Exhibit 10.31

CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.

PURCHASE AGREEMENT    BETWEEN    eSoft INCORPORATED  (Buyer)    AND    WIN ENTERPRISES, INC.  (Seller)    FOR    InstaGate EX2 AND
InstaRak  (PRODUCT)    CONTRACT NO.: 1032-001

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SECTION I    RECITAL

SECTION II    PURCHASE ORDERS

SECTION III    AGREEMENT PERIOD

SECTION IV    PRICING

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SECTION V    DELIVERY

SECTION VI    PAYMENT

SECTION VII    ACCEPTANCE

SECTION VIII    PRODUCT WARRANTIES

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SECTION IX    LIMITATION OF LIABILITY

SECTION X    CONFIDENTIAL INFORMATION

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SECTION XI    FORCE MAJEURE

SECTION XII    NOTICES

If to Seller:

If to Buyer:WIN Enterprises, Inc.

eSoft, Incorporated300 Willow Street South

295 Interlocken Boulevard #500North Andover, MA 01845

Broomfield, CO 80021


SECTION XIII    GENERAL

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IN
WITNESS, the authorized representatives of the parties have executed this Agreement effective the commencement date of October 1, 2001.

|                                        |  | WIN ENTERPRISES, INC.
(Seller)           |  |     |  | (Buyer)         
|--------------------------------------- |  | ---------------------------------------- |  | --- |  | ----------------
|By:                                     |  | /s/CHIMAN PATEL                          |  | By: |  | /s/JASON ROLLINS
|Chiman Patel(Authorized Representative) |  | Jason Rollins(Authorized Representative)
|11-19-2001(Date)                        |  | 11-02-2001(Date)                        

ATTACHMENTS

EXHIBIT APRODUCT, PRICING AND LEADTIME

EXHIBIT BPRODUCT RESCHEDULE PROVISIONS

EXHIBIT CPRODUCT ESCROW

EXHIBIT DMANUFACTURING RIGHTS

EXHIBIT ENon-Cancelable, Non-Returnable Products

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EXHIBIT APRODUCT, PRICING AND LEADTIME***

The
products covered by this agreement are the InstaGate EX2 and the InstaRak.

The
Baseline Price of the InstaGate EX2 and the InstaRak is
$[***]per unit (F.O.B. North Andover,
MA), effective [***]. The following are the unit prices
through[***](F.O.B. North Andover,
MA).

Monthly
Pricing

October [***]

$
[***]November [***]

$
[***]December [***]

$
[***]Terms-Net 10 daysDecember [***]

$
[***]Terms-Net 30 days


Seller
will work with Buyer to try to reduce costs and therefore generate savings that will be shared between Buyer and Seller or to recover increased costs from Buyer that Seller incurs.

Pricing
shown above is contingent upon Seller's ability to acquire the following items at the baseline prices shown below:

Increases
in the baseline prices will result in an increase in the unit prices.

Buyer
will provide Seller with a forecast for six (6) months and Purchase Orders for the first ninety (90) days of that period. Items that are purchased by the Seller for the Buyer that
are unique to the Buyer, either by type of product or quantity purchased, will be covered under a Non-Cancelable, Non-Returnable (NCNR) Products Agreement between Buyer and
Seller. (See Exhibit E.)

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EXHIBIT BPRODUCT RESCHEDULE PROVISIONS***

|Days Prior to
Delivery Date                    |  | Reschedule
Terms                                                                                                                                                                                                           |  | Cancellation/Termination/
Expiration Liability                                                                                         
|---------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|0-30 Days                                      |  | Buyer may not reschedule an order within 30 days of the delivery date.                                                                                                                                                     |  | Buyer may not cancel an order within 30 days of the delivery date.                                                                     
|31-45 Days from original delivery date         |  | Buyer may reschedule the delivery of up to [***] of an order without additional liability provided that such rescheduled order is rescheduled to be delivered within thirty (30) days of the original delivery date.     |  | Buyer may cancel up to [***] of an order provided that items are not covered under a Non-Cancelable, Non-Returnable (NCNR) Agreement.
|46-60 Days from original delivery date         |  | Buyer may reschedule the delivery of up to [***] of an order without additional liability provided that such rescheduled order is rescheduled to be delivered within forty-five (45) days of the original delivery date. |  | Buyer may cancel up to [***] of an order provided that items are not covered under a Non-Cancelable, Non-Returnable (NCNR) Agreement.
|61-90 days from original delivery date         |  | Buyer may reschedule delivery of up to [***] of an order without additional liability provided that such rescheduled order is rescheduled to be delivered within sixty (60) days of the original delivery date.            |  | Buyer may cancel up to [***] of an order provided that items are not covered under a Non-Cancelable, Non-Returnable (NCNR) Agreement.
|90 days and beyond from original delivery date |  | Buyer may reschedule [***] of an order without additional liability provided that such rescheduled order is rescheduled to be delivered within ninety (90) days of the original delivery date.                           |  | Buyer may cancel up to [***] of an order provided that items are not covered under a Non-Cancelable, Non-Returnable (NCNR) Agreement.

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EXHIBIT CPRODUCT ESCROW

Upon
the request of eSoft, WIN shall, at eSoft's sole cost and expense, deposit all applicable documentation, schematics and processes for the complete design of the motherboard for eSoft's Instagate
EX2 product ("Documentation") with a third party escrow holder ("Escrow Holder"). The escrow agreement for the Documentation deposit shall name eSoft as beneficiary and at a minimum shall provide for
the release of the Documentation to eSoft upon the occurrence of any of the following release conditions ("Release Conditions"):



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EXHIBIT DMANUFACTURING RIGHTS ***

Ownership/Exclusivity of the design

Buyer
will own the design of the housing and associated tooling. Seller will not OEM the housing to any third party without the express written approval of Buyer. Seller will retain the manufacturing
rights to the controller until the production exceeds [ *** ], provided that Seller is able to meet the mutually agreed to quality standards.
After this production level is reached, Seller will grant Buyer the manufacturing rights to the controller.

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EXHIBIT ENon-Cancelable, Non-Returnable Products

NCNR #

Customer
Acknowledgement for orders for Non-Cancelable, Non-Returnable (NCNR) Products between WIN Enterprises, Inc., and eSoft, Incorporated.

Parts
identified below or on any attachments to this Customer Acknowledgement are NCNR Product:

Customer
acknowledges that its orders for NCNR products are firm orders and that (1) Customer will be liable for any inventory WIN Enterprises cannot absolve using all reasonable commercial
efforts to return material associated with cancelled orders (2) Customer may reschedule delivery of orders for NCNR products as defined in the Purchase Agreement between WIN
Enterprises, Inc., and eSoft, Incorporated.

|Win Part Number            |  |  |  |  |  | 
|-------------------------- |  |  |  |  |  | 
|Description                |  |  |  |  |  | 
|Manufacturer's Part Number |  |  |  |  |  | 
|Quantity                   |  |  |  |  |  | 
|Unit Price                 |  |  |  |  |  | 
|Total Value                |  |  |  |  |  | 
|Intended Coverage Period   |  |  |  |  |  | 
|Reason                     |  |  |  |  |  | 

|ACCEPTED AND AGREED:Company |  | Example
|--------------------------- |  | -------
|By:                         |  |        
|                            |  |        
|Title:                      |  |        
|                            |  |        
|Date:                       |  |        
|                            |  |        

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