Exhibit 10.25

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LOAN AND SECURITY AGREEMENT

by and among

EN POINTE TECHNOLOGIES SALES, INC.

as Borrower,

THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders,

and

FOOTHILL CAPITAL CORPORATION

as the Arranger and Administrative Agent

Dated as of December 28, 2001

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TABLE OF CONTENTS

|   |  |                               |  |                                                                                       |  | Page
|-- |  | ----------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|1. |  | DEFINITIONS AND CONSTRUCTION  |  | 1                                                                                    
|   |  | 1.1                           |  | Definitions                                                                           |  | 1   
|   |  | 1.2                           |  | Accounting Terms                                                                      |  | 18  
|   |  | 1.3                           |  | Code                                                                                  |  | 18  
|   |  | 1.4                           |  | Construction                                                                          |  | 18  
|   |  | 1.5                           |  | Schedules and Exhibits                                                                |  | 18  
|2. |  | LOAN AND TERMS OF PAYMENT     |  | 18                                                                                   
|   |  | 2.1                           |  | Revolver Advances                                                                     |  | 18  
|   |  | 2.2                           |  | Guaranty Indemnity                                                                    |  | 19  
|   |  | 2.3                           |  | Borrowing Procedures and Settlements                                                  |  | 19  
|   |  | 2.4                           |  | Payments                                                                              |  | 24  
|   |  | 2.5                           |  | Overadvances                                                                          |  | 26  
|   |  | 2.6                           |  | Interest Rates, Letter of Credit and Guaranty Fees: Rates, Payments, and Calculations |  | 27  
|   |  | 2.7                           |  | Cash Management                                                                       |  | 28  
|   |  | 2.8                           |  | Crediting Payments; Float Charge                                                      |  | 29  
|   |  | 2.9                           |  | Designated Account                                                                    |  | 29  
|   |  | 2.10                          |  | Maintenance of Loan Account; Statements of Obligations                                |  | 29  
|   |  | 2.11                          |  | Fees                                                                                  |  | 30  
|   |  | 2.12                          |  | Letters of Credit                                                                     |  | 30  
|   |  | 2.13                          |  | LIBOR Option                                                                          |  | 33  
|   |  | 2.14                          |  | Capital Requirements                                                                  |  | 35  
|3. |  | CONDITIONS; TERM OF AGREEMENT |  | 35                                                                                   
|   |  | 3.1                           |  | Conditions Precedent to the Initial Extension of Credit                               |  | 35  
|   |  | 3.2                           |  | Condition Subsequent to the Initial Extension of Credit                               |  | 37  
|   |  | 3.3                           |  | Conditions Precedent to all Extensions of Credit                                      |  | 38  
|   |  | 3.4                           |  | Term                                                                                  |  | 38  
|   |  | 3.5                           |  | Effect of Termination                                                                 |  | 38  
|   |  | 3.6                           |  | Early Termination by Borrower                                                         |  | 38  
|4. |  | CREATION OF SECURITY INTEREST |  | 40                                                                                   
|   |  | 4.1                           |  | Grant of Security Interest                                                            |  | 40  
|   |  | 4.2                           |  | Negotiable Collateral                                                                 |  | 40  

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|   |  | 4.3                            |  | Collection of Accounts, General Intangibles, and Negotiable Collateral |  | 40
|-- |  | ------------------------------ |  | ---------------------------------------------------------------------- |  | --
|   |  | 4.4                            |  | Delivery of Additional Documentation Required                          |  | 40
|   |  | 4.5                            |  | Power of Attorney                                                      |  | 40
|   |  | 4.6                            |  | Right to Inspect                                                       |  | 41
|   |  | 4.7                            |  | Control Agreements                                                     |  | 41
|5. |  | REPRESENTATIONS AND WARRANTIES |  | 41                                                                    
|   |  | 5.1                            |  | No Encumbrances                                                        |  | 41
|   |  | 5.2                            |  | Eligible Accounts                                                      |  | 41
|   |  | 5.3                            |  | Inventory                                                              |  | 41
|   |  | 5.4                            |  | Equipment                                                              |  | 42
|   |  | 5.5                            |  | Location of Inventory and Equipment                                    |  | 42
|   |  | 5.6                            |  | Inventory Records                                                      |  | 42
|   |  | 5.7                            |  | Location of Chief Executive Office; FEIN                               |  | 42
|   |  | 5.8                            |  | Due Organization and Qualification; Subsidiaries                       |  | 42
|   |  | 5.9                            |  | Due Authorization; No Conflict                                         |  | 42
|   |  | 5.10                           |  | Litigation                                                             |  | 43
|   |  | 5.11                           |  | No Material Adverse Change                                             |  | 44
|   |  | 5.12                           |  | Fraudulent Transfer                                                    |  | 44
|   |  | 5.13                           |  | Employee Benefits                                                      |  | 44
|   |  | 5.14                           |  | Environmental Condition                                                |  | 44
|   |  | 5.15                           |  | Brokerage Fees                                                         |  | 44
|   |  | 5.16                           |  | Intellectual Property                                                  |  | 44
|   |  | 5.17                           |  | Leases                                                                 |  | 44
|   |  | 5.18                           |  | DDAs                                                                   |  | 44
|   |  | 5.19                           |  | Complete Disclosure                                                    |  | 45
|   |  | 5.20                           |  | Indebtedness                                                           |  | 45
|6. |  | AFFIRMATIVE COVENANTS          |  | 45                                                                    
|   |  | 6.1                            |  | Accounting System                                                      |  | 45
|   |  | 6.2                            |  | Collateral Reporting                                                   |  | 46
|   |  | 6.3                            |  | Financial Statements, Reports, Certificates                            |  | 46
|   |  | 6.4                            |  | Guarantor Tax Returns                                                  |  | 48
|   |  | 6.5                            |  | Return                                                                 |  | 48
|   |  | 6.6                            |  | Maintenance of Properties                                              |  | 48

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|   |  | 6.7                                    |  | Taxes                                                                              |  | 48
|-- |  | -------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --
|   |  | 6.8                                    |  | Insurance                                                                          |  | 48
|   |  | 6.9                                    |  | Location of Inventory and Equipment                                                |  | 49
|   |  | 6.10                                   |  | Compliance with Laws                                                               |  | 49
|   |  | 6.11                                   |  | Leases                                                                             |  | 49
|   |  | 6.12                                   |  | Existence                                                                          |  | 49
|   |  | 6.13                                   |  | Environmental                                                                      |  | 49
|   |  | 6.14                                   |  | Commercial Tort Claims                                                             |  | 50
|   |  | 6.15                                   |  | Disclosure Updates                                                                 |  | 50
|7. |  | NEGATIVE COVENANTS                     |  | 50                                                                                
|   |  | 7.1                                    |  | Indebtedness                                                                       |  | 50
|   |  | 7.2                                    |  | Liens                                                                              |  | 51
|   |  | 7.3                                    |  | Restrictions on Fundamental Changes                                                |  | 51
|   |  | 7.4                                    |  | Disposal of Assets                                                                 |  | 51
|   |  | 7.5                                    |  | Change Name                                                                        |  | 51
|   |  | 7.6                                    |  | Guarantee                                                                          |  | 51
|   |  | 7.7                                    |  | Nature of Business                                                                 |  | 51
|   |  | 7.8                                    |  | Prepayments and Amendments                                                         |  | 52
|   |  | 7.9                                    |  | Change of Control                                                                  |  | 52
|   |  | 7.10                                   |  | Consignments                                                                       |  | 52
|   |  | 7.11                                   |  | Distributions                                                                      |  | 52
|   |  | 7.12                                   |  | Accounting Methods                                                                 |  | 52
|   |  | 7.13                                   |  | Investments                                                                        |  | 52
|   |  | 7.14                                   |  | Transactions with Affiliates; Intercompany Transfers                               |  | 52
|   |  | 7.15                                   |  | Suspension                                                                         |  | 53
|   |  | 7.16                                   |  | Use of Proceeds                                                                    |  | 53
|   |  | 7.17                                   |  | Change in Location of Chief Executive Office; Inventory and Equipment with Bailees |  | 53
|   |  | 7.18                                   |  | Securities Accounts                                                                |  | 54
|   |  | 7.19                                   |  | Financial Covenants                                                                |  | 54
|8. |  | EVENTS OF DEFAULT                      |  | 54                                                                                
|9. |  | THE LENDER GROUP'S RIGHTS AND REMEDIES |  | 56                                                                                
|   |  | 9.1                                    |  | Rights and Remedies                                                                |  | 56
|   |  | 9.2                                    |  | Remedies Cumulative                                                                |  | 57

