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Exhibit 10.1
 
 
 
  NICOLE ATKINS, individually, on behalf of
    
    
    )
    
    
    JAMS Reference Number: 1100049545others similarly situated, and as a private
    
    
    )attorney general on behalf of the general
public,
    
    
    )
    
    
    Los Angeles County Superior Court Case)
    
    
    No.: BC346922)Plaintiff
    
    
    ))vs.
    
    
    )
    
    
    JOINT STIPULATION OF)
    
    
    SETTLEMENT AND RELEASEPC MALL, INC., a Delaware corporation, and
    
    
    )
    
    
    BETWEEN PLAINTIFF ANDDOES 1 through 200, inclusive,
    
    
    )
    
    
    DEFENDANT))Defendants
    
    
    ))))/  /  //  /  //  /  //  /  //  /  //  /  /




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NICOLE ATKINS,
individually and on behalf of all others similarly situated, v. PC MALL, INC, and DOES 1  200
inclusive.




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a.
    
    The Settlement Class is so numerous as to make it impracticable to join
all Class Members.b.
    
    There is an ascertainable class.c.
    
    Plaintiffs claims are typical of the claims of the members of the
Settlement Class.d.
    
    Westrup Klick, LLP and the Law Offices of Michael L. Carver shall be
deemed Class Counsel and will fairly and adequately protect the interests of
the Settlement Class.e.
    
    The prosecution of separate actions by individual members of the
Settlement Class would create the risk of inconsistent or varying
adjudications, which would establish incompatible standards of conduct.f.
    
    Questions of law and fact common to the members of the Settlement Class
predominate over questions affecting individual members in the Settlement Class
and a class action is superior to other available means for the fair and
efficient adjudication of the controversy.




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et seq et seq
 A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.




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TERMS OF SETTLEMENT
  a.
    
    It is agreed by and among the Parties that this action and any claims,
damages, or causes of action arising out of the dispute that is the subject of
the Action, be settled and compromised as between the Settlement Class and
Defendants, subject to the terms and conditions set forth in this Stipulation
of Settlement and the approval by the Arbitrator.b.
    
    Settlement Date: The settlement embodied in this Stipulation
of Settlement is expressly conditioned upon and shall go into effect only after
preliminary and final approval by the Arbitrator of this Stipulation of
Settlement, entry of a judgment by the Court confirming the Arbitrators order
and award and dismissing the Action with prejudice, and the expiration of the
time for appeal pursuant to California Rules of Court 8.104 and 8.108 from the
orders and judgment described in this Stipulation of Settlement.c.
    
    Calculation of Time Worked: Settlement dollars will be
allocated among the Class Members on a Qualifying Workweek basis. For
purposes of this calculation, a Qualifying Workweek shall be calculated as a
whole number, and shall include only those weekly periods, beginning on a
Sunday and ending on a Saturday in which the Class Member was present at work
and actually performed services for which remuneration was paid




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on four or more days as determined in the sole discretion of PC MALL. PC
MALLs records shall be determinative with respect to the number of
Qualifying Workweeks that were actually worked by Class Members.d.
    
    Settlement Payments and Costs of Administration:
 1)
    
    Payments to Class Members: In consideration for
settlement and a release of all claims of the Settlement Class against
Defendants, and subject to final settlement approval and entry of the
orders and judgment described in Section 14(b), Defendants agree to pay
to each member of the Settlement Class who timely submits a claim form
pursuant to Section 17, a share of the NFV, as calculated hereunder.
Each Class Members share of the NFV shall be determined by: (i)
dividing the NFV by the total number of workweeks worked by all members
of the Settlement Class to determine the payment-per-workweek; and then
(ii) multiplying the payment-per-workweek by the number of Qualifying
Workweeks worked by the particular member of the Settlement Class
during the Class Period. To the extent a Class Member fails to submit
a valid claim form for his or her share of the NFV, his or her share
shall be redistributed on a proportional basis to the Class Members who
submitted valid claim forms. The settlement payment made to Qualified
Claimants (defined below as Class Members who submit a valid claim
form) shall consist of the following: (i) 50% of the gross payments
shall be considered California Labor Code Penalties; (ii) 50% of the
gross payments shall be considered wages for past services. Because
50% of the gross amounts of the payments made to Qualified Claimants
constitutes wages, Defendants will review the most recent W-4 and other
withholding documents available for each Qualified




