**Exhibit10.3**

 

 

**ACCOUNT PURCHASE AGREEMENT**

 

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

 

**ARTICLE I**

**Purpose of Agreement**

 

**1.01****       ****Purpose of Agreement.**TheCustomer desires to sell and assign to WFBC acceptable accounts receivable andWFBC desires to purchase such accounts on the terms and conditions set forthherein. The purchase of accounts hereunder shall be non-recourse except asprovided herein and shall be on a non-notification of assignment basis. Thepurpose of this Agreement is commercial in nature and not for household, familyand/or personal use. This Agreement sets forth the terms and conditions onwhich WFBC will consider purchasing accounts receivable from the Customer.

 

**ARTICLE II**

**Definitions**

 

**2.01****       ****“Account”** means anyright of payment of the net amount for goods sold, or leased and delivered orservices rendered in the ordinary course of Customer’s business which is notevidenced by an instrument or chattel paper except for the right to paymentfrom the account debtors listed on Exhibit A hereto.

 

**2.02****       ****“Acceptable Account”**means an Account, in any amount acceptable to WFBC, which conforms to therepresentations, warranties and terms set forth herein, net of any credits orallowances of any nature and is not an Unacceptable Account as defined below.

 

**2.03****       ****“Account Debtor”**means Customer’s customer or and other person or entity owing money to theCustomer with respect to the Account.

 

**2.04****        “Advance”** shall meanwith respect to a given Account an amount equal to 90% of the gross face amountof such Account less stated trade discounts offered by the Customer to theAccount Debtor. This percentage may be adjusted by WFBC at any time at WFBC’scommercially reasonable discretion upon prior notice to Customer.

 

**2.05****       ****“Collateral”** meansthe intangible or tangible property given as security to WFBC by Customer forany obligations and liabilities of Customer to WFBC under this Agreement andincludes, without limitation, the property and assets described in Section 5.01of this Agreement.

 

**2.06****       ****“Collected Reserve”**means the internal general ledger account which credits, debits anddisbursements will be made in accordance with this Agreement. Provided there isno Event of Default hereunder, or any event which with the passage of time ornotice would be an Event of Default, any available balance held in theCollected Reserve shall be released to the Customer, or to any third party atCustomer’s written direction to WFBC, twice weekly. Any fee, charge or otherobligation of the Customer under this Agreement may be charged against thisaccount in WFBC’s sole discretion. Upon the occurrence of an Event of Default,or an event which with the passage of time or notice would become an Event ofDefault, WFBC may hold any balance in the Collected Reserve as Collateral forany obligations of the Customer to WFBC and WFBC may charge any suchobligations against the Collected Reserve in its sole discretion.

 

**2.07****       ****“Commercial Dispute”**means any material dispute or claim in any respect (including, withoutlimitation, any alleged dispute as to price, invoice terms, quantity, qualityor late delivery and claims of release from liability, counterclaim or anyalleged claim of deduction, offset, or counterclaim or otherwise) arising outof or in connection with an Account or any other transaction related thereto,which dispute relates to an Account.

 

**2.08****       ****“Customer”** meansMPC-Pro, LLC.

 

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**2.09****       ****“Event of Default”**shall mean the existence of a default pursuant to Article VII hereunder, or adefault under any documents given to WFBC in connection with this Agreement.

 

**2.10****       ****“Facility Fee”** shall mean the fee payable on November 16, 2007 , *and thereafter on the 16th day of Novembereach year thereafter,*as set forth in Section 6.06 below.

 

**2.11****       ****“Insolvency Proceeding”  **shall mean any proceeding under Title 11 of the United States Code or aproceeding in which a receiver is appointed for substantially all assets inaccordance with applicable state law; provided, however, if the proceeding isterminated within sixty (60) days of its initiation, such proceeding shall notbe an Insolvency Proceeding for purposes of this Agreement.

 

**2.12****       ****“Lien”** shall mean any security interest, mortgage,assignment (whether absolute or by way of security), tax lien or other lien(statutory or otherwise) or any other encumbrance of any kind or naturewhatsoever.

 

**2.13****       **“**Minimum Fee”**shallbe a quarterly  minimum fee calculated asfollows:  the WFBC Discount times$30,000,000 times 30 divided by 360, for each month of the quarter, to bepayable quarterly as stated in Section 6.06 below.

 

**2.14****       ****“Net Purchase Price”**for any Account means an amount equal to the gross face amount of such Accountless (i) the WFBC’s Discount and (ii) any other charges with respect to suchAccount and less any amount of any trade discounts, credits or allowances, orany other reductions or adjustments to such Account taken by the AccountDebtor.

 

**2.15****        “Prime Rate”**shallmean the highest of the Prime Rate published by *Wells Fargo Bank, N.A.* as the base rate on corporate loans. Inthe event the Prime Rate as published by *WellsFargo Bank, N.A.* ceases to exist or *WellsFargo Bank, N.A*. ceases publishing a Prime Rate, the holder hereofwill substitute a comparable index which is outside the control of the holder. Inthe event of an error by *Wells Fargo Bank,N.A.,* the “Prime Rate” will be based upon the Prime Rate ascorrected. Any increase or decrease in the Prime Rate shall be effective as ofthe next business day following such adjustment and such adjusted Prime Rateshall be the applicable Prime Rate in determining the rate of interest payablehereunder.

 

**2.16**        **“Purchase Limit”**shall mean the limit WFBC sets from time to time establishing themaximum gross face amount of purchased Accounts which are approved to beoutstanding at any given time by a particular Account Debtor.