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|10. |  | TAXES AND EXPENSES                         |  | 58                                                                                                          
|--- |  | ------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------
|11. |  | WAIVERS; INDEMNIFICATION                   |  | 58                                                                                                          
|    |  | 11.1                                       |  | Demand; Protest; etc                                                                                        
|    |  | 11.2                                       |  | The Lender Group's Liability for Collateral                                                                 
|    |  | 11.3                                       |  | Indemnification                                                                                             
|12. |  | NOTICES                                    |  | 59                                                                                                          
|13. |  | CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER |  | 60                                                                                                          
|14. |  | ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS |  | 61                                                                                                          
|    |  | 14.1                                       |  | Assignments and Participations                                                                              
|    |  | 14.2                                       |  | Successors                                                                                                  
|15. |  | AMENDMENTS; WAIVERS                        |  | 63                                                                                                          
|    |  | 15.1                                       |  | Amendments and Waivers                                                                                      
|    |  | 15.2                                       |  | Replacement of Holdout Lender                                                                               
|    |  | 15.3                                       |  | No Waivers; Cumulative Remedies                                                                             
|16. |  | AGENT; THE LENDER GROUP                    |  | 64                                                                                                          
|    |  | 16.1                                       |  | Appointment and Authorization of Agent                                                                      
|    |  | 16.2                                       |  | Delegation of Duties                                                                                        
|    |  | 16.3                                       |  | Liability of Agent                                                                                          
|    |  | 16.4                                       |  | Reliance by Agent                                                                                           
|    |  | 16.5                                       |  | Notice of Default or Event of Default                                                                       
|    |  | 16.6                                       |  | Credit Decision                                                                                             
|    |  | 16.7                                       |  | Costs and Expenses; Indemnification                                                                         
|    |  | 16.8                                       |  | Agent in Individual Capacity                                                                                
|    |  | 16.9                                       |  | Successor Agent                                                                                             
|    |  | 16.10                                      |  | Lender in Individual Capacity                                                                               
|    |  | 16.11                                      |  | Withholding Taxes                                                                                           
|    |  | 16.12                                      |  | Collateral Matters                                                                                          
|    |  | 16.13                                      |  | Restrictions on Actions by Lenders; Sharing of Payments                                                     
|    |  | 16.14                                      |  | Agency for Perfection                                                                                       
|    |  | 16.15                                      |  | Payments by Agent to the Lenders                                                                            
|    |  | 16.16                                      |  | Concerning the Collateral and Related Loan Documents                                                        
|    |  | 16.17                                      |  | Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information
|    |  | 16.18                                      |  | Several Obligations; No Liability                                                                           

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|    |  | 16.19              |  | Legal Representation of Agent            |  | 72
|--- |  | ------------------ |  | ---------------------------------------- |  | --
|17. |  | GENERAL PROVISIONS |  | 73                                      
|    |  | 17.1               |  | Effectiveness                            |  | 73
|    |  | 17.2               |  | Section Headings                         |  | 73
|    |  | 17.3               |  | Interpretation                           |  | 73
|    |  | 17.4               |  | Severability of Provisions               |  | 73
|    |  | 17.5               |  | Amendments in Writing                    |  | 73
|    |  | 17.6               |  | Counterparts; Telefacsimile Execution    |  | 73
|    |  | 17.7               |  | Revival and Reinstatement of Obligations |  | 73
|    |  | 17.8               |  | Integration                              |  | 73
|    |  | 17.9               |  | Effect of Intercreditor Agreement        |  | 73
|    |  | 17.10              |  | Organization of Canadian Affiliate       |  | 74

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LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT(this "Agreement"), is entered
into as of December 28, 2001 between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are
referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"),FOOTHILL CAPITAL CORPORATION, a California corporation, as
the arranger and administrative agent for the Lenders ("Agent"), and, on the other hand,EN POINTE TECHNOLOGIES
SALES, INC., a Delaware corporation ("Borrower").

The
parties agree as follows:

1.  DEFINITIONS AND CONSTRUCTION.

1.1Definitions. As used in this Agreement, the following terms shall have the following
definitions:

"Account Debtor" means any Person who is or who may become obligated under, with respect to, or on account of, an Account, chattel
paper, or a General Intangible.

"Accounts" means all of Borrower's now owned or hereafter acquired right, title, and interest with respect to "accounts" (as that term
is defined in the Code), and any and all supporting obligations in respect thereof.

"ACH Transactions" means any cash management or related services (including the Automated Clearing House processing of electronic funds
transfers through the direct Federal Reserve Fedline system) provided by Wells Fargo or its Affiliates for the account of Borrower or its Affiliates.

"Additional Documents" has the meaning set forth inSection 4.4.

"Advances" has the meaning set forth inSection 2.1.

"Affiliate" means, as applied to any Person, any other Person who, directly or indirectly, controls, is controlled by, or is under
common control with, such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether
through the ownership of Stock, by contract, or otherwise;provided, however, that, in any event: (a) any Person which owns directly or
indirectly 10% or more of the securities having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other
ownership interests of a Person (other than as a limited partner of such Person) shall be deemed to control such Person, (b) each director (or comparable manager) of a Person shall be deemed to
be an Affiliate of such Person, and (c) each partnership or joint venture in which a Person is a partner or joint venturer shall be deemed to be an Affiliate of such Person.

"Agent" means Foothill, solely in its capacity as agent for the Lenders hereunder, and any successor thereto.

"Agent's Account" means an account at a bank designated by Agent from time to time as the account into which Borrower shall make all
payments to Agent for the benefit of the Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent
notifies Borrower and the Lender Group to the contrary, Agent's Account shall be that certain deposit account listed on Schedule A-1.

"Agent Advances" has the meaning set forth inSection 2.3(e)(i).

"Agent's Liens" means the Liens granted by Borrower to Agent for the benefit of the Lender Group under this Agreement or the other Loan
Documents.

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"Agent-Related Persons" means Agent together with its Affiliates, officers, directors, employees, and agents.

"Agreement" has the meaning set forth in the preamble hereto.

"Applicable Prepayment Premium" means, as of any date of determination, an amount equal to (a) during the period of time from
and after the date of the execution and delivery of this Agreement up to the date that is the first anniversary of the Closing Date, 3%timesthe
Maximum Revolver Amount, (b) during the period of time from and including the date that is the first anniversary of the Closing Date up to the date that is the second anniversary of the Closing
Date, 2%timesthe Maximum Revolver Amount, and (c) during the period of time from and including the date that is the second anniversary of the
Closing Date up to the Maturity Date, 1%timesthe Maximum Revolver Amount. If the Obligations are repaid prior to the Maturity Date from the proceeds
of a private or public placement of equity securities or subordinated debt, or the sale of substantially all of the assets, including, without limitation, the Stock, of the Parent or any of its
Subsidiaries, the Applicable Prepayment Premium would be 50% of the Applicable Prepayment Premium that would otherwise be due. There shall be no Applicable Prepayment Premium for early repayments made
during any renewal term, if applicable.

"Assignee" has the meaning set forth inSection 14.1.

"Assignment and Acceptance" means an Assignment and Acceptance in the form of Exhibit A-1.

"Authorized Person" means any officer or other employee of Borrower or Parent.

"Availability" means, as of any date of determination, if such date is a Business Day, and determined at the close of business on the
immediately preceding Business Day, if such date of determination is not a Business Day, the amount that Borrower is entitled to borrow as Advances under Section 2.1(after giving effect to all
then outstanding Obligations (other than Bank Products Obligations) and all sublimits and reserves
applicable hereunder, including but not limited to the Guaranty Reserve, the Bank Products Reserve, the Service Accounts Reserve and the Availability Block).

"Availability Block" means a reserve against Availability equal to $2,500,000, which shall remain in place until Agent determines, in
its sole discretion, to reduce or release it.

"Bank Product Agreements" means those certain cash management service agreements entered into from time to time by Borrower or its
Affiliates in connection with any of the Bank Products.

"Bank Product Obligations" means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by
Borrower or its Affiliates to Wells Fargo or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Borrower is obligated to reimburse to Agent or any
member of the Lender Group as a result of Agent or such member of the Lender Group purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products
provided to Borrower or its Affiliates pursuant to the Bank Product Agreements.

"Bank Products" means any service or facility extended to Borrower or its Affiliates by Wells Fargo or any Affiliate of Wells Fargo
including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including
controlled disbursement, accounts or services, or (g) Hedge Agreements.

"Bank Product Reserves" means, as of any date of determination, the amount of reserves that Agent has established (based upon Wells
Fargo's or its Affiliate's reasonable determination of the

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credit exposure in respect of then extant Bank Products) for Bank Products then provided or outstanding.

"Bankruptcy Code" means the United States Bankruptcy Code, as in effect from time to time.

"Base LIBOR Rate" means the rate per annum, determined by Agent in accordance with its customary procedures, and utilizing such
electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/16%), on the basis of the rates at which Dollar deposits are offered to
major banks in the London interbank market on or about 11:00 a.m. (California time) 2 Business Days prior to the commencement of the applicable Interest Period, for a term and in amounts
comparable to the Interest Period and amount of the LIBOR Rate Loan requested by Borrower in accordance with this Agreement, which determination shall be conclusive in the absence of manifest error.

"Base Rate" means, the rate of interest announced within Wells Fargo at its principal office in San Francisco, California as its "prime
rate", with the understanding that the "prime rate" is one of Wells Fargo's base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are
calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publication or publications as Wells Fargo may designate.