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Claimant, withhold from the application portion of the settlement
payment the Qualified Claimants share of all appropriate payroll
taxes and issue to each Qualified Claimant a Form W-2 statement or
its equivalent. Defendants shall issue a 1099 or other appropriate
tax form for that portion of the settlement payment that does not
represent wages.2)
    
    Attorneys Fees and Costs: In consideration for
settling this matter and in exchange for the release of all claims by
the Settlement Class, and subject to final settlement approval and
entry of the orders and judgment described in Section 14(b), Defendants
agree that Class Counsel should be awarded a sum of up to one-third
(33 1/3 %) of the GFV to compensate and reimburse Class Counsel for all
of the work already performed by Class Counsel in this case and all of
the work remaining to be performed by Class Counsel in documenting the
Settlement, securing the Arbitrators and the Courts approval of the
Settlement, administering the Settlement, making sure that the
Settlement is fairly administered and implemented, and obtaining
dismissal of the action. Should the Arbitrator approve a lesser
percentage or amount of fees and/or costs, the unapproved portion or
portions shall be attributed to the NFV and thereby be distributed on a
pro rata basis among the Class Members who submit qualified claims in
the same proportion as the NFV was originally distributed to the
claiming Class Members.3)
    
    Class Representative Enhancement and Settlement of
Plaintiffs Individual Claims: Subject to approval by the
Arbitrator and entry of the orders and judgment described in Section
14(a), Defendants agree to pay the Plaintiff from the GFV, Twenty
Thousand Dollars




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($20,000), $5,000 of which shall be for serving as the Class
Representative and $15,000 to settle any and all claims outside the
scope of the Action. Plaintiff shall also be entitled to share in
the NFV to the same extent and pursuant to the same requirements as
other Class Members. Should the Arbitrator approve an award to
Plaintiff in an amount less than that set forth herein, the
unapproved portion or portions shall be attributed to the NFV and
thereby be distributed on a pro rata basis among the Class Members
who submit valid claim forms.4)
    
    Costs of Claims Administrator: The parties have
selected Class Action Administration, Inc. to act as Claims
Administrator in this action. Class Action Administration, Inc. has
agreed to perform all necessary class administration duties for a fee
not to exceed $20,000. This payment for the Administrator shall come
from the GFV. The administration duties shall include without
limitation, mailing Notices and Claim Forms, and the calculation,
processing, and mailing of all Class Member settlement checks.5)
    
    Settlement Funding Deadline: Five business days after
entry of the judgment by the Court confirming the Arbitrators award
and dismissing the Action with prejudice, expiration of the time for an
appeal pursuant to California Rules of Court 8.104 and 8.108 from the
orders and judgments described in this Stipulation of Settlement, and
on the condition that no appeal, motion for new trial or motion to
vacate the orders or judgments described herein have been filed, and on
the further condition that all of the conditions in Section 14(f) have
been satisfied, Defendants shall deliver to the Claims
Administrator: (i) checks drawn on the GFV to pay Qualified Claimants
the gross amounts calculated by the




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Claims Administrator, minus appropriate taxes; (ii) a check drawn on
the GFV to pay the attorneys fees awarded by the Arbitrator; (iii) a
check drawn on the GFV to pay the enhancement award and other
settlement payment to Plaintiff; and (iv) a check to compensation the
Claims Administrator for settlement services. In the event that an
appeal or other motion described in California Rule of Court 8.108 is
filed, Defendants shall deliver the checks described above to the
Claims Administrator ten (10) days after the appeal is withdrawn, an
appellate decision affirming the trial courts judgment is final, or
the other motions pursuant to California Rule of Court 8.108 result
in a final, non-appealable judgment.6)
    
