0001289871-07-000122 Sample Contracts

ACCOUNT PURCHASE AGREEMENT
Account Purchase Agreement • October 9th, 2007 • MPC Corp • Services-prepackaged software • Colorado

This Agreement is dated as of October 1st, 2007 between Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division (“WFBC”), and MPC-Pro, LLC (“Customer”). The Customer and WFBC agree as follows:

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GUARANTY BY CORPORATION
Guaranty • October 9th, 2007 • MPC Corp • Services-prepackaged software • Colorado

This Guaranty, dated as of October 1, 2007, is made by MPC Corporation, a Colorado corporation (the “Guarantor”), for the benefit of Wells Fargo Bank, National Association through its operating Division Wells Fargo Business Credit (with its successors and assigns, the “WFBC”).

October ____, 2007
Asset Purchase Agreement • October 9th, 2007 • MPC Corp • Services-prepackaged software • Delaware

Re: Asset Purchase Agreement dated September 4, 2007 (the “Purchase Agreement”) by and among MPC CORPORATION, a Colorado corporation (“Company”), MPC-PRO, LLC, a Delaware limited liability company (“Buyer”), GATEWAY, INC., a Delaware corporation (“Gateway”) and GATEWAY TECHNOLOGIES, INC., a Delaware corporation.

SECOND AMENDMENT TO ACCOUNT PURCHASE AGREEMENT
Account Purchase Agreement • October 9th, 2007 • MPC Corp • Services-prepackaged software

This Second Amendment to Account Purchase Agreement dated as of this 1st day of October, 2007 shall modify that certain Account Purchase Agreement dated November 14, 2006, as amended (the "Agreement"), by and between Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division (“WFBC”), and MPC Computers, LLC (“Customer”).

LIMITED LICENSE OF GATEWAY’S RIGHTS
Limited License Agreement • October 9th, 2007 • MPC Corp • Services-prepackaged software • Delaware

This Limited License of Gateway’s Rights (“Agreement”) is entered into effective as of October ____, 2007 (“Effective Date”), by and between MPC Corporation, a Colorado corporation (“Licensee” or “MPC”) and Gateway, Inc., a Delaware corporation (“Licensor” or “Gateway”). MPC and Gateway may be referred to individually as a “Party” or collectively as the “Parties” to this Agreement.

AGREEMENT
Asset Purchase Agreement • October 9th, 2007 • MPC Corp • Services-prepackaged software

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”), Gateway, Inc. (“Gateway”), Gateway Companies, Inc. (“Gateway Companies”) and MPC-Pro, LLC (“MPC”), a wholly-owned subsidiary of MPC Corporation (“MPC Parent”).

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 9th, 2007 • MPC Corp • Services-prepackaged software

This Amendment No. 1 to Registration Rights Agreement (this “Amendment”) is made and entered into as of October 1, 2007, among MPC Corporation, a Colorado corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

CROSS-COLLATERAL AND CROSS DEFAULT AGREEMENT
Cross-Collateral and Cross Default Agreement • October 9th, 2007 • MPC Corp • Services-prepackaged software

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”).

AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE
Convertible Debenture Amendment • October 9th, 2007 • MPC Corp • Services-prepackaged software • New York

THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Amendment”), is dated as of October 1, 2007 by and between MPC Corporation (formerly Hyperspace Communications, Inc.) (the "Company") and Crestview Capital Master LLC (the "Holder").

MPC Corporation Nampa, Idaho 83687
Asset Purchase Agreement • October 9th, 2007 • MPC Corp • Services-prepackaged software • Delaware

In connection with the Asset Purchase Agreement (the “Agreement”) dated as of September 4, 2007, by and among MPC Corporation, a Colorado corporation (“MPC”), MPC-PRO, LLC, a Delaware limited liability company (“Buyer”), Gateway, Inc., a Delaware corporation (“Seller”) and Gateway Technologies, Inc., a Delaware corporation (“Gateway Technologies”), the parties to the Agreement hereby agree as follows:

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • October 9th, 2007 • MPC Corp • Services-prepackaged software • Delaware

Transition Services Agreement (this “Agreement”) dated as of this ____ day of October, 2007, among MPC PRO, LLC, a Delaware limited liability company (“Buyer”) and GATEWAY, INC., a Delaware corporation (“Seller”) (together, the “Parties”).

AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE
Convertible Debenture • October 9th, 2007 • MPC Corp • Services-prepackaged software • New York

THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Amendment”), is dated as of October 1, 2007 by and between MPC Corporation (formerly Hyperspace Communications, Inc.) (the "Company") and Toibb Investment LLC (the "Holder").

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