"Base Rate Loan" means each portion of an Advance that bears interest at a rate determined by reference to the Base Rate.

"Base Rate Margin" means one-half of one percentage point (0.5%) from the Closing Date until the date on which financial
statements are required to be delivered for the fiscal period ending June 30, 2002. On each date on which financial statements are timely delivered under Section 6.3(a), beginning with the
delivery of financial statements for the fiscal quarter ending June 30, 2002, the Base Rate Margin
shall be reset to be a number of percentage points depending on Borrower's EBITDA for the prior 12 months, measured quarterly, as set forth below:

Trailing 12 Month EBITDA

Margin over
Base RateGreater than or equal to $6,000,000

0.25
%Greater than or equal to $4,000,000 but less than $6,000,000

0.50
%Greater than or equal to $2,000,000 but less than $4,000,000

1.00
%Less than $2,000,000

1.50
%


If
financial statements are not timely delivered underSection 6.3(a)the Base Rate Margin shall be set on the date such
financial statements are due at 1.50% and shall remain at that rate until the delivery of financial statements that permit the setting of the Base Rate Margin in accordance with the table above.

"Benefit Plan" means a "defined benefit plan" (as defined in Section 3(35) of ERISA) for which Borrower or any Subsidiary or
ERISA Affiliate of Borrower has been an "employer" (as defined in Section 3(5) of ERISA) within the past six years.

"Board of Directors" means the board of directors (or comparable managers) of Borrower or any committee thereof duly authorized to act
on behalf of the board.

"Books" means Borrower's and the Guarantors' now owned or hereafter acquired books and records (including all of its Records
indicating, summarizing, or evidencing its assets (including the Collateral) or liabilities, all of Borrower's or the Guarantors' Records relating to its or their business operations or financial
condition, and all of its goods or General Intangibles related to such information).

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"Borrower" has the meaning set forth in the preamble to this Agreement.

"Borrowing" means a borrowing hereunder consisting of Advances made on the same day by the Lenders (or Agent on behalf thereof), or by
Swing Lender in the case of a Swing Loan, or by Agent in the case of an Agent Advance.

"Borrowing Base" has the meaning set forth inSection 2.1.

"Business Day" means any day that is not a Saturday, Sunday, or other day on which national banks are authorized or required to close,
except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term "Business Day" also shall exclude any day on which banks are closed for dealings in Dollar deposits in the
London interbank market.

"Capital Lease" means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

"Capitalized Lease Obligation" means any Indebtedness represented by obligations under a Capital Lease.

"Cash Equivalents" means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or issued
by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct
obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition
thereof and, at the time of acquisition, having the highest rating obtainable from either S&P or Moody's, (c) commercial paper maturing no more than 1 year from the date of acquisition
thereof and, at the time of acquisition, having a rating of A-1 or P-1, or better, from S&P or Moody's, and (d) certificates of deposit or bankers' acceptances maturing
within 360 days from the date of acquisition thereof either (i) issued by any bank organized under the laws of the United States or any state thereof which bank has a rating of A or A2,
or better, from S&P or Moody's, or (ii) certificates of deposit less than or equal to $100,000 in the aggregate issued by any other bank insured by the Federal Deposit Insurance Corporation.

"Cash Management Bank" has the meaning set forth inSection 2.7(a).

"Cash Management Account" has the meaning set forth inSection 2.7(a).

"Cash Management Agreements" means those certain cash management service agreements, in form and substance satisfactory to Agent, each
of which is among Borrower, Agent, and one of the Cash Management Banks.

"Change of Control" means (a) any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the Exchange Act),
becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 10%, or more, of the Stock of Borrower having the right to vote for the
election of members of the Board of Directors, or (b) a majority of the members of the Board of Directors do not constitute Continuing Directors.

"Closing Date" means the date of the making of the initial Advance (or other extension of credit) hereunder or the date on which Agent
sends Borrower a written notice that each of the conditions precedent set forth inSection 3.1either have been satisfied or have been waived.

"Closing Date Business Plan" means the set of Projections of Borrower for the 1 year period following the Closing Date, on a
month by month basis, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

"Code" means the California Uniform Commercial Code, as in effect from time to time.

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"Collateral" means all of Borrower's personal property and other assets other than real estate, whether now owned or hereafter acquired
or arising and wherever located, including, without limitation, the following types or items of property:



"Collateral Access Agreement" means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman,
processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in the Equipment or Inventory, in each case, in form and substance satisfactory to Agent.

"Collections" meansallcash, checks, notes, instruments, and other items of payment
(including insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds) of Borrower.

"Commitment" means, with respect to each Lender, its Revolver Commitment or its Total Commitment, as the context requires, and, with
respect to all Lenders, their Revolver Commitments or their Total Commitments, as the context requires, in each case as such Dollar amounts are set forth beside such Lender's name under the applicable
heading onSchedule C-1or on the signature page of the
Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions ofSection 14.1.

"Compliance Certificate" means a certificate substantially in the form of Exhibit C-1delivered by the chief financial officer of Borrower to Agent.

"Continuing Director" means (a) any member of the Board of Directors who was a director (or comparable manager) of Borrower on
the Closing Date, and (b) any individual who becomes a member of the Board of Directors after the Closing Date if such individual was appointed or nominated for election to the Board of
Directors by a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the Board of Directors in office at the Closing Date in an
actual or threatened election contest relating to the election of the directors (or comparable managers) of Borrower (as such terms are used in Rule 14a-11 under the Exchange Act)
and whose initial assumption of office resulted from such contest or the settlement thereof.

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"Control Agreement" means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by
Borrower, Agent, and the applicable securities intermediary with respect to a Securities Account or bank with respect to a deposit account.

"Daily Balance" means, with respect to each day during the term of this Agreement, the amount of an Obligation owed at the end of such
day.

"DDA" means any checking or other demand deposit account maintained by Borrower.

"Default" means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of
Default.

"Defaulting Lender" means any Lender that fails to make any Advance (or other extension of credit) that it is required to make
hereunder on the date that it is required to do so hereunder.

"Defaulting Lender Rate" means (a) the Base Rate for the first 3 days from and after the date the relevant payment is
due, and (b) thereafter, at the interest rate then applicable to Advances that are Base Rate Loans (inclusive of the Base Rate Margin applicable thereto).

"Designated Account" means that certain account at the Designated Account Bank designated as such on Schedule B-1.

"Designated Account Bank" means Wells Fargo Bank, N.A., whose office is located at 111 West Ocean Boulevard, Suite 300, Long Beach,
California 90802, and whose ABA number is 121000248.

"Dilution" means, as of any date of determination, a percentage, based upon the experience of the immediately prior 90 days,
that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other items with respect to the Accounts during such period that
Agent reasonably believes have a dilutive effect, by (b) Borrower's Collections with respect to Accounts during such period (excluding extraordinary items) plusthe Dollar amount of clause 
(a).

"Dilution Reserve" means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by
one percentage point for each percentage point or fraction thereof by which Dilution is in excess of 5%.

"Disbursement Letter" means an instructional letter executed and delivered by Borrower to Agent regarding the extensions of credit to
be made on the Closing Date, the form and substance of which is satisfactory to Agent.

"Dollars" or "$" means United States dollars.

"Due Diligence Letter" means the due diligence letter sent by Agent's counsel to Borrower, together with Borrower's completed responses
to the inquiries set forth therein, the form and substance of such responses to be satisfactory to Agent.

"EBITDA" means, with respect to any fiscal period, the consolidated net earnings (or loss) of Parent and its Subsidiaries, minusextraordinary gains,plusinterest expense, income taxes, and depreciation and amortization for
such period, as determined in accordance with GAAP.

"Eligible Accounts" means those Accounts created by Borrower in the ordinary course of its business, that arise out of Borrower's sale
of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made by Borrower in the Loan Documents, and that are not excluded as
ineligible by virtue of one or more of the criteria set forth below;provided, however, that such criteria may be fixed and revised from time to time by
Agent in Agent's
Permitted Discretion to address the results of any audit performed by Agent from time to time after the Closing Date. In determining the amount to be included, Eligible Accounts shall be calculated

6

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net of customer deposits and unapplied cash remitted to Borrower. Eligible Accounts shall not include the following:



7

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"Eligible Transferee" means (a) a commercial bank organized under the laws of the United States, or any state thereof, and
having total assets in excess of $250,000,000, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development
or a political subdivision of any such country and which has total assets in excess of $250,000,000, provided that such bank is acting through a branch or agency located in the United States,
(c) a finance company, insurance company, or other financial institution or fund that is engaged in making, purchasing, or otherwise investing in commercial loans in the ordinary course of its
business and having (together with its Affiliates) total assets in excess of $250,000,000, (d) any Affiliate (other than individuals) of a Lender that was party hereto as of the Closing Date,
(e) so long as no Event of Default has occurred and is continuing, any other Person approved by Agent and Borrower, and (f) during the continuation of an Event of Default, any other
Person approved by Agent.

