v0807ex10-71.htm


    EXHIBIT 10.71

     

    
      ESCROW
AGREEMENT

      


      This
ESCROW AGREEMENT (this “Agreement”) is dated
as of the 9th day of
July, 2008, by and among Allied Digital Services Limited, an Indian limited
company, (“Buyer”) and En Pointe
Technologies Sales, Inc., a Delaware corporation (“Seller”), and U.S.
Bank National Association, a national banking association (the “Escrow Agent”), as
escrow agent.  The Buyer and Seller are sometimes referred to herein,
collectively, as the “Interested
Parties.”

       

      WHEREAS,
the Buyer and Seller have entered into a Limited Liability Company Interest
Purchase Agreement, dated July 9th, 2008 (the “Purchase Agreement”),
pursuant to which the Escrow Units, the Seller Earnout Shares and the Cash
Earnout Amount (each as defined below) have been withheld and are to be placed
in escrow as a source of the payment for certain indemnification obligations
that may arise pursuant to Section 9 of the
Purchase Agreement; and

       

      WHEREAS,
the Interested Parties wish to engage the Escrow Agent to act, and the Escrow
Agent is willing to act, as escrow agent hereunder and, in that capacity, to
hold, administer and distribute the Escrow Units, Seller Earnout Shares and the
cash deposited in escrow hereunder in accordance with, and subject to, the terms
of this Agreement.

       

      NOW
THEREFORE, for valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:

       

      Section 1 Definitions.

       

      Capitalized
terms used herein but not defined shall have their respective meanings as set
forth in the Purchase Agreement.

       

      “Alternative Cash Earnout
Amount” shall mean Thirteen Million Three Hundred Forty-five Thousand
Dollars ($13,345,000).

       

      “Auditor’s Report”
means an audit report prepared by California based auditing firm certified to
audit Nasdaq listed companies as to Target Revenues (as defined in the Purchase
Agreement).

       

      “Cash Earnout Amount”
means Two Million Dollars ($2,000,000).

       

      “Claim” means a claim
for indemnification under Section 9 of the Purchase Agreement made by
Buyer.

       

      “Claim Notice” shall
mean written notice of a Claim made by Buyer pursuant to Section 9.5 of the
Purchase Agreement.

       

      “Closing Date” shall
mean the consummation of the transactions contemplated by the Purchase
Agreement, the Interested Parties anticipate that the Closing Date will occur on
or about July 9, 2008.

       

      “Company” shall mean
En Pointe Global Services, LLC, a Delaware limited liability
company.

       

      “Effective
Time” means
the date the Purchase Agreement is executed.

       

      “Escrow Period” means
that time period beginning at the Effective Time and ending on the Release
Date.

       

      “Escrow Property”
means the Seller Earnout Shares, the Cash Earnout Amount and the Escrow
Units.

       

      “Escrow Units” means
52,913 Series A common membership units of the Company.

       

      “Release Date” means
the date which is sixty (60) business days after the first (1st) anniversary of
the Closing Date.

       

      “Seller Earnout
Shares” shall mean Seven Hundred Forty-Five Thousand (745,000) ordinary
shares of Buyer.

       

      Section 2 Deposit
of Escrow Property.

       

      2.1 Escrow.

       

      (a) As soon
as practicable (but in no event later than 75 days after the Closing Date),
Buyer shall deliver to the Escrow Agent the Seller Earnout Shares, and the
Escrow Agent shall hold and administer the Seller Earnout Shares subject to the
terms of this Agreement.  The Escrow Agent shall have no
responsibility for the genuineness, validity, market value, title or sufficiency
for any intended purpose of the Seller Earnout Shares.  In the event
Buyer is unable to procure Indian regulatory approvals for the Seller Earnout
Shares in accordance with the Purchase Agreement, Buyer shall deliver the
Alternative Cash Earnout Amount to the Escrow Agent in lieu of the “Seller
Earnout Shares.”  In such event, the Alternative Cash Earnout Amount
shall be treated in all respects as “Seller Earnout Shares” for purposes of this
Agreement.