    Settlement Payout Timetable: Within ten (10) days of
receiving the checks from the Defendants as described above, the Claims
Administrator will pay all valid and timely claims submitted by
Qualifying Claimants, and Arbitrator-approved attorneys fees, costs,
enhancement payments, and the payment to Plaintiff described in Section
14(d)(3). No money will be distributed unless and until the orders and
judgment described in this Stipulation of Settlement are final (meaning
that the right to appeal those orders and the judgment described in
Section 14(b) has expired) and on the condition that no appeal from the
orders and judgment described herein have been filed.
 e.
    
    Resolution of Disputes Relating To Number of Qualifying Workweeks
Worked by Class Members: A Qualified Claimant will be defined as an
individual in the Settlement Class who timely submitted a Claim Form. If a
Qualified Claimant timely disputes the number of Qualifying Workweeks he or she
worked as a Class Member, or as to the proper size




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of his or her share in the NFV, the Class Member must attach documentary
evidence supporting his or her alternative calculation of Qualifying
Workweeks and a written statement explaining the Class Members calculation
of Qualifying Workweeks. After receiving such documentation, the Parties
counsel will make a good faith effort to resolve the dispute informally once
this documentation is received. If the Parties cannot agree, the dispute
shall be submitted to Judge Edward Infante (Ret.), who shall resolve the
dispute. Failure by the Class Member to provide the documentary evidence
and written statement described above by the Claims Deadline established in
Section 17 will result in the Qualifying Workweek calculation being based
solely on Defendants records. In any event, such disputes must be resolved
prior to final approval of this Stipulation of Settlement. If a Class
Member submits both a valid Claim Form and a Request for Exclusion, the
Request for Exclusion shall be deemed invalid and the claim will be treated
as a proper claim.f.
    
    Invalidation of Stipulation of Settlement For Failure To Satisfy
Conditions:
 1)
    
    The Stipulation of Settlement is expressly conditioned upon
approval and entry of the orders and the judgment described in
Stipulation of Settlement, including the Arbitrators preliminary and
final approval of this Stipulation of Settlement, the Arbitrators
certification of a class for settlement purposes only, entry of the
orders described in Section 14(b), the Courts order confirming the
Arbitrators order and award, and entry of the judgment by the Court
dismissing this Action with prejudice against all Class Members who do
not timely submit a Request for Exclusion Form. This Stipulation of
Settlement is also expressly conditioned upon




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no appeal or other motion under California Rule of Court 8.108 being
taken or filed from the orders and the judgment described herein.2)
    
    Notwithstanding any other provision in this Stipulation of
Settlement, the Parties agree, covenant and represent that Defendants
shall not in any event be obligated to pay any amount that exceeds the
GFV and that, if prior to the hearing to finally approve this
Stipulation of Settlement, the number of Class Members who submit
timely and complete Request for Exclusion Forms, in the aggregate,
exceed 5% of the total number of conditionally-certified Class Members,
then Defendants shall have the sole and absolute discretion to withdraw
from this Stipulation of Settlement.3)
    
    Further notwithstanding any other provision in this Stipulation
of Settlement, if this Stipulation of Settlement is terminated for
failure to satisfy any of the terms and conditions outlined above,
Defendants shall not be obligated to create or maintain any type of
settlement fund and shall not be obligated to make any settlement
payment to Plaintiff, any Class Member, Class Counsel, or the Claims
Administrator.
 NOTICE TO THE SETTLEMENT CLASS




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CLAIM PROCESS




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RELEASE BY THE CLASS




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et seq et seq




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A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.
  DUTIES OF THE PARTIES PRIOR TO ARBITRATOR APPROVAL
  a.
    