"Environmental Actions" means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or
administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials
from (a) any assets, properties, or businesses of Borrower or any predecessor in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which
received Hazardous Materials generated by Borrower or any predecessor in interest.

"Environmental Law" means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code,
binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative
interpretation thereof, including any judicial or administrative order, consent decree or judgment, to the extent binding on Borrower, relating to the environment, employee health and safety, or
Hazardous Materials, including CERCLA; RCRA; the Federal Water Pollution Control Act, 33 USC § 1251et seq; the Toxic Substances Control
Act, 15 USC, § 2601et seq; the Clean Air Act, 42 USC § 7401et seq.; the Safe
Drinking Water Act, 42 USC. § 3803et seq.; the Oil Pollution Act of 1990, 33 USC. § 2701et
seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 USC. § 11001et
seq.; the Hazardous Material Transportation Act, 49 USC § 1801et seq.; and the

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Occupational Safety and Health Act, 29 USC. §651et seq. (to the extent it regulates occupational exposure to Hazardous Materials); any
state and local or foreign counterparts or equivalents, in each case as amended from time to time.

"Environmental Liabilities and Costs" means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages,
consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility
studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

"Environmental Lien" means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

"Equipment" means all of Borrower's, and/or any other Obligor's, as the case may be, now owned or hereafter acquired right, title, and
interest with respect to equipment, machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles (including motor vehicles), tools, parts, goods (other than consumer goods, farm
products, or Inventory), wherever located, including all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing and any software
embedded in any of the foregoing.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.

"ERISA Affiliate" means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the
employees of Borrower under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower under
IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service
group of which Borrower is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA
that is a party to an arrangement with Borrower and whose employees are aggregated with the employees of Borrower under IRC Section 414(o).

"Event of Default" has the meaning set forth inSection 8.

"Excess Availability" means the amount, as of the date any determination thereof is to be made, equal to Availability minusthe aggregate amount, if any, of all
trade payables of Borrower aged in excess of
historical levels with respect thereto and all book overdrafts in excess of historical practices with respect thereto, in each case as determined by Agent in its Permitted Discretion.

"Exchange Act" means the Securities Exchange Act of 1934, as in effect from time to time.

"Extended Payment Terms" means terms of sale permitting payment in excess of 60 days up to 105 days from invoice date.

"Fee Letter" means that certain fee letter, dated as of even date herewith, between Borrower and Agent, in form and substance
satisfactory to Agent.

"FEIN" means Federal Employer Identification Number.

"Foothill" means Foothill Capital Corporation, a California corporation.

"Funding Date" means the date on which a Borrowing occurs.

"Funding Losses" has the meaning set forth inSection 2.13(b)(ii).

9

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"GAAP" means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

"General Intangibles" means all of Borrower's now owned or hereafter acquired right, title, and interest with respect to general
intangibles (including payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill, patents, trade names,
trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any
royalty or licensing agreements, infringement claims, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, money, deposit accounts, insurance
premium rebates, tax refunds, and tax refund claims), and any and all supporting obligations in respect
thereof, and any other personal property other than goods, Accounts, Investment Property, and Negotiable Collateral.

"Governing Documents" means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other
organizational documents of such Person.

"Governmental Authority" means any federal, state, local, or other governmental or administrative body, instrumentality, department, or
agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

"Guarantor" means each of En Pointe Technologies, Inc., En Pointe Technologies Ventures, Inc., and En Pointe Technologies
Canada, Inc. and "Guarantors" means two or more of those Persons.

"Guaranties" means those certain secured continuing guaranties executed and delivered by each Guarantor in favor of Agent, for the
benefit of the Lender Group, in form and substance satisfactory to Agent, and "Guaranty" means any one of them.

"Guaranty Indemnity" has the meaning set forth inSection 2.2.

"Guaranty Reserve" means a reserve against Availability equal at any time to the lesser of the IBMCC Obligations or $22,000,000.

"Hazardous Materials" means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable
laws or regulations as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," or any other formulation intended to define, list, or classify substances by reason of
deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or "EP toxicity", (b) oil, petroleum, or petroleum derived substances, natural gas,
natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources,
(c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels
of polychlorinated biphenyls in excess of 50 parts per million.

"Hedge Agreement" means any and all transactions, agreements, or documents now existing or hereafter entered into between Borrower or
its Affiliates and Wells Fargo or its Affiliates, which provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross
currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging Borrower's or its Subsidiaries' exposure to
fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.

"IBMCC" means IBM Credit Corporation.

"IBMCC Agreement" means that certain Agreement for Inventory Financing between IBMCC and Borrower, of even date herewith, as amended,
modified and supplemented from time to time.

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"IBMCC Obligations" has the meaning set forth in the Intercreditor Agreement.

"Indebtedness" means, as to any Person, (a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, interest rate swaps, or
other financial products, (c) all obligations of such Person under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person,
irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person for the deferred purchase price of assets (other than trade debt incurred in the ordinary
course of business and repayable in accordance with customary trade practices), and (f) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly
guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person.

"Indemnified Liabilities" has the meaning set forth inSection 11.3.

"Indemnified Person" has the meaning set forth inSection 11.3.

"Insolvency Proceeding" means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any
other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking
reorganization, arrangement, or other similar relief.

"Intangible Assets" means, with respect to any Person, that portion of the book value of all of such Person's assets that would be
treated as intangibles under GAAP.

"Intercreditor Agreement" means that certain Intercreditor and Subordination Agreement of even date herewith between Agent and IBMCC.

"Interest Period" means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan
and ending 1, 2, 3 or 6 months thereafter;provided, however, that (a) if any Interest Period would end on a day that is not a Business
Day, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the applicable rate based upon the LIBOR Rate
from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (c) any Interest Period that would end on a day that is not a Business
Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day,
(d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end
of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, 3 or 6 months after the date on which the Interest Period began, as
applicable, and (e) Borrower may not elect an Interest Period which will end after the Maturity Date.

"Inventory" means, with respect to Borrower, and/or any other Obligor, as the case may be, all of such Person's now owned or hereafter
acquired right, title, and interest with respect to inventory, including goods held for sale or lease or to be furnished under a contract of service, goods that are leased by such Person as lessor,
goods that are furnished by such Person under a contract of service, and raw materials, work in process, or materials used or consumed in such Person's business.

"Investment" means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of
loans, guarantees, advances, or capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business,
and (b)bona fideAccounts arising in the ordinary course of business consistent with past practices), purchases or other acquisitions for
consideration of Indebtedness or

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Stock, and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

"Investment Property" means all of Borrower's now owned or hereafter acquired right, title, and interest with respect to "investment
property" as that term is defined in the Code, and any and all supporting obligations in respect thereof.

"IRC" means the Internal Revenue Code of 1986, as in effect from time to time.

"Issuing Lender" means Foothill or any other Lender that, at the request of Borrower and with the consent of Agent agrees, in such
Lender's sole discretion, to become an Issuing Lender for the purpose of issuing L/Cs or L/C Undertakings pursuant toSection 2.12.

"L/C" has the meaning set forth inSection 2.12(a).

"L/C Disbursement" means a payment made by the Issuing Lender pursuant to a Letter of Credit.

"L/C Undertaking" has the meaning set forth inSection 2.12(a).

"Lender" and "Lenders" have the respective meanings set forth in the preamble to this
Agreement, and shall include any other Person made a party to this Agreement in accordance with the provisions ofSection 14.1.

"Lender Group" means, individually and collectively, each of the Lenders (including the Issuing Lender) and Agent.

"Lender Group Expenses" means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by
Borrower under any of the Loan Documents that are paid or incurred by the Lender Group, (b) fees or charges paid or incurred by Agent in connection with the Lender Group's transactions with
Borrower, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including
searches with the patent and trademark office, the copyright office, or the department of motor vehicles), filing, recording, publication, appraisal (including periodic Collateral appraisals or
business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement), real estate surveys, real estate title policies and endorsements, and
environmental audits, (c) costs and expenses incurred by Agent in the disbursement of funds to Borrower (by wire transfer or otherwise), (d) charges paid or incurred by Agent resulting
from the dishonor of checks, (e) reasonable costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or in gaining
possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is
consummated, (f) audit fees and expenses of Agent related to audit examinations of the Books to the extent of the fees and charges (and up to the amount of any limitation) contained in this
Agreement, (g) reasonable costs and expenses of third party claims or any other suit paid or incurred by the Lender Group in enforcing or defending the Loan Documents or in connection with the
transactions contemplated by the Loan Documents or the Lender Group's relationship with Borrower or any guarantor of the Obligations, (h) Agent's and each Lender's reasonable fees and expenses
(including attorneys fees) incurred in advising, structuring, drafting,
reviewing, administering, or amending the Loan Documents, and (i) Agent's and each Lender's reasonable fees and expenses (including attorneys fees) incurred in terminating, enforcing (including
attorneys fees and expenses incurred in connection with a "workout," a "restructuring," or an Insolvency Proceeding concerning Borrower or in exercising rights or remedies under the Loan Documents),
or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral.