 

**2.17****       ****“Repurchase Price”**for any Account means the Advance less any amounts collected from the AccountDebtor on the Account plus the WFBC Discount and all fees, costs or expensesassociated with the repurchase or collection of such Account. In any eventwhere repurchase is required under this Agreement, WFBC, at its discretion, maycharge the Repurchase Price to Customer’s Collected Reserve which may create adeficit balance under Section 3.06 below.

 

**2.18    **“**Term**”shall mean three (3) years from November 14, 2006 to coincide with the renewaldate of the Account Purchase Agreements by and between MPC Computers, LLC, MPCSolutions Sales, LLC and MPC-G, LLC (the “Affiliates”) and WFBC. .  ThisAgreement shall automatically continue for renewal terms of three years  unless sixty (60) days prior to the end ofthe current Term, the Customer notifies WFBC in writing that the Customerwishes to terminate this Agreement.

 

**2.19****       ****“Unacceptable Account”**shall mean an Account which is not acceptable in WFBC’s sole discretionincluding but not limited to the following:

 

**2.19(a)**   Accountsowed by any unit of government, whether foreign or domestic (provided, however,that there shall be included in Acceptable Accounts that portion of Accountsowed by such units of government for which the Customer has provided evidencesatisfactory to WFBC that Customer has directed such government agencies tomake payments to a lockbox established for the benefit of WFBC);

 

**2.19(b)**Accounts not payable in United Statesdollars.

 

**2.19(c)**   Accountsowed by an Account Debtor located outside the United States or Canada which arenot (i) backed by a bank letter of credit naming WFBC as beneficiary, whichbank letter of credit must be in WFBC’s possession and acceptable to WFBC inall respects, in its sole discretion, (ii) covered by a foreign receivablesinsurance policy acceptable to WFBC in its sole discretion;

 

**2.19(d)**   Accountsowed by an Account Debtor that is insolvent, the subject of an InsolvencyProceeding or has ceased doing business;

 
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**2.19(e)**   Accountsowed by an owner, shareholder, subsidiary, affiliate, officer or employee ofthe Customer;

 

**2.19(f)**    Accountswhich are not subject to a duly perfected security interest in WFBC’s favor orwhich are subject to any Lien in favor of any entity other than WFBC, includingwithout limitation any payment or performance bond; provided nothing hereinshall require MPC to seek an assignment of claims of Accounts owed by any unitof government;

 

**2.19(g)**   Accounts thathave been restructured, extended, amended or modified;

 

**2.19(h)**Any Account whose sale, transfer or assignment (whether absolutely or byway of security) is limited or restricted by the terms of the contractevidencing or relating to such Account (unless such limitation or restrictionhas been complied with and WFBC is satisfied in its sole discretion that thesale, transfer or assignment of such Account hereunder is valid and effective);

 

**2.19(i)** That portion of Accounts that constitutes allowances, finance charges,service charges or sales or excise taxes;

 

**2.19(j)** Accounts that have been invoiced, paid or partially paid in advance ofthe full delivery and acceptance of goods or the performance and acceptance ofservices or in advance of the submission of the Account to WFBC.

 

**2.19(k)**   Accounts, orportions thereof, that fail to conform to the representation and warrantiescontained herein or are otherwise deemed unacceptable by WFBC in its solediscretion;

 

**2.19(l)**Accounts which would cause the Purchase Limit for such Account Debtorto be exceeded.

 

**2.20****        “WFBC Discount”**shallbe a fee which shall be equal to the lesser of the gross face amount of theAccount multiplied by (i) the sum of the Prime Rate, plus 0.75% per annum, or(ii) the lawful maximum, if any, in effect from time to time for advances ofthe type, in the amount, for the purposes and otherwise of the kind hereincontemplated. Such fee shall be computed on a daily basis starting on the dateeach Account is purchased through and including the date of receipt of goodfunds paying each Account in full. The fee shall be calculated on the basis ofa 360-day year for the actual number of days elapsed.

 

**2.20(a)** Ifany Event of Default exists, the WFBC Discount may increase in an amount up tothe Prime Rate plus 3.75 % per annum to be determined by WFBC at its solediscretion (but in no event shall such fee be more than the lawful maximum, ifany, in effect from time to time for advances of the type, in the amount, forthe purposes and otherwise of the kind herein contemplated).

 

**2.20(b)** WFBCmay, upon prior written notice to Customer, change the amount of any fee orcharge provided for herein at its sole discretion; provided, however, theMinimum Fee, Termination Fee and the Facility Fee will not be modified underthis provision.

 

**ARTICLE III**

**Purchase and Assignment of Accounts**

 

**3.01****       ****Assignment of Accounts:**Pursuant to the terms herein, Customer hereby transfers and assigns toWFBC, its successors and assigns, as absolute owner, and WFBC hereby accepts fromthe Customer all of the Customer’s right, title and interest in and to:

 

**3.01(a)** All of the Customer’s Accounts together with all rights of action accruedor to accrue thereon, including, without limitation, full power to collect, suefor, compromise, assign, in whole or in part, or in any other manner enforcecollection thereof in Customer’s name or otherwise; and

 

**3.01(b)** All right, title and interest of the Customer in and to the books andrecords evidencing or relating to the Accounts, all deposits, or other securityfor the obligation of any person under or relating to the Accounts, all goodsrelating to, or which by sale have resulted in, the Accounts, including goodsreturned by any Account Debtor, debtor or obligor in any way obligated on or inconnection with the Account including, without limitation, the Account Debtor,all rights of stoppage in transit, replevin, repossession and reclamation andall other rights of action of an unpaid vendor or lienor; and

 
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**3.01(c)** All proceeds of the foregoing in any form.

