investment banker for any security of the Debtor or its creditors, or for any other reason. NOTICE 11. Pursuant to Federal Rule of Bankruptcy Procedure 9034 and Guideline 2.1 of the

United States Trustee Guidelines, this Application has been contemporaneously transmitted to the Office of the United States Trustee. CONCLUSION 12. The employment of Scott C. Clarkson, Eve A. Marsella, and any other members

and of counsel of CG&M as the Debtor's bankruptcy counsel is in the best interest of the estate. WHEREFORE, the Debtor prays that it be authorized to employ Scott C. Clarkson and other members, associates and attorneys of counsel of CG&M, as their bankruptcy counsel with compensation that is at the expense of the estate to be in such amount as the Court may hereafter allow. Dated: October 19, 2007 MTI TECHNOLOGY CORPORATION A Delaware Corporation /s/ Tom Raimondi CEO and President Submitted by: __________/s/_____________________ SCOTT C. CLARKSON CLARKSON, GORE & MARSELLA, APLC A PROFESSIONAL LAW CORPORATION [Proposed] Bankruptcy Counsel to the Debtor and Debtor in Possession By: ______________

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COMMENTS OF THE OFFICE OF THE UNITED STATES TRUSTEE ( ) ( ) ( ) ( ) THE U.S. TRUSTEE TAKES NO POSITION. THE U.S. TRUSTEE HAS NO OBJECTION. THE U.S. TRUSTEE OBJECTS AND REQUESTS A HEARING. AN OBJECTION IS RAISED AS SET FORTH BELOW.

COMMENTS:

Dated ________, 2007

OFFICE OF THE U.S. TRUSTEE

By_________________________________ Name_______________________________ Attorney for the United States Trustee Case Name: In re MTI TECHNOLOGY CORPORATION. a Delaware Corporation, Debtor and Debtor in Possession Case Number: SA 07-13347-ES (Voluntary Chapter 11 case) Type of Document: Application of the Debtor in Possession To Employ Bankruptcy Counsel (Clarkson, Gore & Marsella, a Professional Law Corporation)

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DECLARATION OF SCOTT C. CLARKSON I, Scott C. Clarkson, declare: 1. I am over eighteen years of age and have personal knowledge of the facts

set forth herein, and if called as a witness, would testify competently with respect thereto from my own personal knowledge except as otherwise stated. 2. I am a member of Clarkson, Gore & Marsella, APLC ("CG&M). This

declaration is submitted in support of the "Application of the Debtor in Possession To Employ Bankruptcy Counsel (Clarkson, Gore & Marsella, a Professional Law Corporation)" (the "Application"), filed by MTI TECHNOLOGY CORPORATION, a Delaware corporation, Debtor and Debtor in Possession ("Debtor"). 3. The Debtor desires to employ CG&M and the members, associates and

attorneys of counsel of CG&M as the Debtors counsel in connection with this case. Because CG&M is composed of attorneys who specialize in the areas of insolvency, reorganization, and bankruptcy law, CG&M is well qualified to represent the Debtor. All attorneys comprising or associated with CG&M who will render services in these cases are duly admitted to practice law in the courts of the State of California and in the United States District Court for the Central District of California, among other courts. A summary of the experience and qualifications of those members of CG&M expected to render services to the Debtor is attached as Exhibit "A" to this declaration. 4. In general, CG&M will be responsible for: (a) preparation of all schedules,

statements of financial affairs, UST disclosures and reports; (b) developing through discussion with the Debtor and other parties in interest, the Debtors legal positions and strategies with respect to all facets of these cases; (c) negotiating and assisting in the development, approval and implementation of the Debtors financing, asset sale and plan of reorganization; and (d) assisting in developing and implementing the Debtor's position with respect to all pleadings and court appearances related thereto. /// /// 6

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5.

Should it become necessary for the Debtor to obtain counsel to render

advice to the Debtor on matters outside the scope of CG&Ms employment, the Debtor will do so. 6. Other than a $195,000.00 pre-petition retainer received, no other payments

have been made or promised to CG&M for services rendered in any capacity whatsoever in connection with these cases. A pre-petition retainer of $195,000.00 has been made to CG&M for services rendered and costs incurred in connection with this case. Prior to the entry for the Order for Relief on October 15, 2007, $89,138.36 was drawn down by CG&M for payment of prepetition services. $105,861.64 remains in trust at this time. Subject to the Court's approval, CG&M will charge the Debtor's estate for its services to the Debtor in accordance with its ordinary and customary rates in effect at the time services are rendered. A list of the hourly rates for CG&M and of those members of CG&M expected to render services to the Debtors is annexed hereto as Exhibit "B". There is no agreement or understanding between CG&M or any other entity for the sharing of compensation to be received for services rendered in or in connection with these cases. 7. No compensation will hereafter be paid to CG&M except as permitted by

Court order and/or the U.S. Trustee Guidelines. 8. To the best of CG&Ms knowledge, except as they are or have been the

attorneys for the Debtor, CG&M and all of the attorneys comprising or employed by it are disinterested persons who do not hold or represent an interest adverse to the Debtors estate and do not have any connection with the Debtors, its creditors, or any other party in interest in this case, their respective attorneys or accountants, the United State Trustee, or any person employed in the office of the United States Trustee. /// /// /// ///

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9.

CG&M has no interest adverse to the interest of the Debtors estate, or of

any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, any creditor, or an investment banker for any security of the Debtor, its creditors, or for any other reason. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 19th day of October, 2007, at Los Angeles, California.

