**Exhibit10.10**

 

 

**CROSS-COLLATERALAND CROSS DEFAULT AGREEMENT**

 

This agreement is enteredinto this 1st day of October, 2007 by and among Wells Fargo Bank, NationalAssociation, acting through its Wells Fargo Business Credit operating division(“WFBC”), and MPC Computers, LLC (“MPC”), MPC-G, LLC (“MPC-G”), MPC SolutionsSales, LLC (“MPC-Sales”), Gateway Companies, Inc. (“GCI”) and MPC-Pro, LLC (“MPC-Pro”).

 

**Recitals**

 

A.           WFBC and MPC areparties to an Account Purchase Agreement dated November 16, 2006 (the “MPCAgreement”).

 

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

 

C.             WFBC and MPC-G areparties to an Account Purchase Agreement dated November 16, 2006 (the “MPC-GAgreement”).

 

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

 

E.              WFBC and MPC-Salesare parties to an Account Purchase Agreement dated November 16, 2006 (the “MPC-SalesAgreement”).

 

F.              WFBC has a securityinterest in Accounts Receivable of MPC-Sales pursuant to the MPC-SalesAgreement.

 

G.             WFBC and GCI areparties to an Account Purchase Agreement dated October 1, 2007 (the “GCIAgreement”).

 

H.            WFBC and MPC-Pro areparties to an Account Purchase Agreement dated October 1, 2007 (the “MPC-SalesAgreement”).

 

I.                 WFBC has asecurity interest in Accounts Receivable of MPC-Pro pursuant to the MPC-SalesAgreement.

 

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

 

K.            MPC-G desires to sellreceivables to WFBC pursuant to the MPC-G Agreement.

 

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

 

M.         GCI desires to sellreceivables to WFBC pursuant to the GCI Agreement.

 

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

 

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O.            Beforepurchasing receivables from MPC, MPC-G, MPC-Sales, GCI and MPC-Pro, WFBCrequires that the obligations of MPC under the MPC Agreement, those of MPC-Gunder the MPC-G Agreement, those of MPC-Sales under the MPC-Sales Agreement,those of GCI under the GCI Agreement and those of MPC-Pro under the MPC-ProAgreement be cross-defaulted and the security for such obligations becross-collateralized.

 

**Agreement**

 

In consideration of theforegoing, and other good and valuable consideration the sufficiency andreceipt of which is hereby acknowledged, the parties agree as follows:

 

1.               MPC agrees that thesecurity interest granted in Section 5.01 of its agreement with WFBC shallsecure the repayment of all obligations due to WFBC under the MPC Agreement,the MPC-G****Agreement, MPC-SalesAgreement, the GCI Agreement and the MPC-Pro Agreement.

 

2.               MPC-G****agrees that the security interest grantedin Section 5.01 of its agreement with WFBC shall secure the repayment of allobligations due to WFBC under the MPC-G Agreement, the MPC Agreement, theMPC-Sales, the GCI Agreement and the MPC-Pro Agreement.

 

3.               MPC-Sales****agrees that the security interest grantedin Section 5.01 of its agreement with WFBC shall secure the repayment of allobligations due to WFBC under the MPC-Sales Agreement, the MPC Agreement, theMPC-G Agreement, the GCI Agreement and the MPC-Pro Agreement.

 

4.               GCI agrees that thesecurity interest granted in Section 5.01 of its agreement with WFBC shallsecure the repayment of all obligations due to WFBC under the MPC-ProAgreement, the MPC Agreement, the MPC-Sales Agreement, the GCI Agreement andthe MPC-G Agreement.

 

5.               MPC-Pro****agrees that the security interest grantedin Section 5.01 of its agreement with WFBC shall secure the repayment of allobligations due to WFBC under the MPC-Pro Agreement, the MPC Agreement, theMPC-Sales Agreement, the GCI Agreement and the MPC-G Agreement.

 

6.               MPC, MPC-G,MPC-Sales, GCI and MPC-Pro agree that the occurrence of an Event of Defaultunder any of the Account Purchase Agreements shall constitute an Event ofDefault under all of the Account Purchase Agreements.

 

7.               MPC, MPC-G,MPC-Sales, GCI and MPC-Pro agree to provide WFBC such further documentation asit might request in order to perfect its rights hereunder.

 

8.               This agreementshall remain in effect as long as there remain any obligations due orpotentially due to WFBC under the MPC Agreement, the MPC-G Agreement, theMPC-Sales Agreement or the MPC-Pro Agreement.

 

Inwitness whereof, this agreement is entered into as of the date first set forthabove.

 

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| WELLS FARGO BANK,  NATIONAL ASSOCIATION |
|-----------------------------------------|
|                                    |   |   |
| By:                                     | Matthew  Howe |   |
|                                    | (Print) |   |
|                                    |   |   |
| By:                                     | /s/  Matthew Howe |   |
|                                    | (Sign) |   |
|                                    |   |   |
| Its:                                    | Vice  President |   |
|                                    |   |   |
|                                    |   |   |
| MPC Computers, LLC                      |   |
| By: GTG PC Holdings,  LLC               |   |
| Its: Sole Manager and  Member           |   |
|                                    |   |   |
| By:                                     | Curtis  Akey |   |
|                                    | (Print) |   |
|                                    |   |   |
| By:                                     | /s/  Curtis Akey |   |
|                                    | (Sign) |   |
|                                    |   |   |
| Its:                                    | Vice  President |   |
|                                    |   |   |
|                                    |   |   |
| MPC-G, LLC                              |   |
| By: MPC Computers, LLC                  |   |
| Its: Sole Manager and  Member           |   |
|                                    |   |   |
| By:                                     | Curtis  Akey |   |
|                                    | (Print) |   |
|                                    |   |   |
| By:                                     | /s/  Curtis Akey |   |
|                                    | (Sign) |   |
|                                    |   |   |
| Its:                                    | Vice  President |   |
|                                    |   |   |
|                                    |   |   |
| MPC Solutions Sales,  LLC               |   |
| By: MPC Computers, LLC                  |   |
| Its: Sole Manager and  Member           |   |
|                                    |   |   |
| By:                                     | Curtis  Akey |   |
|                                    | (Print) |   |
|                                    |   |   |
| By:                                     | /s/  Curtis Akey |   |
|                                    | (Sign) |   |
|                                    |   |   |
| Its:                                    | Vice  President |   |

 

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| MPC-Pro, LLC                  |             |
|-------------------------------|------------------|
| By: MPC Corporation           |             |
| Its: Sole Manager and  Member |             |
|                          |             |   |
| By:                           | Curtis  Akey     |   |
|                          | (Print)          |   |
|                          |             |   |
| By:                           | /s/  Curtis Akey |   |
|                          | (Sign)           |   |
|                          |             |   |
| Its:                          | Vice  President  |   |
|                          |             |   |
| Gateway Companies, Inc.       |             |
|                          |             |
|                          |             |
| By:                           | Curtis  Akey     |   |
|                          | (Print)          |   |
|                          |             |   |
| By:                           | /s/  Curtis Akey |   |
|                          | (Sign)           |   |
|                          |             |   |
| Its:                          | Vice  President  |   |

 

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