 

**3.02****       ****Approval:**  WFBC shall not purchase an Account unlesssuch Account is first submitted to WFBC by Customer for approval in Customer’s sole discretion. WFBCis not obligated to buy any Account from a Customer that WFBC does not deemacceptable in its sole discretion.

 

**3.03****       ****Required Forms:**  When Customer offers an Accountto WFBC for sale, WFBC shall receive (a) an assignment of Accounts, in a formsatisfactory to WFBC and signed by an authorized representative of Customer,(b) an original invoice or an electronic equivalent thereof, either of whichmust be in a form  acceptable to WFBC inits sole discretion, (c) a copy of the Bill of Lading if applicable, (d) proofof delivery, (e) contract, purchase order, or purchase order number whichcorresponds with such invoice, as appropriate to the business of Customer and(f) and any other document which WFBC may require. In the event any documentrequired hereunder is not presented to WFBC, Customer shall have five (5) daysfrom the date of notice of the deficiency from WFBC to provide such requireddocument.

 

**3.04****       ****Purchase:**  Upon approval and acceptance by WFBC of anAccount for the assignment and sale of an Account to WFBC, WFBC shall purchaseand Customer shall sell such Account to WFBC.

 

**3.05****       ****Purchase Price:**  As consideration for theassignment and sale of an Account to WFBC, WFBC shall pay to the Customer theNet Purchase Price for such Account on the terms and conditions as stated inSection 3.06 herein.

 

**3.06****       ****Payment of Purchase Price**:  If no Default existshereunder, WFBC shall pay for each Account purchased hereunder the Net PurchasePrice for such Account to Customer as follows:

 

**3.06(a)** Upon assignment or sale of an Account to WFBC, and receipt of alldocuments and forms described in Section 3.03 herein and upon fulfillment ofall terms precedent to such sale or assignment as more fully set forth herein,WFBC shall (i) pay to the Customer by ACH transfer or wire, or (ii) pay to anythird party at Customer’s written direction to WFBC, or (iii) advance to theCollected Reserve, the Advance with respect to such Account. In the eventrequired information is provided to WFBC by 9:30 a.m. MST on a business day,and WFBC determines to purchase Accounts pursuant to the terms of thisagreement, any Advance Payment shall be made the same business day.

 

**3.06(b)**After collection of an Account by WFBC, WFBC shall credit the Customer’sCollected Reserve with the amount collected on the Account less: (i) theAdvance, (ii) the WFBC Discount, and (iii) any fees, expenses or charges owedto WFBC as more fully described herein.

 

**3.06(c)** In the event WFBC receives payment on an Account which has not beenpurchased by WFBC, such payment will be credited to the Customer’s CollectedReserve and released in accordance with this Agreement.

 

**3.07****       ****Sole Property**:  Once WFBC has purchased an Account, any andall payments from the Account Debtor as to that Account are the sole propertyof WFBC.

 

**3.08****       ****Book Entry:**  Customer shall, promptly  upon sale of Accounts to WFBC, make properentries on its books and records disclosing the absolute sale of said Accountsto WFBC on said books and records and other documents as so directed by WFBC.

 

**3.09****        Reporting and Statement ofAccount**: On a weekly basis, or as otherwise determined by WFBC at its sole discretion,WFBC shall prepare, and make available to the Customer, an accounting of thepurchases, collections, and amounts credited to and/or charged against theCollected Reserve  during that week orother period. Should such a statement of account indicate a deficit balance,such balance shall be due and payable and the Customer shall promptly pay toWFBC the amount of such deficit plus accrued interest on such deficit balance. Interestshall accrue on any deficit balance at the annual rate of eighteen percent(18%), calculated on a daily basis, not to exceed the applicable legal limit,until such deficit is paid in full.

 

**3.10****       ****Notation of Assignment:**  Customer shall make a notationon each original invoice (or the electronic of an invoice) or other suchdocumentation accepted b WFBC for each Account purchased hereunder whichprovides the following language for remittances:

 

Remit payment to:

 
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MPC-Pro, LLC

**#774267**

4267 Solutions Center

Chicago, IL 60677-4002

 

Wire instructions

**Wells Fargo Bank, N.A.**

San Francisco, CA

ABA# 121000248

Beneficiary: Wells Fargo Business Credit

Acct# 6355033300

 

Uponthe request of WFBC, and in any event upon the occurrence of an Event ofDefault, Customer shall make a notation on each original invoice (or theelectronic equivalent of an invoice) or other such documentation accepted byWFBC for each Account purchased hereunder which indicates that such Account hasbeen sold, transferred and assigned and/or sold to WFBC with the followinglanguage:

 

This invoice has been sold, transferred and assigned to

and is payable to:

**Wells Fargo Business Credit**

**#774267**

4267 Solutions Center

Chicago, IL 60677-4002

For information call 303/433-9300

Wire Instructions:

**Wells Fargo Bank, N.A.**

San Francisco, CA

ABA# 121000248

Beneficiary: Wells Fargo Business Credit

Acct# 6355033300

 

WFBCmay change the language for this notation upon Notice to Customer.

 

**ARTICLE IV**

**Customer’s Representations, Warranties and Covenants**

 

**4.01****                       ****Representations andWarranties**. Subject to thedisclosure schedule attached hereto, Customer hereby represents and warrantsand as follows:

 

**4.01(a)**Customer is properly licensed, qualified and authorized to operate itsbusiness and Customer’s trade name(s), all of which are disclosed on Customersapplication provided to WFBC, have been properly filed and published asrequired by applicable law. Customer, and the persons executing this document,are duly authorized to execute and deliver this Agreement and all otherdocuments required to be executed and delivered hereunder. Customer’s chiefexecutive office is at the location(s) set out under Customer’s name on thesignature pages to this Agreement. All other places of business have beendisclosed on the application provided to WFBC.