       

      (b) As soon
as practicable (but in no event later than 75 days after the Closing Date),
Buyer shall deliver to the Escrow Agent cash the Cash Earnout Amount, (the
“Cash Earnout
Amount, together with the Seller Earnout Shares or the Alternative Cash
Earnout Amount, the “Earnout
Consideration”) subject to the terms of this Agreement.

       

      (c) Within
seven (7) days after the Closing Date, Seller shall deliver the Escrow Agent
certificates representing the Escrow Units, and the Escrow Agent shall hold and
administer the certificates subject to the terms of this
Agreement.  The Escrow Agent shall have no responsibility for the
genuineness, validity, market value, title or sufficiency for any intended
purpose of the Escrow Units.

       

      Section 3 Claims
and Payment; Release from Escrow.

       

      3.1 Claim
Notice.

       

      (a) In the
event that the Company, for any reason, fails to achieve the Target Revenues (as
defined in the Purchase Agreement) as set forth in Section 9.3 of the Purchase
Agreement, an officer of Buyer shall execute and deliver a Claim Notice to
Seller and the Escrow Agent in accordance with Section 9.5 of the Purchase
Agreement as promptly as reasonably practicable (but in no event later than the
Release Date accompanied by the Auditor’s Report).  For the avoidance
of doubt, a copy of Section 9 of the Purchase Agreement is attached hereto as
Exhibit
A.  Such Exhibit A shall be
updated to reflect any amendments to Section 9 of the Purchase
Agreement.

       

      (b) In the
event that Seller is entitled to, or seeks to assert its rights to the return of
any of the Escrow Units as set forth under Section 9.2(b) of the Purchase
Agreement, an officer of Seller shall execute and deliver a Claim Notice to
Buyer and the Escrow Agent in accordance with Section 9.5 of the Purchase
Agreement, as promptly as reasonably practicable (but in no event later than the
Release Date).

       

      3.2 Contents of Each Claim
Notice.  Each Claim Notice given by Buyer or Seller pursuant to
Section 3.1 above shall
be set forth in writing and shall contain the information required by Section
9.5 of the Purchase Agreement.

       

      3.3 Requirement of Resolution of
Claims.  The Escrow Agent shall not act regarding any of the
Earnout Consideration or Escrow Units held pursuant to a Claim Notice until the
Claim(s) underlying such Claim Notice has been resolved in accordance with
Section 9 of the Purchase Agreement.  Upon resolution of such
Claim(s), Buyer and Seller shall promptly deliver to the Escrow Agent a written
notice executed by both parties instructing the Escrow Agent as to what portion
of the Earnout Consideration or Escrow Units, if any, shall be distributed to
Buyer or Seller, as the case may be, in connection with the resolution of such
Claim(s).  Should any Claim(s) result in the release of a portion of
(but not all of) the Earnout Consideration to Buyer or Seller, the Earnout
Consideration released shall be apportioned between the Seller Earnout Shares
and the Cash Earnout Consideration in the same proportions as such amounts
represent in the Escrow at the time of release.

       

      3.4 Release of Earnout
Consideration.

       

      (a) Release of Earnout
Consideration Generally.  On the Release Date, in accordance
with Section 3.4(c) below, the
Escrow Agent shall deliver the Earnout Consideration to the
Seller.  The Earnout Consideration released shall equal the Earnout
Consideration, minus any Earnout Consideration that is returned to Buyer in
connection with the satisfaction of a Claim by Buyer.

       

      (b) Earnout Consideration
Subject to Pending Claims.  In the event that there are any
pending Claims as defined in section 3.1 (a) on the Release Date, the Escrow
Agent shall continue to hold the Earnout Consideration that is subject to such
pending Claims until they are resolved in accordance with Section 9 of the
Purchase Agreement and the Escrow Agent receives a written notice of resolution
of each specific pending Claim from the Buyer and Seller. After the Escrow Agent
receives such notice, the Escrow Agent shall, as appropriate: (a) deliver to
Seller the amount of Earnout Consideration, if any, due to Seller in accordance
with the resolution of such Claim(s) in accordance with Section 3.4(c) below;
(b) charge and allocate Earnout Consideration to Seller in satisfaction of the
resolution of such Claim(s) and return such Earnout Consideration back to Buyer;
and (c) notify Seller in writing of any deduction of Earnout Consideration as
promptly as reasonably practicable.