__/s/ Scott C. Clarkson_____________

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EXHIBIT "A"
BIOGRAPHIES OF MEMBERS AND OTHER ATTORNEYS ASSOCIATED WITH CLARKSON, GORE & MARSELLA, A PROFESSIONAL LAW CORPORATION, EXPECTED TO RENDER SERVICES TO THE TRUSTEE SCOTT C. CLARKSON - Born Houston, Texas, September 6, 1954. Admitted to California bar, 1989, District of Columbia bar 1986, Commonwealth of Virginia bar 1982. Former Chairman, Los Angeles County Bar Association Bankruptcy Committee (2005-2007); Current Vice Chair, Commercial and Bankruptcy Law Section (2007), LACBA; Martindale Hubbell AV Rated. Author: Representing Creditors in Individual and Small Business Chapter 11 Cases, Personal and Small Business Bankruptcy Practice in California, California Continuing Education of the Bar (CEB), 2002 to 2007 editions. Author: "More About the Bankruptcy Act of 1978", American Bar Association Journal, May 1979; "A Legislative History of the Bankruptcy Court System", Annual Survey of Bankruptcy Law, Emory University, 1979. Coauthor: "Private Relief Legislation in the United States Congress", West Federal Practice Manual, 1980; "The New RCRA: Legislative Mandates, Regulatory Resources", Vol. 1, No. 6, Hazardous Substances Journal, April 1986. Editor: "The Legislative History of Hazardous and Solid Waste Amendments of 1984", Institute for Law and Public Health Protection, November 1985; "The Legislative History of the Superfund Amendments of 1986", Institute of Law and Public Health Protection, April 1987. Education: Indiana University (B.A. with Honors, 1979); George Mason University School of Law (J.D., 1982); Articles Editor, Law Review, 1982; Law Clerk to U.S. District Judge William L. Hungate, Eastern Division of Missouri. Professional Affiliations: Professional Affiliations: Chair, Los Angeles County Bar Association Bankruptcy Law Committee; Member, Executive Committee of Commercial Law and Bankruptcy Section. Former Local Bankruptcy Rules Committee Chair, Legislative Committee Chair, 1998. Los Angeles Bankruptcy Forum (Member of Board of Directors, 2002-2003); 9

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South Bay Bar Association, Financial Lawyers Conference; American Bar Association (Member, Business Bankruptcy Section Subcommittee on Legislation), Member of Advisory Board to Norton's Annual Survey of Bankruptcy Law, 1979-81. Legislative Director for U.S. Congressman Harold L. Volkmer, United States House of Representatives, assigned to House Judiciary Committee's redrafting of the Federal Bankruptcy Code, 1977-79. Bankruptcy Trustee, the District of Columbia and Eastern Virginia, 1979-82. EVE A. MARSELLA - Born September 24, 1966. Admitted to California bar, 1993, U.S. District Court, Central and Southern Districts of California. Education: University of California at Los Angeles (B.A. English, 1989); Loyola Law School (J.D. 1992). Professional Affiliations: Los Angeles County Bar Association, South Bay Bar Association, American Bar Association, Phi Delta Phi Law Fraternity, South Bay American Inn of Court, Financial Lawyers Conference, South Bay Women Lawyers Association (President, 2001). BARRY R. GORE - Admitted to California bar 1989; United States Court of Appeals, Ninth Circuit, 1989; United States District Court, Northern, Central and Southern Districts. Education: Wharton School of Finance and Commerce, University of Pennsylvania (B.S., 1982); Graduate School of Business Administration, University of Southern California (M.B.A.

19 20 21 22 23 24 25 26 27 28 Business Bankruptcy Committee and Subcommittee on Bankruptcy Aspects of Business Transactions); Los Angeles County Bar Association; South Bay Bar Association; Beverly Hills 10 Dean's List, 1989); Loyola Law School (J.D., 1988). Born Washington, D.C., April 10, 1960. Judicial Extern: Federal Judicial Extern to the Honorable Barry J. Russell of the of the United States Bankruptcy Court of the Central District of California (1988). Judge Pro Tempore: Municipal Court for the County of Los Angeles, State of California, South Bay Judicial District, 1995. Professional Affiliations: State Bar of California; American Bar Association (Member,

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Bar Association (Member, Executive Committee of the Bankruptcy Section and Executive Committee of the Vintage Bouquet Wine Auction); Financial Lawyers Conference; Los Angeles World Affairs Council; Phi Alpha Delta; Wharton School and University of Pennsylvania Alumni Clubs (Member, Secondary Schools Recruiting Committee).

5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 11 American Bankruptcy Institute; Financial Lawyers Conference STEPHEN F. BIEGENZAHN - Admitted to California bar 1974; United States Court of Appeals, Ninth Circuit; United States District Court, Northern, Central, Eastern, and Southern Districts. Education: Stanford University, (B.S., 1971);Stanford Law School, (J.D. 1974). Born San Francisco, November 15, 1949. Professional Affiliations: State Bar of California; Los Angeles County Bar Association;

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EXHIBIT "B"
CLARKSON, GORE & MARSELLA, A PROFESSIONAL LAW CORPORATION 2007 RANGE OF HOURLY GUIDELINE RATES General Range of Rates Principals ..............................................................................................................$350-400 Associated Counsels.............................................................................................$350-400 Law Clerks ...........................................................................................................$100-125 Paralegals .............................................................................................................$100-150

Principals Expected to be Most Active

Billing Rate

Scott C. Clarkson......................................................................................................... $400 Bary R. Gore ............................................................................................................... $400 Eve A. Marsella........................................................................................................... $350 Associated Counsels expected to be Most Active Stephen A. Biegenzahn ............................................................................................... $400

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