 

**4.01(b)**Customer is not subject to any Insolvency Proceeding.

 
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**4.01(c)**Customer has made and shall continue to make timely payment andremittance to applicable governmental authorities of all taxes and otheramounts required to be paid and remitted by Customer pursuant to applicablelaw.

 

**4.01(d)**Customer is, at the time of purchase of each Account by WFBC, thelawful owner of and has good and undisputed title to such Account. EachAccount, at the time of purchase is free from any Liens, mortgages, restrictions orencumbrances that have not been previously disclosed to WFBC. Each Accountoffered for sale to WFBC is an Acceptable Account as defined in Section 2.02herein.

 

**4.01(e)**Each Account Debtor’s business is solvent to the best of Customer’sinformation and knowledge at the time of this Agreement and at the time eachAccount of such Account Debtor is presented to WFBC for purchase.

 

**4.01(f)**Each Account offered forsale to WFBC is an accurate and undisputed statement of indebtedness owed byAccount Debtor to Customer for a certain sum which is due and payable in thirty(30) days or less, or within such term as is agreed to by WFBC and Customer, isfor a bona fide sale, delivery and acceptance of merchandise or performance ofservices which have been received and finally accepted by the Account Debtor. Customerhas all rights to transfer or sell such Accounts to WFBC and such Accounts arepayable by Account Debtor without offset, deduction or counterclaim.

 

**4.01(g)**Customer does not own, control or exercise dominion over, in any waywhatsoever, the Account Debtor or the business of any Account Debtor for whomAccounts are to be sold by Customer to WFBC.

 

**4.01(h)**All financial records, statements, books or other documents shown toWFBC by Customer at anytime, either before or after the signing of thisAgreement, are true and accurate in all material respects.

 

**4.01(i)**There is no action, suit or proceeding at law or in equity or by orbefore any governmental instrumentalityor other agency now pending, or to the knowledge of Customer, threatenedagainst or affecting Customer, which if adversely determined, would have amaterial adverse effect on the business, operations, property, assets orcondition, financial or otherwise, of Customer.

 

**4.01(j)**The execution and performance by Customer of the terms and provisionsof this Agreement, and the execution and delivery of any other documentsrequired to be executed and delivered hereunder, have been duly authorized byall requisite company action, and neither the execution nor the performance ofthis Agreement or any other documents required to be delivered hereunder, willviolate any provision of law, any order of any court or other agency ofgovernment, the governing documents of Customer, or any agreement or otherinstrument to which Customer is a party, or by which Customer is bound, or be inconflict with, result in breach of, or constitute (with due notice or lapse oftime or both) a default under, or result in the creation or imposition of anyLien upon any of the property or assets of Customer, pursuant to any suchagreement or instrument, except as provided hereunder. Customer agrees that itwill execute and perform all terms hereunder.

 

**4.02****                       ****Negative Covenants.**Customeragrees as follows:

 

**4.02(a**) Customer will not under any circumstances or in any manner whatsoever,interfere with any of WFBC’s rights under this Agreement.

 

**4.02(b)**For the duration of this Agreement and for any period thereafter for aslong as any obligation to repurchase or indebtedness whatsoever remains owingby Customer to WFBC, Customer will not sell or assign Accounts to any partyother than WFBC.

 

**4.02(c)**Customer shall not pledge, transfer or grant any additional consensualLien in any personal property or Accounts of Customer nor shall Customerconsent to the placement of any additional Lien by any other party on anyCollateral for the term of this Agreement and for as long as Customer may berequired to repurchase any Account or is indebted to WFBC hereunder without thewritten consent of WFBC. WFBC hereby consents to the lien granted to Gateway,Inc. pursuant to the Three party Agreement of a date even herewith. Customershall provide written notice to WFBC promptly upon obtaining any knowledge,from any source, of the assertion, filing, recording or perfection by anymeans, of any non-consensual Lien against the Collateral.

 

**4.02(d)**Customer will not change or modify the terms of the original invoice oragreement with the Account Debtor or the order of payment on Accounts sold toWFBC without prior consent in writing from WFBC.

 
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**4.02(e)**Customer shall not be involved in a material dispute, other than aCommercial Dispute, with an Account Debtor, regardless of validity, during theterm of this Agreement; provided, however, there shall be no breach of this section if Customer repurchased alloutstanding Accounts payable by the Account Debtor involved in the disputewithin ten (10) days of the occurrence of such material dispute.

 

**4.02(f)**Customer shall not breach any representations, warranties or covenantsin this Agreement.

 

**4.02(g)**Customer shall not intentionally contribute to, or aggravate any CreditLoss of any Account Debtor.

 

**4.03****                       ****Affirmative Covenants.**Customeragrees as follows:

 

**4.03(a)**With respect to misdirected payments, whenever any payment on anyAccount comes into Customer’s possession, Customer shall hold such payment intrust and safekeeping, as the property of WFBC, and promptly turn over to WFBCsuch payment in the same form as it was received by Customer to WFBC. Customershall pay a misdirected payment fee in the amount of fifteen percent (15%) ofthe amount of any payment on account of an Account purchased by WFBC hereinwhich has been received by Customer and not delivered in kind to WFBC on thenext business day following the date of receipt by Customer. Further, Customershall segregate and hold in trust and safekeeping, as the property of WFBC, andpromptly turn over to WFBC, any goods or inventory returned to, reclaimed orrepossessed by the Customer which are covered by an Account purchased by WFBC.