       

      (c) Procedure for Release and
Delivery.  Within seven (7) business days after the Release
Date, the Escrow Agent shall deliver the Earnout Consideration to the
Seller.

       

      3.5 Release of Escrow
Units.

       

      (a) Release of Escrow Units
Generally.  On the Release Date, in accordance with Section 3.4(c) below, the
Escrow Agent shall deliver the Escrow Units to the Seller.  The Escrow
Units released shall equal the Escow Units, minus any Escrow Units that are
returned to Buyer in connection with the satisfaction of a Claim by
Buyer.

       

      (b) Escrow Units Subject to
Pending Claims.  In the event that there are any pending Claims
as defined in section 3.1 (b) on the Release Date, the Escrow Agent shall
continue to hold the Escrow Units that are subject to such pending Claims until
they are resolved in accordance with Section 9 of the Purchase Agreement
and the Escrow Agent receives a written notice of resolution of each specific
pending Claim from the Buyer and Seller. After the Escrow Agent receives such
notice, the Escrow Agent shall, as appropriate: (a) deliver to Seller the amount
of Escrow Units, if any, due to Seller in accordance with the resolution of such
Claim(s) in accordance with Section 3.5(c) below;
(b) charge and allocate Escrow Units to Seller in satisfaction of the resolution
of such Claim(s) and return such Escrow Units back to Buyer; and (c) notify
Seller in writing of any deduction of Escrow Units as promptly as reasonably
practicable.

       

      (c) Procedure for Release and
Delivery.  Within seven (7) business days after the Release
Date, the Escrow Agent shall deliver the Escrow Units to the
Seller.

       

      Section 4 Certain
Terms Concerning Escrowed Property.

       

      4.1 Escrow
Property.

       

      (a) No Duty to Vote or Preserve
Rights in Escrow Stock

       

      Neither
the Escrow Agent nor its nominee shall be under any duty to take any action to
preserve, protect, exercise or enforce any rights or remedies under or with
respect to the Escrow Property (including without limitation with respect to the
exercise of any voting or consent rights, conversion or exchange rights, defense
of title, preservation of rights against prior matters or
otherwise).  The Escrow Agent shall not be under any duty or
responsibility to forward to any Interested Party, or to notify any Interested
Party with respect to, or to take any action with respect to, any notice,
solicitation or other document or information, written or otherwise, received
from an issuer or other person with respect to the Seller Earnout Shares,
including but not limited to, proxy material, tenders, options, the pendency of
calls and maturities and expiration of rights.

       

      (b) Dividends and
Proceeds.

       

      (i) Dividends Held In
Escrow.  Any dividends,
whether cash dividends or stock dividends, stock splits, and any other
distributions from or under the Escrow Earnout Shares and/or Escrow Units,
received by the Escrow Agent from time to time during the term of this Agreement
shall be added to and become a part of the Escrow Property (and, as such, shall
become subject to the terms of this Agreement).  Upon distribution of
the Escrow Earnout Shares and/or Escrow Units, in addition to receipt of such
shares or units, the Escrow Agent shall deliver the pro rata balance of the
related accumulated dividends to the recipients thereof.

       

      (ii) Investment.  The
Escrow Agent shall be under no obligation or duty to invest (or otherwise pay
interest on) any cash it may receive as part of the Escrow Property from time to
time; provided, however, that the Escrow Agent is hereby authorized to invest
any cash it may hold from time to time hereunder in the U.S. Bank Money Market
Account, and the
Escrow Agent shall have no liability for any investment losses suffered,
including without limitation any market loss on any investment liquidated prior
to maturity in order to make a payment required hereunder.  Any
earnings received on any such investment shall be added to and shall become part
of the Escrow Property.  Upon any distribution of the Cash Earnout
Amount or the Alternative Cash Earnout Amount, if applicable, in addition to
receipt of such Amount, the Escrow Agent shall deliver the pro rata balance of
the related accumulated earnings to the recipients thereof.

