Cross-collateral And Cross Default Agreement

CROSS-COLLATERAL AND CROSS DEFAULT AGREEMENT



This agreement is entered into this 1st day of October, 2007 by and among Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division ("WFBC"), and MPC Computers, LLC ("MPC"), MPC-G, LLC ( "MPC-G"), MPC Solutions Sales, LLC ("MPC-Sales"), Gateway Companies, Inc. ("GCI" ) and MPC-Pro, LLC ("MPC-Pro").



Recitals



A. WFBC and MPC are parties to an Account Purchase Agreement dated November 16, 2006 (the "MPC Agreement").



B. WFBC has a security interest in Accounts Receivable of MPC pursuant to the MPC Agreement.



C. WFBC and MPC-G are parties to an Account Purchase Agreement dated November 16, 2006 (the "MPC-G Agreement").



D. WFBC has a security interest in Accounts Receivable of MPC-G pursuant to the MPC-G Agreement.



E. WFBC and MPC-Sales are parties to an Account Purchase Agreement dated November 16, 2006 (the "MPC-Sales Agreement").



F. WFBC has a security interest in Accounts Receivable of MPC-Sales pursuant to the MPC-Sales Agreement.



G. WFBC and GCI are parties to an Account Purchase Agreement dated October 1, 2007 (the "GCI Agreement").



H. WFBC and MPC-Pro are parties to an Account Purchase Agreement dated October 1, 2007 (the "MPC-Sales Agreement").



I. WFBC has a security interest in Accounts Receivable of MPC-Pro pursuant to the MPC-Sales Agreement.



J. MPC desires to sell receivables to WFBC pursuant to the MPC Agreement.



K. MPC-G desires to sell receivables to WFBC pursuant to the MPC-G Agreement.



L. MPC-Sales desires to sell receivables to WFBC pursuant to the MPC-Sales Agreement.



M. GCI desires to sell receivables to WFBC pursuant to the GCI Agreement.



N. MPC-Pro desires to sell receivables to WFBC pursuant to the MPC-Sales Agreement.








O. Before purchasing receivables from MPC, MPC-G, MPC-Sales, GCI and MPC-Pro, WFBC requires that the obligations of MPC under the MPC Agreeme ...