"Lender-Related Person" means, with respect to any Lender, such Lender, together with such Lender's Affiliates, and the officers,
directors, employees, and agents of such Lender.

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"Letter of Credit" means an L/C or an L/C Undertaking, as the context requires.

"Letter of Credit Usage" means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus100% of the amount of outstanding
time drafts accepted by an Underlying Issuer as a result of drawings under Underlying Letters of Credit.

"LIBOR Deadline" has the meaning set forth inSection 2.13(b)(i).

"LIBOR Notice" means a written notice in the form ofExhibit L-1.

"LIBOR Option" has the meaning set forth inSection 2.13(a).

"LIBOR Rate" means, for each Interest Period for each LIBOR Rate Loan, the rate per annum determined by Agent (rounded upwards, if
necessary, to the next 1/16%) bydividing(a) the Base LIBOR Rate for such Interest Period, by(b) 100%minusthe Reserve Percentage. The LIBOR Rate shall be adjusted on and as of the
effective day of any change in the Reserve Percentage.

"LIBOR Rate Loan" means each portion of an Advance that bears interest at a rate determined by reference to the LIBOR Rate.

"LIBOR Rate Margin" means two and three-fourths percentage points (2.75%) from the Closing Date until the date on which financial
statements are required to be delivered for the fiscal period ending June 30, 2002. On each date on which financial statements are timely delivered under Section 6.3(a), beginning with the
delivery of financial statements for the fiscal quarter ending June 30, 2002, the LIBOR Rate Margin
shall be reset to be a number of percentage points depending on Borrower's EBITDA for the prior 12 months, measured quarterly, as set forth below:

Trailing 12 Month EBITDA

Margin over
Base LIBOR
RateGreater than or equal to $6,000,000

2.50
%Greater than or equal to $4,000,000 but less than $6,000,000

2.75
%Greater than or equal to $2,000,000 but less than $4,000,000

3.25
%Less than $2,000,000

3.75
%


If
financial statements are not timely delivered underSection 6.3(a)the LIBOR Rate Margin shall be set on the date such
financial statements are due at 3.75% and shall remain at that rate until the delivery of financial statements that permit the setting of the LIBOR Rate Margin in accordance with the table above.

"License Agreement" means a license agreement or consent from Supply Access, Inc., in form and substance satisfactory to Lender,
permitting Lender use of the intellectual property described therein.

"Lien" means any interest in an asset securing an obligation owed to, or a claim by, any Person other than the owner of the asset,
whether such interest shall be based on the common law, statute, or contract, whether such interest shall be recorded or perfected, and whether such interest shall be contingent upon the occurrence of
some future event or events or the existence of some future circumstance or circumstances, including the lien or security interest arising from a mortgage, deed of trust, encumbrance, pledge,
hypothecation, assignment, deposit arrangement, security agreement, conditional sale or trust receipt, or from a lease, consignment, or bailment for security purposes.

"Loan Account" has the meaning set forth inSection 2.10.

"Loan Documents" means this Agreement, the Bank Product Agreements, the Cash Management Agreements, the Control Agreements, the
Disbursement Letter, the Due Diligence Letter, the Fee Letter, the Guaranties, the Letters of Credit, the Officers' Certificate, the Stock Pledge Agreement, the Trademark Security Agreement, any note
or notes executed by Borrower in connection with this

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Agreement and payable to a member of the Lender Group, the Intercreditor Agreement, and any other agreement entered into, now or in the future, by Borrower and the Lender Group in connection with this
Agreement.

"Material Adverse Change" means (a) a material adverse change in the business, prospects, operations, results of operations,
assets, liabilities or condition (financial or otherwise) of Borrower, (b) a material impairment of Borrower's ability to perform its obligations under the Loan Documents to which it is a party
or of the Lender Group's ability to enforce the Obligations or realize upon the Collateral, or (c) a material impairment of the enforceability or priority of the Agent's Liens with respect to
the Collateral as a result of an action or failure to act on the part of Borrower.

"Maturity Date" has the meaning set forth inSection 3.4.

"Maximum Revolver Amount" means $30,000,000.

"Negotiable Collateral" means all of Borrower's now owned and hereafter acquired right, title, and interest with respect to letters of
credit, letter of credit rights, instruments, promissory notes, drafts, documents, and chattel paper (including electronic chattel paper and tangible chattel paper), and any and all supporting
obligations in respect thereof.

"Non-Offset Agreement" means an agreement between Borrower and IBM Corporation providing that IBM Corporation will not
reduce its payments as an Account Debtor of Borrower on account of amounts owed by the Borrower to IBMCC under the IBMCC Agreement or otherwise.

"Obligations" means (a) all loans, Advances, debts, principal, interest (including any interest that, but for the provisions of
the Bankruptcy Code, would have accrued), contingent reimbursement obligations with respect to outstanding Letters of Credit, an amount equal to the IBMCC Obligations as defined under the terms of the
Intercreditor Agreement (whether contingent or liquidated), premiums, liabilities (including all amounts charged to Borrower's Loan Account pursuant hereto), obligations, fees (including the fees
provided for in the Fee Letter), charges, costs, Lender Group Expenses (including any fees or expenses that, but for the provisions of the Bankruptcy Code, would have accrued), lease payments,
guaranties, covenants, and duties of any kind and description owing by
Borrower to the Lender Group pursuant to or evidenced by the Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become
due, now existing or hereafter arising, and including all interest not paid when due and all Lender Group Expenses that Borrower is required to pay or reimburse by the Loan Documents, by law, or
otherwise, and (b) all Bank Product Obligations. Any reference in this Agreement or in the Loan Documents to the Obligations shall include all amendments, changes, extensions, modifications,
renewals replacements, substitutions, and supplements, thereto and thereof, as applicable, both prior and subsequent to any Insolvency Proceeding.

"Obligors" means Borrower and any Guarantors.

"Officers' Certificate" means the representations and warranties of officers form submitted by Agent to Borrower, together with
Borrower's completed responses to the inquiries set forth therein, the form and substance of such responses to be satisfactory to Agent.

"Originating Lender" has the meaning set forth inSection 14.1(e).

"Overadvance" has the meaning set forth inSection 2.5.

"Parent" means En Pointe Technologies, Inc.

"Participant" has the meaning set forth inSection 14.1(e).

"Pay-Out Amount" shall have the meaning given in the Intercreditor Agreement.

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"Permitted Discretion" means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured
asset-based lender) business judgment.

"Permitted Dispositions" means, with respect to Borrower, and/or any other Obligor, as the case may be, (a) sales or other
dispositions by such Person or its Affiliates of Equipment that is substantially worn, damaged, obsolete or underutilized in the ordinary course of such Person's business, (b) sales by such
Person or its Affiliates of Inventory to buyers in the ordinary course of business, (c) the use or transfer of money or Cash Equivalents by such Person or its Affiliates in a manner that is not
prohibited by the terms of this Agreement or the other Loan Documents, and (d) the licensing by such Person or its Affiliates, on a non-exclusive basis, of patents, trademarks,
copyrights, and other intellectual property rights in the ordinary course of such Person's business.

"Permitted Investments" means (a) investments in Cash Equivalents, (b) investments in negotiable instruments for
collection, (c) advances made in connection with purchases of goods or services in the ordinary course of business, (d) certificates of deposit provided as performance bonds or as
security for the payment of sales taxes, and (e) investments by Parent or its Subsidiaries in an amount not exceeding $2,000,000 in cash and $3,000,000 in Parent's stock (and in no event
exceeding $5,000,000 in the aggregate) per fiscal year,provided, howeverthat before and after giving effect to such investment, Excess Availability
exceeds $5,000,000.

"Permitted Liens" means (a) Liens held by Agent for the benefit of Agent and the Lenders, (b) Liens for unpaid taxes that
either (i) are not yet delinquent, or (ii) do not constitute an Event of Default hereunder and are the subject of Permitted Protests, (c) Liens set forth on Schedule P-1,
(d) the interests of lessors under operating leases, (e) purchase money Liens or the interests of lessors
under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds
thereof, (f) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and not
in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests, (g) Liens arising from
deposits made in connection with obtaining worker's compensation or other unemployment insurance, (h) Liens or deposits to secure performance of bids, tenders, or leases incurred in the
ordinary course of business and not in connection with the borrowing of money, (i) Liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary
course of business, (j) Liens resulting from any judgment or award that is not an Event of Default hereunder, (k) Liens with respect to any real property, (l) any Liens permitted
under the Intercreditor Agreement, and (m) Liens on any property or assets not comprising the Collateral.

"Permitted Protest" means the right of Borrower or its Affiliates to protest any Lien (other than any such Lien that secures the
Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with respect to such obligation
is established on the Books in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by Borrower or its Affiliate, as applicable, in good
faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of the Agent's Liens.