       

      (iii) Tax
Reporting.  The Interested Parties agree that, for tax
reporting purposes, all interest or other income earned from the investment of
the Escrow Property shall be reported by the Escrow Agent as allocated to the
party to whom such interest or income is distributed.

       

      (iv) Certification of Taxpayer
Identification Number.  The Interested Parties hereto agree to
provide the Escrow Agent with a certified tax identification number by signing
and returning a Form W-9 (or Form W-8 BEN, in case of non-U.S. persons) to the
Escrow Agent, upon the execution and delivery of this Agreement.  The
Interested Parties understand that, in the event their tax identification
numbers are not certified to the Escrow Agent, the Internal Revenue Code, as
amended from time to time, may require withholding of a portion of any interest
or other income earned on the investment of the Escrow Property.

       

      (v) Restricted
Securities.  The Interested Parties agree that the Interested
Parties shall be solely responsible for providing, at their cost and expense,
any certification, opinion of counsel or other instrument or document necessary
to comply with or satisfy any transfer restrictions to which the Escrow Property
are subject, including without limitation any opinion of counsel required to be
delivered pursuant to any restrictive legend appearing on the certificate
evidencing the Escrow Property in connection with any distribution of Escrow
Property to be made by the Escrow Agent under or pursuant to this
Agreement.  Any such opinion of counsel shall include the Escrow Agent
as an addressee or shall expressly consent to the Escrow Agent’s reliance
thereon.

       

      4.2 Status of Seller Earnout
Shares.  The Seller Earnout Shares shall not be deemed to be
issued and outstanding capital stock of Buyer.

       

      4.3 Certification of Taxpayer
Identification Number.  Each of the Interested Parties hereto
agrees to provide the Escrow Agent with a certified tax identification number by
signing and returning a Form W-9 (or Form W-8 BEN, in case of non-U.S. persons)
to the Escrow Agent.  The Interested Parties understand that, in the
event their tax identification numbers are not certified to the Escrow Agent,
the Internal Revenue Code, as amended from time to time, may require withholding
of a portion of any interest or other income earned on the investment of the
Earnout Consideration and the Escrow Units.  Each of the Interested Parties agrees to instruct the Escrow Agent in writing with respect to
the Escrow Agent’s responsibility for withholding and other taxes, assessments
or other governmental charges, and to instruct the Escrow Agent with respect to
any certifications and governmental reporting that may be required under any
laws or regulations that may be applicable in connection with its acting as
Escrow Agent under this Agreement.

       

      Section 5 Concerning
the Escrow Agent.

       

      5.1 Each
Interested Party acknowledges and agrees that the Escrow Agent (i) shall not be
responsible for any of the agreements referred to or described herein (including
without limitation the Purchase Agreement), or for determining or compelling
compliance therewith, and shall not otherwise be bound thereby, (ii) shall be
obligated only for the performance of such duties as are expressly and
specifically set forth in this Agreement on its part to be performed, each of
which is ministerial (and shall not be construed to be fiduciary) in nature, and
no implied duties or obligations of any kind shall be read into this Agreement
against or on the part of the Escrow Agent, (iii) shall not be obligated to take
any legal or other action hereunder which might in its judgment involve or cause
it to incur any expense or liability unless it shall have been furnished with
acceptable indemnification, (iv) may rely on and shall be protected in acting or
refraining from acting upon any written notice, instruction (including, without
limitation, wire transfer instructions, whether incorporated herein or provided
in a separate written instruction), instrument, statement, certificate, request
or other document furnished to it hereunder and believed by it to be genuine and
to have been signed or presented by the proper person, and shall have no
responsibility to make inquiry as to or to determine the genuineness, accuracy
or validity thereof (or any signature appearing thereon), or of the authority of
the person signing or presenting the same, and (v) may consult counsel
satisfactory to it, including in-house counsel, and the opinion or advice of
such counsel in any instance shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the opinion or advice of such
counsel.