 

**4.03(b)**Customer will maintain such insurance covering Customer’s business and/orthe property of the Account Debtors as is customary and adequate for businessessimilar to the business of Customer in an amount as is sufficient to compensatefor reasonably foreseeable loss, and promptly pay all premiums with respect tothe policies covering such insurance. Further, the Customer shall have WFBCnamed as loss payee for such insurance.

 

**4.03(c)**Customer will promptly notify WFBC of any material disputes betweenAccount Debtor and Customer or the return of any product by Account Debtor toCustomer; provided, however, in the absence of the occurrence of an Event ofDefault, a dispute involving $25,000 or less shall not be material hereunder.

 

**4.03(d)**Customer will notify WFBC in writing prior to any change in the locationof any of its places of business, including the location of the Customer’sinventory or, if Customer has or intends to acquire any additional place ofbusiness. Customer will not change its chief executive office or the office oroffices where Customer’s books and records concerning Accounts are kept withoutprior notice to WFBC. Customer will not remove any Collateral from thejurisdictions in which the Collateral is located on the date of this Agreementwithout the prior written consent of WFBC.

 

**4.03(e)**Customer will promptly notify WFBC in writing prior to of any proposedchange of Customer’s name, identity, legal entity, corporate structure,business dissolution, use of any additional trade name, or any proposed changein any of the officers identified in the Certificate of Incumbency provided toWFBC and Customer will not effect any such change without WFBC’s writtenconsent.

 

**4.03(f)**Customer will promptly notify WFBC in writing of the commencement ofany material legal proceeding or service of any legal document affecting theCustomer including, but not limited to, any complaints, judgments, Liens,attachments, garnishments or any Insolvency Proceeding against Customer*.*Customerwill notify WFBC in advance of the filing of any Insolvency Proceeding byCustomer.

 

**4.03(g)**At least once per quarter, or once per month if Customer is in default,Customer will furnish to WFBC the consolidated financial statements of HyperSpaceCommunications, Inc. and its subsidiaries, including but not limited to astatement of profit and loss and a balance sheet, satisfactory proof of paymentand compliance with all federal, state and local tax requirements and any otherinformation requested by WFBC. In the event any document required hereunder isnot presented to WFBC, Customer shall have five (5) days from the date ofnotice of the deficiency from WFBC to provide such required document.

 

**4.03(h)**Customer shall promptly notify WFBC of any material claim, loss oroffset of any kind against Customer or WFBC asserted by Account Debtor duringthis Agreement.

 

**4.03(i)**Upon the occurrence of a Commercial Dispute with respect to an Account,Customer shall promptly pay WFBC the Repurchase Price for such Account.

 
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**ARTICLE V**

**Security Interest**

 

**5.01****       ****SecurityInterest/Collateral:**  As further inducement for WFBC to enter intothis Agreement, Customer grants to WFBC, as collateral for the repayment of anyand all obligations and liabilities whatsoever of Customer to WFBC, a securityinterest, under the Uniform Commercial Code, in the following describedproperty, as defined under the Uniform Commercial Code:  All presently existing or hereafter arising,now owned or hereafter acquired property including, but not limited to,****accounts, general intangibles, contract rights, investmentproperty, deposit accounts, the Collected Reserve established hereunder,inventory, instruments, chattel paper, documents, insurance proceeds, and allbooks and records pertaining to accounts and all proceeds and products of theforegoing property together with a controlled collateral account to bemaintained by Customer and the Affiliates at Wells Fargo Bank, N.A. andcontrolled by WFBC with a balance of $3,500,000 (the “Collateral Account”)which account shall serve as additional collateral for Customer’s obligationsto WFBC hereunder. The Collateral Account shall be interest bearing and theinterest shall accrue to the benefit of Customer in the absence of theoccurrence of an Event of Default.

 

**5.02****       ****Security Documents:** Customer shall execute all and deliver to WFBC any and all documents andinstruments as WFBC may request from time to time. Customer authorizes WFBC tofile a UCC financing statement with any appropriate authority reflecting itssecurity interest and further authorizes WFBC to file other filings includingamendments (other than amendments adding collateral) as WFBC deems appropriate.

 

**ARTICLE VI**

**Operational Provisions**

 

**6.01****       ****Repurchase:**Upon the occurrence of a Commercial Dispute,Customer shall repurchase the Account subject to the Commercial Disputepromptly. Regardless of whether there is a Commercial Dispute, in the eventthat and Account payable by the United States Government is outstanding 120days after the due date, or any other Account is outstanding  90 days after the due date, Customer shallpromptly repurchase such Account. In either event, if the Repurchase Price isnot paid promptly, WFBCI may (but is not required to) deduct the RepurchasePrice from funds available to Customer under Article III hereof.

 

**6.02        Power ofAttorney:**  In order to carry out this Agreement andavoid unnecessary notification of Account Debtors,

 

Customerirrevocably appoints WFBC, or any person designated by WFBC, as its specialattorney in fact, or agent, with power to:

 

**6.02(a)** strike through Customer’s remittance information on all invoicesdelivered to Account Debtors and note WFBC’s remittance information on allinvoices.

 

**6.02(b)** receive, open, read,  andthereafter forward to Customer if appropriate all mail addressed to Customer(including any trade name of Customer) sent to WFBC’s address. Any paymentsreceived shall be processed in accordance with this Agreement.

 

**6.02(c)** endorse the name of Customer or Customer’s trade name on any checks orother evidences of payment that may come into the possession of WFBC withrespect to any Account , and on any other documents relating to any of theAccounts or to Collateral.

 

**6.02(d)** Upon the occurrence of an Event of Default, in Customer’s name, orotherwise, demand, sue for, collect, and give releases for any and all moniesdue to or become due on any Account.