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"Permitted Purchase Money Indebtedness" means, as of any date of determination, Purchase Money Indebtedness incurred after the Closing
Date in an aggregate principal amount outstanding at any one time, for all Obligors, not in excess of $3,000,000.

"Person" means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited
liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political
subdivisions thereof.

"Projections" means Borrower's forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow
statements, all prepared on a basis consistent with Borrower's historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

"Pro Rata Share" means:



"Purchase Money Indebtedness" means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at
the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

"Rebate Receivables" means any amounts owed to Borrower by a direct distribution vendor or manufacturer of products sold by Borrower as
an incentive to sell products offered by said distributor and/or manufacturer, and/or a reimbursement of funds charged by Borrower's distribution vendors at the time of initial purchase.

"Record" means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is
retrievable in perceivable form.

"Remedial Action" means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in
any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or
threaten to endanger public health or welfare or the indoor or outdoor environment, (c) perform any pre-remedial studies, investigations, or post-remedial operation and
maintenance activities, or (d) conduct any other actions authorized by 42 USC § 9601.

"Report" has the meaning set forth inSection 16.17.

"Required Availability" means Excess Availability and unrestricted cash and Cash Equivalents in an amount of not less than $4,000,000.

"Required Lenders" means, at any time, (a) Agent, and (b) at least two Lenders (i) whose Pro Rata Shares aggregate
662/3% of the Total Commitments, or if the Commitments have been terminated irrevocably, 662/3% of the Obligations (other than Bank Product Obligations) then outstanding
and (ii) who each have at least $5,000,000 in Total Commitments.

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"Reserve Percentage" means, on any day, for any Lender, the maximum percentage prescribed by the Board of Governors of the Federal
Reserve System (or any successor Governmental Authority) for determining the reserve requirements (including any basic, supplemental, marginal, or emergency reserves) that are in effect on such date
with respect to eurocurrency funding (currently referred to as "eurocurrency liabilities") of that Lender, but so long as such Lender is not required or directed under applicable regulations to
maintain such reserves, the Reserve Percentage shall be zero.

"Revolver Commitment" means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver
Commitments, in each case as such Dollar amounts are set forth beside such Lender's name under the applicable heading onSchedule C-1or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 14.1.

"Revolver Usage" means, as of any date of determination, the sum of (a) the then extant amount of outstanding Advances, plus(b) the then extant amount of the
Letter of Credit Usage.

"Risk Participation Liability" means, as to each Letter of Credit, all reimbursement obligations of Borrower to the Issuing Lender with
respect to an L/C Undertaking, consisting of (a) the amount available to be drawn or which may become available to be drawn, (b) all amounts that have been paid by the Issuing Lender to
the Underlying Issuer to the extent not reimbursed by Borrower, whether by the making of an Advance or otherwise, and (c) all accrued and unpaid interest, fees, and expenses payable with
respect thereto.

"SEC" means the United States Securities and Exchange Commission and any successor thereto.

"Securities Account" means a "securities account" as that term is defined in the Code.

"Service Accounts Reserve" means a reserve against Availability equal at any time to the amount of Accounts outstanding generated by
services rendered, provided that Agent may not institute such reserve until 90 days after the Closing Date and may institute such reserve if Borrower fails to implement and maintain
commercially reasonable procedures to evidence such Accounts that Agent, in its reasonable discretion, deems satisfactory.

"Settlement" has the meaning set forth inSection 2.3(f)(i).

"Settlement Date" has the meaning set forth inSection 2.3(f)(i).

"Solvent" means, with respect to any Person on a particular date, that such Person is not insolvent (as such term is defined in the
Uniform Fraudulent Transfer Act).

"Stock" means all shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a
Person, whether voting or nonvoting, including common stock, preferred
stock, or any other "equity security" (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

"Stock Pledge Agreement" means a stock pledge agreement, in form and substance satisfactory to Agent, executed and delivered by Parent
as a Guarantor and pursuant to its Guaranty, to Agent with respect to the pledge of the Stock of Borrower owned by such Guarantor.

"Subsidiary" of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or
indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership,
limited liability company, or other entity.

"Swing Lender" means Foothill or any other Lender that, at the request of Borrower and with the consent of Agent agrees, in such
Lender's sole discretion, to become the Swing Lender hereunder.

"Swing Loan" has the meaning set forth inSection 2.3(d)(i).

"Tangible Net Worth" means, as of any date of determination, the result of (a) Borrower's total stockholder's equity, minus(b) the sum of (i) all
Intangible Assets of Borrower, (ii) all of Borrower's prepaid expenses, and (iii) all amounts
due to Borrower from Affiliates.

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"Taxes" has the meaning set forth inSection 16.11.

"Total Commitment" means, with respect to each Lender, its Total Commitment, and, with respect to all Lenders, their Total Commitments,
in each case as such Dollar amounts are set forth beside such Lender's name under the applicable heading onSchedule C-1attached
hereto or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 14.1.

"Trademark Security Agreement" means a trademark security agreement executed and delivered by Borrower and Agent, the form and
substance of which is satisfactory to Agent.

"Underlying Issuer" means a third Person which is the beneficiary of an L/C Undertaking and which has issued a letter of credit or
executed the Intercreditor Agreement at the request of the Issuing Lender for the benefit of Borrower.

"Underlying Letter of Credit" means a letter of credit that has been issued by an Underlying Issuer.

"Voidable Transfer" has the meaning set forth inSection 17.7.

"Wells Fargo" means Wells Fargo Bank, National Association, a national banking association.

1.2Accounting Terms. All accounting terms not specifically defined herein shall be construed in
accordance with GAAP. When used herein, the term "financial statements" shall include the notes and schedules thereto. Whenever the term "Borrower" is used in respect of a financial covenant or a
related definition, it shall be understood to mean Borrower and its Affiliates on a consolidated basis unless the context clearly requires otherwise.

1.3Code. Any terms used in this Agreement that are defined in the Code shall be construed and
defined as set forth in the Code unless otherwise defined herein.

1.4Construction. Unless the context of this Agreement or any other Loan Document clearly
requires otherwise, references to the plural include the singular, references to the singular include the plural, the term "including" is not limiting, and the term "or" has, except where otherwise
indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement or any other Loan Document refer to this
Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection,
clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in the other Loan Documents to any agreement, instrument, or
document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to
any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to any
Person shall be construed to include such Person's successors and assigns. Any requirement of a writing contained herein or in the other Loan Documents shall be satisfied by the transmission of a
Record and any Record transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

1.5Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall
be deemed incorporated herein by reference.

2.  LOAN AND TERMS OF PAYMENT.

2.1Revolver Advances.



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2.2Guaranty Indemnity. Agent shall enter into the Intercreditor Agreement on behalf of the
Lenders as an accommodation to Borrower. The Pay-Out Amount shall be referenced to herein as the "Guaranty Indemnity" and shall be
indemnified and reimbursed by the Lenders as a Letter of Credit underSection 2.12. Any payments made by Agent pursuant to the terms of the
Intercreditor Agreement shall be deemed to be authorized Advances by the Lenders, irrespective of whether a Default or Event of Default has occurred or would result therefrom and irrespective of any
other provision in this Agreement to the contrary. The provisions of Section 2.3 shall apply to all such Advances.

2.3Borrowing Procedures and Settlements.



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2.4Payments.



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2.5Overadvances. If, at any time or for any reason, the amount of Obligations (other than Bank
Product Obligations) owed by Borrower to the Lender Group pursuant toSections 2.1 and 2.12is greater than either the Dollar or percentage limitations
set forth inSections 2.1 or 2.12, (an "Overadvance"), Borrower immediately shall pay to Agent, in cash,
the amount of such excess, which amount shall be used by Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b). In addition, Borrower hereby promises to pay
the Obligations (including principal, interest, fees, costs, and expenses) in
Dollars in full to the Lender Group as and when due and payable under the terms of this Agreement and the other Loan Documents.

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2.6Interest Rates, Letter of Credit and Guaranty Fees: Rates, Payments, and Calculations.



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2.7Cash Management.



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2.8Crediting Payments; Float Charge. The receipt of any payment item by Agent (whether from
transfers to Agent by the Cash Management Banks pursuant to the Cash Management Agreements or otherwise) shall not be considered a payment on account unless such payment item is a wire transfer of
immediately available federal funds made to the Agent's Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when
presented for payment, then Borrower shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment
item shall be deemed received by Agent only if it is received into the Agent's Account on a Business Day on or before 11:00 a.m. (California time). If any payment item is received into the
Agent's Account on a non-Business Day or after 11:00 a.m. (California time) on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the
immediately following Business Day. From and after the Closing Date, Agent shall be entitled to charge Borrower for 1 Business Day of "clearance' or "float' at the rate applicable to Base Rate Loans
underSection 2.6on all Collections that are received by Borrower (regardless of whether forwarded by the Cash Management Banks to Agent). This
across-the-board 1 Business Day clearance or float charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of the financing of
Borrower and shall apply irrespective of whether or not there are any outstanding monetary Obligations; the effect of such clearance or float charge being the equivalent of charging 1 Business Day of
interest on such Collections. The parties acknowledge and agree that the economic benefit of the foregoing provisions of this Section 2.8 shall be for the exclusive benefit of Agent.