       

      5.2 The
Escrow Agent shall not be liable to anyone for any action taken or omitted to be
taken by it hereunder except in the case of the Escrow Agent’s gross negligence
or willful misconduct in breach of the terms of this Agreement.  In no
event shall the Escrow Agent be liable for indirect, punitive, special or
consequential damage or loss (including but not limited to lost profits)
whatsoever, even if the Escrow Agent has been informed of the likelihood of such
loss or damage and regardless of the form of action.

       

      5.3 The
Escrow Agent shall have no more or less responsibility or liability on account
of any action or omission of any book-entry depository, securities intermediary
or other subescrow agent employed by the Escrow Agent than any such book-entry
depository, securities intermediary or other subescrow agent has to the Escrow
Agent, except to the extent that such action or omission of any book-entry
depository, securities intermediary or other subescrow agent was caused by the
Escrow Agent’s own gross negligence or willful misconduct in breach of this
Agreement.

       

      5.4 The
Escrow Agent is hereby authorized, in making or disposing of any investment
permitted by this Agreement, or in carrying out any sale of the Escrow Property
permitted by this Agreement, to deal with itself (in its individual capacity) or
with any one or more of its affiliates, whether it or such affiliate is acting
as a subagent of the Escrow Agent or for any third person or dealing as
principal for its own account.

       

      5.5 Notwithstanding
any term appearing in this Agreement to the contrary, in no instance shall the
Escrow Agent be required or obligated to distribute any Escrow Property (or take
other action that may be called for hereunder to be taken by the Escrow Agent)
sooner than two (2) Business Days after (i) it has received the applicable
documents required under this Agreement in good form, or (ii) passage of the
applicable time period (or both, as applicable under the terms of this
Agreement), as the case may be.

       

      5.6 All
payments to the Escrow Agent hereunder shall be in U.S. dollars.

       

      Section 6 Compensation,
Expense Reimbursement and Indemnification.

       

      6.1 Each of
the Interested Parties agrees, jointly and severally (i) to pay or reimburse the
Escrow Agent for its attorney’s fees and expenses incurred in connection with
the preparation of this Agreement and (ii) to pay the Escrow Agent’s
compensation for its normal services hereunder in accordance with the fee
schedule attached hereto as Exhibit B and made a
part hereof, which may be subject to change hereafter by the Escrow Agent on an
annual basis.

       

      6.2 Each of
the Interested Parties agrees, jointly and severally, to reimburse the Escrow
Agent on demand for all costs and expenses incurred in connection with the
administration of this Agreement or the escrow created hereby or the performance
or observance of its duties hereunder which are in excess of its compensation
for normal services hereunder, including without limitation, payment of any
legal fees and expenses incurred by the Escrow Agent in connection with
resolution of any claim by any party hereunder.

       

      6.3 Each of
the Interested Parties covenants and agrees, jointly and severally, to indemnify
the Escrow Agent (and its directors, officers and employees) and hold it (and
such directors, officers and employees) harmless from and against any loss,
liability, damage, cost and expense of any nature incurred by the Escrow Agent
arising out of or in connection with this Agreement or with the administration
of its duties hereunder, including but not limited to attorney’s fees and other
costs and expenses of defending or preparing to defend against any claim of
liability unless and except to the extent such loss, liability, damage, cost and
expense shall be caused by the Escrow Agent’s gross negligence, or willful
misconduct.  The foregoing indemnification and agreement to hold
harmless shall survive the termination of this Agreement.

       

      6.4 Notwithstanding
anything herein to the contrary, the Escrow Agent shall have and is hereby
granted a possessory lien on and security interest in the Escrow Property, and
all proceeds thereof, to secure payment of all amounts owing to it from time to
time hereunder, whether now existing or hereafter arising.  The Escrow
Agent shall have the right to deduct from the Escrow Property, and proceeds
thereof, any such sums, upon one Business Day’s notice to the Interested Parties
of its intent to do so.

       

      6.5 Without
altering or limiting the joint and several liability of any of the Interested
Parties to the Escrow Agent hereunder, each of the Interested Parties agrees as
between themselves that they shall share, fifty percent each, all amounts
payable to the Escrow Agent pursuant to this Section 6.5.

       

      Section 7 Tax
Indemnification.