 

**6.02(e)** Upon the occurrence of an Event of Default, compromise, prosecute, ordefend any action, claim or proceeding as to any Account.

 

**6.02(f)** Upon the occurrence of an Event of Default, offer a trade discount toCustomer’s Account Debtor exclusive of Customer’s normal business custom withany Account Debtor.

 
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**6.02(g)** initiate electronic debit or credit entries through the ACH system toCustomer’s account or any other deposit account maintained by Customer whereverlocated.

 

**6.02(h)** sign Customer’s name on any notice of assignment, financing statement,amendment to any financing statement and on any notices to Account Debtors.

 

The authority granted to WFBCunder this provision shall remain in full force and effect until all assignedAccounts are paid in full and any indebtedness of Customer to WFBC isdischarged.

 

**6.03 ****Miscellaneous Payments:** Should WFBC receive a duplicate payment on an Account or other paymentwhich is not identified, WFBC shall carry these sums as open items in its accountingand shall return any duplicate payment to the Account Debtor or apply suchunidentified payment pursuant to the terms hereof upon proper identificationand documentation. In the event WFBC receives payment on an Account which hasnot been purchased hereunder and can be identified as being the property of theCustomer, such payment will be credited to the Customer’s Collected Reserve andreleased in accordance with this Agreement.

 

**6.04  Hold Harmless:** Customer shall hold WFBC harmless against any Account Debtor ill willarising from WFBC’s collecting or attempting to collect on any Account,provided that WFBC acts in a commercially reasonable manner.

 

**6.05**  **Taxes:** Should any excise, sale, use or other tax be imposed by any federal,state or local authority requiring a deduction or withholding from the proceeds of sale of any Account, orif the Account Debtor is authorized to withhold and deduct such tax or levy,then the Customer shall promptly pay WFBC the amount of the tax or levy sowithheld, and the Customer shall indemnify and hold WFBC harmless from any lossor expense on account of such tax.

 

**6.06  Minimum Fees, Early Termination Fee andFacility Fee:**Customer shall pay the  Minimum Fee eachmonth during the Term (and any renewals hereof) and Customer shall pay anydeficiency between the Minimum Fee and the fees paid under Section 2.20 hereofon a quarterly basis the fifteenth (15th) day of the next calendarquarter. In the event Customer terminates this agreement prior to the end ofthe Term, in lieu of further Minimum Fees after the full pay off of WFBC,Customer shall pay WFBC $1,000,000 if such termination occurs during the firstyear of the Term, $750,000 if the termination occurs during the second year ofthe Term and $500,000 if the termination occurs during the third year of theterm (each, the “Termination Fee”). Customer shall pay an origination fee of$150,000 at the closing of this Agreement. Customer shall pay a Facility Fee inthe amount of $100,000 on or before November 16, 2007 *and annually thereafter on the 16th day ofNovember* in the amount of $200,000.WFBC agrees that if Customer obtains financing from any Wells Fargo & Co.entity and such financing is utilized for paying off all obligations to WFBChereunder, including the repurchase of all Accounts, and Customer ceasesselling Accounts hereunder, Minimum Fees for the remainder of the then currentTerm shall be waived from the date of the full pay off to WFBC or the dateselling of Accounts ceases, whichever is later. WFBC agrees that in calculatingthe Minimum Fee, the Facility Fee and the Termination Fee hereunder, the feespaid by the Affiliates will be credited towards such fee.

 

**6.07****Reports****:** Except as provided by Section 3.10, and in the event Customer requestsinformation from WFBC regardingCustomer’s account hereunder, such requests shall be subject to the schedule offees provided by WFBC which schedule may be adjusted by WFBC from time to timein its discretion.

 

**6.08**  **WFBC Settlement of Accounts:**  WFBC may settle any Commercial Dispute withany Account Debtor. Such settlement does not relieve Customer of any obligation(including any repurchase obligation) under this Agreement with respect to anyAccounts.

 

**6.09**  **Documents: **If documents submitted by Customer to WFBC for the purchase of anyAccount are fraudulent or materially mistaken, incorrect or erroneous, or if the Customer fails to submit any documentrequired by WFBC under this Agreement for the purchase of any Account, then theCustomer shall repurchase such Account and pay the Repurchase Price as statedherein.

 

**6.10**  **Information:**  In the event WFBC provides financialinformation to Customer regarding a third party, whether by setting a PurchaseLimit, at the request of Customer or otherwise, Customer understands that WFBCis not making any representations or warranties or expressing an opinion as tothe creditworthiness of any such third party.

 
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**ARTICLE VII**

**Default**

 

**7.01****                       ****Events of Default:**Any one or more of the following shall be anEvent of Default hereunder:

 

**7.01(a)****  **Customer shall fail to pay any indebtedness to WFBC when due orrepurchase any Account when required hereunder.

 

**7.01(b)**Customer shall breach any material term, provision, promise, warranty,representation or covenant under this Agreement, or under any other agreements,contracts, between Customer and WFBC.

 

**7.01(c)**The appointment of any receiver or trustee of all or a substantialportion of the assets of Customer.

 

**7.01(d)**Customer shall voluntarily commence any Insolvency Proceeding affectingCustomer.

 

**7.01(e)**any involuntary Insolvency Proceeding shall be filed against Customerand is not dismissed within sixty (60) days.

 

**7.01(f)**Any levies, attachment, executions, or similar process shall be issuedagainst the Collateral.

 

**7.01(g)**Any financial statements, profit and loss statements, or schedules,other statements or documents furnished by Customer to WFBC are false orincorrect in any material respect.