2.9Designated Account. Agent is authorized to make the Advances, and Issuing Lender is
authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person, or without instructions if
pursuant toSection 2.6(d). Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of
receiving the proceeds of the Advances requested by Borrower and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrower, any Advance, Agent Advance, or Swing Loan
requested by Borrower and made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.10Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on
its books in the name of Borrower (the "Loan Account") on which Borrower will be charged with all Advances (including Agent Advances and Swing Loans)
made by Agent, Swing Lender, or the Lenders to Borrower or for Borrower's account, the Letters of Credit issued by Issuing Lender for Borrower's account, and with all other payment Obligations
hereunder or under the other Loan Documents (except for Bank Product Obligations), including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.8, the
Loan Account will be credited with all payments received by Agent from Borrower or for Borrower's account, including all amounts
received in the Agent's Account from any Cash Management Bank. Agent shall render statements regarding the Loan Account to Borrower, including principal, interest, fees, and including an itemization
of all charges and expenses constituting Lender Group Expenses owing, and such statements shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrower
and the Lender Group unless, within 30 days after receipt thereof by Borrower, Borrower shall deliver to Agent written objection thereto describing the error or errors contained in any such
statements.

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2.11Fees. Borrower shall pay to Agent the following fees and charges, which fees and charges
shall be non-refundable when paid (irrespective of whether this Agreement is terminated thereafter) and shall be apportioned among the Lenders in accordance with the terms of letter
agreements between Agent and individual Lenders:



2.12Letters of Credit.



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2.13LIBOR Option.



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2.14Capital Requirements. If, after the date hereof, any Lender determines that (i) the
adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any
Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request, or directive of any such entity
regarding capital adequacy (whether or not having the force of law), the effect of reducing the return on such Lender's or such holding company's capital as a consequence of such Lender's Commitments
hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender's or such holding
company's then existing policies with respect to capital adequacy and assuming the full utilization of such entity's capital) by any amount deemed by such Lender to be material, then such Lender may
notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is
determined, payable within 90 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender's calculation thereof and the assumptions
upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution
methods.

3.  CONDITIONS; TERM OF AGREEMENT.

3.1Conditions Precedent to the Initial Extension of Credit. The
obligation of the Lender Group (or any member thereof) to make the initial Advance (or otherwise to extend any credit provided for hereunder), is subject to the fulfillment, to the satisfaction of
Agent, of each of the conditions precedent set forth below:



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3.2Condition Subsequent to the Initial Extension of Credit. The obligation of the Lender Group
(or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to
the following conditions and the failure of Borrower to satisfy such conditions shall be an Event of Default:



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3.3Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any
member thereof) to make all Advances (or to extend any other credit hereunder) shall be subject to the following conditions precedent:



3.4Term. This Agreement shall become effective upon the execution and delivery hereof by
Borrower, Agent, and the Lenders and shall continue in full force and effect for a term ending on December 31, 2004 (the "Maturity Date"). The
foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice upon the
occurrence and during the continuation of an Event of Default.

3.5Effect of Termination. On the date of termination of this Agreement, all Obligations
(including contingent reimbursement obligations of Borrower with respect to outstanding Letters of Credit and including all Bank Product Obligations) immediately shall become due and payable without
notice or demand (including (a) either (i) providing cash collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the
then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned to the Issuing Lender, and (b) providing cash collateral to be held by Agent for the
benefit of Wells Fargo or its Affiliates with respect to the then extant Bank Products Obligations). No termination of this Agreement, however, shall relieve or discharge Borrower of its duties,
Obligations, or covenants hereunder and the Agent's Liens in the Collateral shall remain in effect until all Obligations have been fully and finally discharged and the Lender Group's obligations to
provide additional credit hereunder have been terminated. When this Agreement has been terminated and all of the Obligations have been fully and finally discharged and the Lender Group's obligations
to provide additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrower's sole expense, release all Collateral in its possession and execute and deliver any UCC
termination statements, lien releases, mortgage releases, re-assignments of trademarks, discharges of security interests, and other similar discharge or release documents (and, if
applicable, in recordable form) as are reasonably necessary to release, as of record, the Agent's Liens and all notices of security interests and liens previously filed by Agent with respect to the
Obligations.

3.6Early Termination by Borrower. Borrower has the option, at any time upon 90 days
prior written notice to Agent, to terminate this Agreement by paying to Agent, for the benefit of the Lender Group, in cash, the Obligations (including (a) either (i) providing cash
collateral to be held by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original
Letters of Credit to be returned to the

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Issuing Lender and (b) providing cash collateral to be held by Agent for the benefit of Wells Fargo or its Affiliates with respect to the then extant Bank Products Obligations), in full,
together with the Applicable Prepayment Premium (to be allocated based upon letter agreements between Agent and individual Lenders). If Borrower has sent a notice of termination pursuant to the
provisions of this Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) either (i) providing cash collateral to be held
by Agent for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be
returned to the Issuing Lender, and (b) providing cash collateral to be held by Agent for the benefit of Wells Fargo or its Affiliates with
respect to the then extant Bank Products Obligations), in full, together with the Applicable Prepayment Premium, on the date set forth as the date of termination of this Agreement in such notice. In
the event of the termination of this Agreement and repayment of the Obligations at any time prior to the Maturity Date, for any other reason, including (a) termination upon the election of the
Required Lenders to terminate after the occurrence of an Event of Default, (b) foreclosure and sale of Collateral, (c) sale of the Collateral in any Insolvency Proceeding, or
(iv) restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure, or arrangement in any Insolvency
Proceeding, then, in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lender Group or profits lost by the Lender Group as a result of such early
termination, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Lender Group, Borrower shall pay the Applicable Prepayment
Premium to Agent (to be allocated based upon letter agreements between Agent and individual Lenders), measured as of the date of such termination. In the event the termination of this Agreement and
repayment of the Obligations at any time prior to the Maturity Date occurs as a result of refinancing provided by Wells Fargo and no Default or Event of Default has occurred and continues to exist,
the Applicable Prepayment Premium shall be waived by Agent and each Lender.

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4.  CREATION OF SECURITY INTEREST.

4.1Grant of Security Interest. Borrower hereby grants to Agent, for the benefit of the Lender
Group, a continuing security interest in all of its right, title, and interest in all currently existing and hereafter acquired or arising Collateral in order to secure prompt repayment of any and all
of the Obligations in accordance with the terms and conditions of the Loan Documents and in order to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents.
The Agent's Liens in and to the Collateral shall attach to all Collateral without further act on the part of Agent or Borrower. Anything contained in this Agreement or any other Loan Document to the
contrary notwithstanding, except for Permitted Dispositions, Borrower has no authority, express or implied, to dispose of any item or portion of the Collateral.

4.2Negotiable Collateral. In the event that any Collateral, including proceeds, is evidenced by
or consists of Negotiable Collateral, and if and to the extent that perfection or priority of Agent's security interest is dependent on or enhanced by possession, Borrower, immediately upon the
request of Agent, shall endorse and deliver physical possession of such Negotiable Collateral to Agent.

4.3Collection of Accounts, General Intangibles, and Negotiable Collateral. At any time after
the occurrence and during the continuation of an Event of Default, Agent or Agent's designee may (a) notify Account Debtors of Borrower that the Accounts, chattel paper, or General Intangibles
have been assigned to Agent or that Agent has a security interest therein, or (b) collect the Accounts, chattel paper, or General Intangibles directly and charge the collection costs and
expenses to the Loan Account. Borrower agrees that it will hold in trust for the Lender Group, as the Lender Group's trustee, any Collections that it receives and immediately will deliver said
Collections to Agent or a Cash Management Bank in their original form as received by Borrower.

4.4Delivery of Additional Documentation Required. At any time upon the request of Agent,
Borrower shall execute and deliver to Agent any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges,
assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Agent may request in its Permitted
Discretion, in form and substance satisfactory to Agent, to perfect and continue perfected or better perfect the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired),
and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Agent to execute
any such Additional Documents in Borrower's name and authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Agent shall
require, Borrower shall (a) provide Agent with a report of all new patentable, copyrightable,
or trademarkable materials acquired or generated by Borrower during the prior period, (b) as Agent shall reasonably request, cause all patents, copyrights, and trademarks acquired or generated
by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing
office in a manner sufficient to impart constructive notice of Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Agent supplemental schedules to the
applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

4.5Power of Attorney. Borrower hereby irrevocably makes, constitutes, and appoints Agent (and
any of Agent's officers, employees, or agents designated by Agent) as Borrower's true and lawful attorney, with power to (a) if Borrower refuses to, or fails timely to execute and deliver any
of the documents described inSection 4.4, sign the name of Borrower on any of the documents described in Section 4.4, (b) at any time that
an Event of Default has occurred and is continuing, sign Borrower's name on any invoice or bill of
lading relating to the Collateral, drafts against Account Debtors, or notices to Account Debtors, (c) send requests for verification of Accounts, (d) endorse Borrower's

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name on any Collection item that may come into the Lender Group's possession, (e) at any time that an Event of Default has occurred and is continuing, make, settle, and adjust all claims under
Borrower's policies of insurance and make all determinations and decisions with respect to such policies of insurance, and (f) at any time that an Event of Default has occurred and is
continuing, settle and adjust disputes and claims respecting the Accounts, chattel paper, or General Intangibles directly with Account Debtors, for amounts and upon terms that Agent determines to be
reasonable, and Agent may cause to be executed and delivered any documents and releases that Agent determines to be necessary. The appointment of Agent as Borrower's attorney, and each and every one
of its rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully and finally repaid and performed and the Lender Group's obligations to extend
credit hereunder are terminated.