       

      Each of
the Interested Parties agrees, jointly and severally, (i) to assume any and all
obligations imposed now or hereafter by any applicable tax law with respect to
any payment or distribution of the Earnout Consideration and Escrow Units or
performance of other activities under this Agreement, (ii) to instruct the
Escrow Agent in writing with respect to the Escrow Agent’s responsibility for
withholding and other taxes, assessments or other governmental charges, and to
instruct the Escrow Agent with respect to any certifications and governmental
reporting that may be required under any laws or regulations that may be
applicable in connection with its acting as Escrow Agent under this Agreement,
and (iii) to indemnify and hold the Escrow Agent harmless from any liability or
obligation on account of taxes, assessments, additions for late payment,
interest, penalties, expenses and other governmental charges that may be
assessed or asserted against the Escrow Agent in connection with, on account of
or relating to the Earnout Consideration and Escrow Units, the management
established hereby, any payment or distribution of or from the Earnout
Consideration and Escrow Units pursuant to the terms hereof or other activities
performed under the terms of this Agreement, including without limitation any
liability for the withholding or deduction of (or the failure to withhold or
deduct) the same, and any liability for failure to obtain proper certifications
or to report properly to governmental authorities in connection with this
Agreement, including costs and expenses (including reasonable legal fees and
expenses), interest and penalties.  The foregoing indemnification and
agreement to hold harmless shall survive the termination of this
Agreement.

       

      Section 8 Resignation.

       

      The
Escrow Agent may at any time resign as Escrow Agent hereunder by giving thirty
(30) days’ prior written notice of resignation to Seller and
Buyer.  Prior to the effective date of the resignation as specified in
such notice, Buyer will issue to the Escrow Agent a written instruction
authorizing redelivery of the Escrow Property to a bank or trust company that it
selects as successor to the Escrow Agent hereunder subject to the consent of
Seller (which consent shall not be unreasonably withheld or
delayed).  If, however, Buyer shall fail to name such a successor
escrow agent within twenty (20) days after the notice of resignation from the
Escrow Agent, Seller shall be entitled to name such successor escrow
agent.  If no successor escrow agent is named by Buyer or Seller, the
Escrow Agent may apply to a court of competent jurisdiction for appointment of a
successor escrow agent.

       

      Section 9 Proceedings.

       

      It is
understood and agreed that, should any dispute arise with respect to the
delivery, ownership, right of possession, and/or disposition of the Earnout
Consideration and Escrow Units, or should any claim be made upon the Escrow
Agent or the Earnout Consideration and Escrow Units by a third party, the Escrow
Agent upon receipt of notice of such dispute or claim is authorized and shall be
entitled (at its sole option and election) to retain in its possession without
liability to anyone, all or any of the Earnout Consideration and Escrow Units
until such dispute shall have been settled either by the mutual written
agreement of the parties involved or by a final order, decree or judgment of a
court in the United States of America, the time for perfection of an appeal of
such order, decree or judgment having expired.  The Escrow Agent may,
but shall be under no duty whatsoever to, institute or defend any legal
proceedings which relate to the Earnout Consideration and Escrow
Units.

       

      Section
10 Consent
to Jurisdiction and Service.

       

      Each of
the Interested Parties hereby absolutely and irrevocably consents and submits to
the jurisdiction of the courts in the State of California and of any Federal
court located in said State in connection with any actions or proceedings
brought against the Interested Parties (or any of them) by the Escrow Agent
arising out of or relating to this Escrow Agreement.  In any such
action or proceeding, the Interested Parties each hereby absolutely and
irrevocably (i) waives any objection to jurisdiction or venue, (ii) waives
personal service of any summons, complaint, declaration or other process, and
(iii) agrees that the service thereof may be made by certified or registered
first-class mail directed to such party, as the case may be, at their respective
addresses in accordance with Section 12
hereof.

       

      Section
11 Force
Majeure.

       

      The
Escrow Agent shall not be responsible for delays or failures in performance
resulting from acts beyond its control.  Such acts shall include but
not be limited to acts of God, strikes, lockouts, riots, acts of war, terrorism,
epidemics, governmental regulations superimposed after the fact, fire,
communication line failures, computer viruses, power failures, earthquakes or
other disasters.