 

**7.01(h)**Any documents submitted by Customer to WFBC for the purchase of anAccount are  fraudulent or  materially incorrect or erroneous, or if theCustomer fails to submit any document required by WFBC under  this Agreement for the purchase of thatAccount.

 

**7.01(i)**Any Account Debtor shall assert a claim or offset of any kind againstCustomer or WFBC during any time period covered by this Agreement which mayhave a material adverse impact on payment of any Account.

 

**7.01(j)**Any guarantor of Customer’s obligations hereunder is in default underthe guaranty or if any guarantor withdraws or revokes the guaranty as to futuresales of Accounts or otherwise.

 

**ARTICLE VIII**

**Remedies**

 

**8.01****                       ****Remedies on Default: **Upon the occurrence of an Event of Default, WFBC may do any one or moreof the following:

 

**8.01(a)**Accelerate and declare immediately due and payable, all indebtedness of Customer toWFBC, whether mature, contingent or otherwise, including without limitation (i)outstanding purchased Accounts, (ii) any unpaid Minimum Fees and (iii) allother fees, costs and expenses as required hereunder.

 

**8.01(b)**Require the Customer to repurchase any and all Accounts, whetherdisputed or undisputed, and pay the Repurchase Price for those Accounts asprovided herein, and, in the event the Repurchase Price is not promptly paid,WFBC may continue to collect such Accounts and charge a reasonable fee inconnection with such collection activities in addition to any other fees orcharges provided for herein.

 

**8.01**Cease purchasing any Account under this Agreement.

 

**8.01(d)**Notify any Account Debtor and take possession of Collateral and collectany Account without judicial process.

 

**8.01(e)**Settle any disputed Account directly with the Account Debtor withoutrelieving Customer of its obligations with respect to such Account under thisAgreement.

 

**8.01(f)**Require Customer to assemble the Collateral and the records pertainingto Accounts and make them available to WFBC at a place designated by WFBC.

 

**8.01(g)**Enter the premises of Customer and take possession of the Collateraland of the records pertaining to the Accounts and any other Collateral.

 

**8.01(h)**Grant extensions, compromise claims and settle an Account for less thanface value, all without prior notice to Customer.

 

**8.01(i)**Use, in connection with any assembly or disposition of the Collateral,any trademark, trade name, trade style, copyright, patent right or technicalprocess used or utilized by Customer.

 
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**8.01(j)** Initiate electronic credit or debit entries through the ACH system toand from Customer’s deposit account maintained by Customer wherever located.

 

**8.01(k)**Hold Customer liable for any deficiency for any amounts due and owingto WFBC.

 

**8.01(l)**Cease making reports or accountings to the Customer as otherwiserequired by this Agreement.

 

**ARTICLE IX**

**Term and Termination**

 

**9.01****       ****Term: **This Agreement shall continue in full forceand effect until the earliest of (a) the expiration of the Term; (b) any dateagreed to in writing by the parties hereto, (c) upon at least ten (10) dayswritten notice by Customer; or (d) any date set by WFBC upon the occurrence ofan Event of Default. On the date of termination, all obligations owing by theCustomer to WFBC, including any unpaid fees as set forth  in Section 6.06 hereof, which fees shallbecome promptly due and payable in full without further notice or demand.

 

**9.02****       ****Repurchase of Account: **Upon termination, Customer shall repurchaseany and all Accounts, whether disputed or undisputed, as may be requested byWFBC, and shall pay the Repurchase Price for those Accounts as provided hereinas well as any other indebtedness or obligations owed to WFBC by Customer. WFBCcontinues and shall continue to have a security interest in the Collateraluntil all amounts owed to WFBC by Customer are paid in full or are satisfied.

 

**9.03****       ****Repaymentof Account Debtor: **In the event WFBC is required to repay anyAccount Debtor for a payment received by WFBC on an Account, and non-payment ofthat Account would have required repurchase by Customer under this Agreement,the amount of the repayment by WFBC shall be an obligation of Customer to WFBCnotwithstanding the termination of this Agreement. In the event the Customerreceives a payment from WFBC to which the Customer has no rights, repayment ofthe funds to WFBC is an obligation of the Customer to WFBC whether or not theAgreement has been terminated. In either event, if the obligation is not paidupon five (5) days notice of the obligation to pay from WFBC to Customer, WFBCmay file a financing statement in connection with the security interest grantedherein (if necessary) or otherwise perfect its interest in the Collateral andexercise any and all rights it has under this Agreement to collect the amountsdue.

 

**ARTICLE X**

**Miscellaneous Provisions**

 

**10.01****                ****Binding on Future Parties:**  ThisAgreement inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assignsof the parties hereto accept that the Customer shall not have the right toassign its rights hereunder or any interest herein without WFBC’s prior writtenconsent.

 

**10.02****                ****Cumulative Rights:** No failure or delay by WFBC in exercisingany right, power or remedy under the Agreement or documents given in connection with the Agreement shall operate as awaiver thereof; nor shall any single or partial exercise of any such right,power or remedy preclude any other or further exercise thereof or the exerciseof any other right, power or remedy under the Agreement. The remedies providedherein are cumulative and not exclusive of any remedies provided by law.

 

**10.03****                ****Waiver:**  WFBCmay not waive its rights and remedies unless the waiver is in writing andsigned by WFBC. A waiver by WFBCof a right or remedy under this Agreement on one occasion is not a waiver ofthe right or remedy on any subsequent occasion.

 

**10.04 ****Choice of Law:**  This Agreement shall begoverned by and construed in accordance with the laws of the State of Colorado.