    Scheduling a preliminary fairness hearing on the question of whether
the proposed settlement, including payment of attorneys fees and costs, and
the Class Representatives enhancement awards, should be finally approved as
fair, reasonable and adequate as to the members of the Class;b.
    
    Preliminarily certifying for settlement purposes only a settlement
class for all claims;c.
    
    Preliminarily certifying this action under California Code of Civil
Procedure, Section 382 and California Rules of Court, Rules 1850, et seq., as a
class action for purposes of settlement;




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d.
    
    Approving as to form and content the proposed Notice;e.
    
    Approving as to form and content the proposed Claim Form;f.
    
    Directing the mailing of the Notice with the accompanying Claim Form by
first class mail to the Class Members;i.
    
    Preliminarily approving the settlement subject only to the
objections of Class Members and final review by the Arbitrator;j.
    
    Preliminarily approving Class Action Administration, Inc. to
act as Claims Administrator and costs of administration payable to the Claims
Administrator,k.
    
    Preliminarily approving Class Counsels request for attorneys
fees subject to final review of the Arbitrator;l.
    
    Preliminarily approving Class Counsels request that Plaintiffs
receive an enhancement award; andm.
    
    Preliminarily approving Class Counsels request for costs.
  a.
    
    A report by the Claims Administrator identifying Class Members who
timely submitted Claims Forms, Requests for Exclusions and Objections and the
gross amount of settlement payments to which each Qualified Claimant will be
entitled;b.
    
    A duly noticed motion and accompanying memorandum of points and
authorities and other necessary documents for the Arbitrator to determine that
this Stipulation of Settlement is fair, reasonable, and adequate; andc.
    
    The orders and judgment described in Section 14(b) above.
 DUTIES OF THE PARTIES FOLLOWING FINAL APPROVAL




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et.
seq
 a.
    
    Approving and confirming the Arbitrators award and order; andb.
    
    Dismissing this action on the merits and with prejudice and permanently
barring all members of the Settlement Class who did not timely submit a Request
for Exclusion from prosecuting against Releasees, any individual or class
claims that were or could have been asserted in this Action, including without
limitation any claims released by this Stipulation of Settlement or any claims
arising out of the acts, facts, transactions, occurrences, representations, or
omissions set forth in this Action, through the date of the final approval of
this Settlement upon satisfaction of all payments and obligations hereunder.
 PARTIES AUTHORITY
  MUTUAL FULL COOPERATION




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NO PRIOR ASSIGNMENTS
  NO ADMISSION
  CONSTRUCTION
  CAPTIONS AND INTERPRETATIONS
  MODIFICATION




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INTEGRATION CLAUSE
  BINDING ON ASSIGNS
  CLASS COUNSEL SIGNATORIES
  PUBLIC COMMENT




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COUNTERPARTS
  DATED: March 21, 2007By
    /s/ Robert NewtonPC MALL, INC.
     Robert Newton, General CounselDATED: March 21, 2007By
    /s/ Pete FreixPC MALL SALES, INC.
     Pete Freix, PresidentDATED: March 21, 2007By:
    /s/ Nicole AtkinsNICOLE ATKINSDATED: March 21, 2007
    
    FOR THE SETTLEMENT CLASSBy:
    /s/ Nicole AtkinsPrint Name:
    
    Nicole Atkins




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Approved As To Form AndContent:DATED: March 21, 2007By:
    
    /s/ Philip Poliner

     Philip PolinerWestrup Klick, LLPAttorneys for Plaintiff Nicole Atkins and theSettlement ClassDATED: March 21, 2007By:
    
    /s/ Michael L. Carver

      Michael L. CarverLaw Offices of Michael L. CarverAttorneys for Plaintiff Nicole Atkins and theSettlement ClassDATED: March 21, 2007By
    
    /s/ Steven M. Zadravecz

      Steven M. ZadraveczMorrison & Foerster LLPAttorneys for Defendants