       

      Section
12 Notices;
Wiring Instructions.

       

      12.1 Notice
Addresses.  Any notice permitted or required hereunder shall be
in writing, and shall be (i) sent by personal delivery, overnight delivery by a
recognized courier or delivery service, (ii) mailed by registered or certified
mail, return receipt requested, postage prepaid, or (iii) by confirmed telecopy
accompanied by mailing of the original on the same day by first class mail,
postage prepaid, in each case the parties at their address set forth below (or
to such other address as any such party may hereafter designate by written
notice to the other parties in accordance with this Section 12.1).

       

      
        	
                If to Buyer:

                Aliied
      Digital Services Ltd

                77/79,
      Kimmatrai Bldg,

                Marine
      Lines,

                Mumbai

                Attn:  Nitin
      Shah

                Fax#:91-22-22064170

                Tel.#:
      91-22-22002020

                 

                with
      a copy to:

                 

                DLA
      Piper US LLP

                1999
      Avenue of the Stars

                Suite
      400

                Los
      Angeles, CA 90067- 6023

                Attn:
      Michael S. Lebovitz, Esq.

                 

              
	 
      
	
                If to Seller:

                 

                En
      Pointe Technologies Sales, Inc.

                18701
      S. Figueroa Street

                Gardena,
      CA  90248-4506

                Attn:  Chief
      Executive Officer

                Fax#:
      (310) 258-2314

                Tel.#:  (310)
      337-5200

                 

                with
      a copy to:

                 

                Marc
      G. Alcser, Esq.

                Stradling
      Yocca Carlson & Rauth

                660
      Newport Center Drive, Suite 1600

                Newport
      Beach, CA  92660

                Telephone:                                (949)
      725-4136

                Facsimile:                                (949)
      823-5136

                 

                 

              


      

      


      
        	
                If to Escrow Agent:

              
	 
      
	
                · by
      first class, certified or registered mail, hand, courier or overnight
      delivery to:

              
	 
      
	
                U.S.
      Bank National Association

                Corporate
      Trust Services

                One
      California Street, Suite 2100

                San
      Francisco, CA 94111

                Attention:  ______________

                Re:
      ___________ escrow

                Telephone
      # _____________

              
	 
      
	
                 by
      fax, addressed as

                above
      and sent to

                the
      following telecopy

                number:

              
	 
      
	
                Fax:  ______________

              
	 
      


      

      


      12.2 Wiring
Instructions.  Any funds to the Escrow Agent hereunder shall be
sent by wire transfer pursuant to the following instructions (or by such method
of payment and pursuant to such instruction as may have been given in advance
and in writing to or by the Escrow Agent, as the case may be, in accordance with
Section 12.1
above):

       

      
        	 
      
	
                Bank:                      U.S.
      Bank National Association

              
	
                ABA
      #:  091000022

              
	
                A/C#:                      _______________

              
	
                BNF:  U.S.
      Bank Trust N.A.

              
	
                OBI:  Corporate
      Trust

                Ref:  [escrow
      customer name and SEI#]

                Attn:  ________________

              


      

      


      Section
13 Miscellaneous.

       

      13.1 Entire
Agreement.  Except as otherwise provided in the Purchase
Agreement, this Agreement constitutes the entire understanding and agreement of
the parties with respect to the subject matter of this Agreement and supersedes
all prior agreements or understandings, written or oral, between the parties
with respect to the subject matter hereof. As between the Escrow Agent and the
other parties hereto, all such parties agree that the Escrow Agent’s duties are
defined only in this Agreement, any contrary provisions of the Purchase
Agreement notwithstanding.

       

      13.2 Binding Effect;
Successors.  Neither Buyer nor Seller may assign all or any of
its rights and obligations hereunder without the prior written consent of the
Escrow Agent and the other party, as applicable, which consent shall not be
unreasonably withheld.  This Agreement shall be binding upon the
respective parties hereto and their heirs, executors, successors and
assigns.  If the Escrow Agent consolidates, merges or converts into,
or transfers all or substantially all of its corporate trust business (including
the escrow contemplated by this Agreement) to, another corporation, the
successor corporation without any further act shall be the successor Escrow
Agent.