 

**10.05 ****Invalid Provisions:**  Any provision of this Agreementwhich is prohibited or unenforceable shall be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof.

 
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**10.06 Entire Agreement:**  Thisinstrument contains the entire Agreement between the parties. This****Agreement, together with the documents given in connectionherewith, comprises the complete and integrated agreement of the parties on thesubject matter hereof and supersedes all prior agreements, written or oral, onthe subject matter hereof.

 

**10.07 Amendment:** Except as otherwise provided herein, any addendum or modificationhereto must be signed by both parties.

 

**10.08****  ****Effective:**  ThisAgreement becomes effective when it is accepted and executed by an authorizedofficer of WFBC.

 

**10.09Data Transmission:**  WFBC assumes no responsibility for privacy orsecurity risks as a result of the method of data transmission selected byCustomer. WFBC only assumes responsibility for data transmitted from Customeronce the data is received within the Wells Fargo Bank, National Association’sinternal network. WFBC assumes no responsibility for privacy or security datatransmitted from WFBC to Customer once the data is dispensed from Wells FargoBank, National Association’s internal network.

 

**10.10 Information:**  Without limiting WFBC’s rightto share information regarding the Customer and its affiliates with WFBC’s agents, accountants, lawyers and otheradvisors, Customer agrees that Wells Fargo & Co., and all direct andindirect subsidiaries of Wells Fargo & Co., may, among themselves, discussor otherwise utilize any and all information they may have in their possessionregarding the Customer and its affiliates, and the Customer waives any right ofconfidentiality it may have with respect to such exchange of such information.

 

**10.11 Indemnification**: Customer agrees to indemnify and hold WFBCharmless from any and all liability, claims and damages, including attorneys’ fees, costs of suit and interest whichWFBC may incur as a result of the failure of Customer to pay withholding taxesdue and payable to any taxing authority.

 

**10.12Notices****hereunder:**  All notices and communications hereundershall be given or made to the parties at their respective addresses set forthbelow, or at such other address as the addressee may hereafter specify for thepurpose of written notice to the other party hereto. Such notices andcommunications shall be effectively given by WFBC when and if given in writingand delivered to the address set forth herein, delivered by facsimile or dulydeposited in the mails with first-class postage prepaid.

 

**10.13 Costs****and Expenses:**  Except as is prohibited by law, the Customeragrees to pay on demand all costs and expenses, including (without limitation) attorneys’ fees, incurred byWFBC in connection with this Agreement and any other related document oragreement, and the transactions contemplated hereby, including withoutlimitation all such costs, expenses and fees incurred in connection with thenegotiation, due diligence, preparation, execution, amendment, administration,performance, collection and enforcement of the obligations and all suchdocuments and agreements and the creation, perfection, protection, satisfaction,foreclosure or enforcement of any security interest granted hereunder, thecollection of any Account or any obligation owed by Customer to WFBC.

 

**10.14 Audit**:  The Customer hereby agrees topay WFBC, on demand, audit fees in connection with any audits or inspections conducted by WFBC of anyCollateral or the Customer’s operations or business at the rates establishedfrom time to time by WFBC as its audit fees, together with all actual out-of-pocketcosts and expenses incurred in conducting any such audit or inspection.

 

**10.15 Jurisdiction**: The parties hereby (a) consent to the personal jurisdiction ofthe state and federal courts located in the State of Colorado in connectionwith any controversy related to this Agreement; (b) waive any argumentthat venue in any such forum is not convenient, (c) agree that anylitigation initiated by WFBC or the Customer in connection with this Agreementshall be venued in either the State Courts of the City and County of Denver,Colorado or the United States District Court, District of Colorado, and(d) agree that a final judgment in any such suit, action or proceedingshall be conclusive and may be enforced in other jurisdictions by suit on thejudgment or in any other manner provided by law.

 

**10.16 Waiver of Jury Trial**:  **THE CUSTOMER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL**

 
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**BY JURYIN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, BASED ON ORPERTAINING TO THIS AGREEMENT.**

 

Executedand accepted this 1st day of October 2007 at Nampa, ID. 
|   | Month/Year | City/State |
|--------|------------|------------|

 

 
| MPC-Pro, LLC                                 |                                     | Wells Fargo Bank,  National Association |                  |
|----------------------------------------------|------------------------------------------|-----------------------------------------|-----------------------|
| 906 East Karcher Road                        |                                     | 1740 Broadway, MAC  C7300-060           |                  |
| Boise, ID 83687                              |                                     | Denver, CO 80274                        |                  |
|                                         |                                     |                                    |                  |
| By:  MPC Corporation                    |                                     | By:                                     | /s/  Matthew A. Howe  |   |
| Its: Manager and sole  member                |                                     |                                    |  Matthew A. Howe |   |
|                                         |                                     |                                    |                  |
| By:                                          | /s/  Curtis Akey                         |                                    |                  | Its: | Vice President |   |
|                                         | Curtis Akey Its: Vice  President and CFO |                                    | Title                 |   |
|                                         |                                     |                                    |                  |
|                                         |                                     |                                    |                  |
|                                         |                                     |                                    |                  |
|                                         |                                     | Witnessed by:                           |                  |
| Sworn and subscribed  before me this 1st day |                                     |                                    |                  |
| of October, 2007.                            |                                     | /s/  Janis Wilson                       |                  |
|                                         |                                     | Signature                               |                  |
|                                         |                                     |                                    |                  |
| /s/  Janis Wilson                            |                                     |                                    | Contract  Specialist  |   |
| NOTARY PUBLIC                                |                                     | NAME AND TITLE                          |                  |
|                                              |                                          |                                         |                       |  |  |  |  |  |

 
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