       

      13.3 Modifications.  This
Agreement may not be altered or modified without the express written consent of
the parties hereto; provided, however, that, if the Escrow Agent does not agree
to an amendment agreed upon by Buyer and Seller, then the Escrow Agent shall
resign and Buyer shall appoint a successor Escrow Agent in accordance with the
provisions of Section 8
above.  No course of conduct shall constitute a waiver of any of the
terms and conditions of this Escrow Agreement, unless such waiver is specified
in writing, and then only to the extent so specified.  A waiver of any
of the terms and conditions of this Escrow Agreement on one occasion shall not
constitute a waiver of the other terms of this Escrow Agreement, or of such
terms and conditions on any other occasion.  Notwithstanding any other
provision hereof, consent to an alteration or modification of this Agreement may
not be signed by means of  an e-mail address.

       

      13.4 Construction of
Agreement.  This Agreement has been negotiated by the
respective parties hereto and their attorneys and have been reviewed by each
party hereto.  Accordingly, no ambiguity in the language of this
Agreement will be construed for or against either party.

       

      13.5 Governing
Law.  THIS ESCROW AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.

       

      13.6 Severability.  If
any provision of this Agreement or its application will for any reason and to
any extent be invalid or unenforceable, the remainder of this Agreement and
application of such provision to other persons or circumstances will be
interpreted so as to effect the intent of the parties hereto.  The
parties will replace such void or unenforceable provision of this Agreement with
a valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of the void or unenforceable
provision.

       

      13.7 Reproduction of
Documents.  This Agreement and all documents relating thereto,
including, without limitation, (a) consents, waivers and modifications which may
hereafter be executed, and (b) certificates and other information previously or
hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, optical disk, micro-card, miniature photographic or other similar
process.  The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.

       

      13.8 Counterparts, Facsimile
Execution.  This Escrow Agreement may be executed in several
counterparts, each of which shall be deemed to be one and the same
instrument.  The exchange of copies of this Agreement and of signature
pages by facsimile transmission shall constitute effective execution and
delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes.  Signatures of the parties
transmitted by facsimile shall be deemed to be their original signatures for all
purposes.

       

      13.9 Specific
Performance.  The parties acknowledge that irreparable damage
would occur in the event that the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
The parties will be entitled to an injunction(s) to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions hereof (including the indemnification provisions hereof) in any court
of the United States or any state having jurisdiction.  This is in
addition to any other remedy to which the parties might be entitled at law or in
equity.

       

      13.10 USA Patriot Act
Compliance.  To help the government fight the funding of
terrorism and money laundering activities, federal law requires all financial
institutions to obtain, verify and record information that identifies each
person who opens an account.  For a non-individual person such as a
business entity, a charity, a trust or other legal entity the Escrow Agent will
ask for documentation to verify its formation and existence as a legal
entity.  The Escrow Agent may also ask to see financial statements,
licenses, identification and authorization documents from individuals claiming
authority to represent the entity or other relevant
documentation.  The Parties each agree to provide all such information
and documentation as to themselves as requested by Escrow Agent to ensure
compliance with federal law.

       

      [SIGNATURE
PAGE FOLLOWS]

      IN WITNESS WHEREOF, each of the parties
has caused this Agreement to be duly executed and delivered in its name and on
its behalf as of the __th day of July, 2008.

       

      


      Buyer

      


      


      


      By:  /s/ Nitin Shah


            Title: 
Nitin Shah

            Name: 
Chairman & Managing Director

      


      


      


      Seller

      


      


      


      By: /s/ Attiazaz ("Bob")
Din 

            Title: 
Chief Executive Officer

            Name: 
Attiazaz ("Bob") Din

      


      


      


      U.S.
Bank National Association

      


      


      


      By:_________________________________

            Title:

            Name:

      EXHIBIT
A

       

      SECTION
9 OF THE PURCHASE AGREEMENT

      EXHIBIT
B

       

      ESCROW
AGENT FEE SCHEDULE