4.6Right to Inspect. Agent and each Lender (through any of their respective officers,
employees, or agents) shall have the right, from time to time hereafter to inspect the Books and to check, test, and appraise the Collateral in order to verify Borrower's financial condition or the
amount, quality, value, condition of, or any other matter relating to, the Collateral.

4.7Control Agreements. Borrower agrees that it will not transfer assets out of any Securities
Accounts other than as permitted underSection 7.19and, if to another securities intermediary, unless each of Borrower, Agent, and the
substitute securities intermediary have entered into a Control Agreement. No arrangement contemplated hereby or by any Control Agreement in respect of any Securities Accounts or other Investment
Property shall be modified by Borrower without the prior written consent of Agent. Upon the occurrence and during the continuance of a Default or Event of Default, Agent may notify any securities
intermediary to liquidate the applicable Securities Account or any related Investment Property maintained or held thereby and remit the proceeds thereof to the Agent's Account.

5.  REPRESENTATIONS AND WARRANTIES.

In order to induce the Lender Group to enter into this Agreement, Borrower makes the following representations and warranties to the Lender Group which shall
be true, correct, and complete, in all material respects, as of the date hereof, and shall be true, correct, and complete, in all material respects, as of the Closing Date, and at and as of the date
of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the extent that such
representations and warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

5.1No Encumbrances. Borrower has good and indefeasible title to the Collateral, free and clear
of Liens except for Permitted Liens.

5.2Eligible Accounts. The Eligible Accounts arebona
fideexisting payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course
of Borrower's business, owed to Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Account that is identified by Borrower as an Eligible
Account in a borrowing base report submitted to Agent, such Account is not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Accounts.

5.3Inventory. All of Borrower's Inventory is of good and merchantable quality, free from
material defects and is:



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5.4Equipment. All of Borrower's Equipment is used or held for use in Borrower's business and is
fit for such purposes.

5.5Location of Inventory and Equipment. Except for Inventory and Equipment not to exceed
$75,000 in value at any one location or $300,000 in the aggregate, the Inventory and Equipment of Borrower are not stored with a bailee, warehouseman, or similar party and, are located only at the
locations identified onSchedule 5.5.

5.6Inventory Records. Borrower keeps correct and accurate records itemizing and describing the
type and quantity of its Inventory and the book value thereof.

5.7Location of Chief Executive Office; FEIN. The chief executive office of Borrower is located
at the address indicated inSchedule 5.7and Borrower's FEIN is identified in Schedule 5.7.

5.8Due Organization and Qualification; Subsidiaries.



5.9Due Authorization; No Conflict.



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5.10Litigation. Other than those matters disclosed on Schedule 5.10, there are no actions, suits, or proceedings pending or,
 to the best knowledge of Borrower, threatened against Borrower, or any of
its Subsidiaries, as applicable, except for (a) matters that are fully covered by insurance (subject to customary deductibles), and (b) matters arising after the Closing Date that, if
decided adversely to

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Borrower, or any of its Subsidiaries, as applicable, reasonably could not be expected to result in a Material Adverse Change.

5.11No Material Adverse Change. All financial statements relating to Borrower or Guarantors
that have been delivered by Borrower to the Lender Group have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject
to year-end audit adjustments) and present fairly in all material respects, Borrower's (or Guarantor's, as applicable) financial condition as of the date thereof and results of operations
for the period then ended. There has not been a Material Adverse Change with respect to Borrower (or any Guarantor, as applicable) since the date of the latest financial statements submitted to the
Lender Group on or before the Closing Date.

5.12Fraudulent Transfer.



5.13Employee Benefits.Except as set forth on Schedule 5.13, none of Borrower, any of its
Subsidiaries, or any of their ERISA Affiliates maintains or contributes to any Benefit Plan.

5.14Environmental Condition. Except as set forth on Schedule 5.14, (a) to Borrower's knowledge, none of Borrower's
assets has ever been used by Borrower or by previous owners or operators in
the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such production, storage, handling, treatment, release or transport was in violation, in any
material respect, of applicable Environmental Law, (b) to Borrower's knowledge, none of Borrower's properties or assets has ever been designated or identified in any manner pursuant to any
environmental protection statute as a Hazardous Materials disposal site, (c) Borrower has not received notice that a Lien arising under any Environmental Law has attached to any revenues or to
any Real Property owned or operated by Borrower, and (d) Borrower has not received a summons, citation, notice, or directive from the Environmental Protection Agency or any other federal or
state governmental agency concerning any action or omission by Borrower resulting in the releasing or disposing of Hazardous Materials into the environment.

5.15Brokerage Fees. Borrower has not utilized the services of any broker or finder in
connection with Borrower's obtaining financing from the Lender Group under this Agreement and no brokerage commission or finders fee is payable by Borrower in connection herewith.

5.16Intellectual Property. Borrower owns, or holds licenses in, all trademarks, trade names,
copyrights, patents, patent rights, and licenses that are necessary to the conduct of its business as currently conducted. Attached hereto as Schedule 5.16is a true, correct, and complete listing
of all material patents, patent applications, trademarks, trademark applications,
copyrights, and copyright registrations as to which Borrower is the owner or is an exclusive licensee.

5.17Leases. Borrower enjoys peaceful and undisturbed possession under all leases material to
the business of Borrower and to which it is a party or under which it is operating. All of such leases are valid and subsisting and no material default by Borrower exists under any of them.

5.18DDAs. Set forth onSchedule 5.18are
all of Borrower's DDAs, including, with respect to each depository (i) the name and address of such depository, and (ii) the account numbers of the accounts maintained with such
depository.

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5.19Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf
of Borrower in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the
other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of Borrower in writing to
Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to
make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing
Date Projections represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower's good faith best estimate of its future
performance for the periods covered thereby.

5.20Indebtedness. Set forth on Schedule 5.20is a true and complete list of each item of Indebtedness of each Obligor in
excess of $100,000 individually and $1,000,000 in the
aggregate outstanding immediately prior to the Closing Date that is to remain outstanding after the Closing Date and such Schedule accurately reflects the aggregate principal amount of such
Indebtedness and the principal terms thereof.

6.  AFFIRMATIVE COVENANTS.

Obligors covenant and agree that, so long as any credit hereunder shall be available and until full and final payment of the Obligations, Obligors shall do all
of the following:

6.1Accounting System. Maintain a system of accounting that enables Borrower to produce
financial statements in accordance with GAAP and maintain records pertaining to the Collateral that contain information as from time to time reasonably may be requested by Agent. Borrower also shall
keep an inventory reporting system or records that show all additions, sales, claims, returns, and allowances with respect to the Inventory.

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6.2Collateral Reporting. Provide Agent (and if so requested by Agent,
with copies for each Lender) with the following documents at the following times in form satisfactory to Agent:

|Weekly                                                                |  | (a) invoice register, cash receipts register and Accounts Receivable cash applications register.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Monthly (not later than the 10th Business Day of the following month) |  | (b) a detailed calculation of the Borrowing Base (including detail regarding those Accounts that are not Eligible Accounts) substantially in the form of Exhibit B-1 hereto,
(c) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Agent,
(d) a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, and
(e) Inventory reports specifying Borrower's cost of its Inventory, and delineating all Inventory located in the Ontario facility.
|Quarterly                                                             |  | (f) a calculation of Dilution for the prior 3 months, and
(g) a report showing, in reasonable detail supported by work papers and documentation satisfactory to Agent, the calculation of Borrower's EBITDA as required underSection 7.19 (a)(i).                                                                                                                                                                                                                                                                                                                        
|Upon request by Agent                                                 |  | (h) a detailed list of Borrower's customers,
(i) copies of invoices in connection with the Accounts, credit memos, remittance advices, deposit slips, shipping and delivery documents in connection with the Accounts and, for Inventory and Equipment acquired by Borrower, purchase orders and
invoices, and
(j) such other reports as to the Collateral, or the financial condition of Borrower, as Agent may request.                                                                                                                                                

In
addition, Borrower agrees to cooperate fully with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of
the items set forth above. The reports detailed in clauses (b), (f) and (g) above will be made available to the Lenders by Agent upon their reasonable request.

6.3Financial Statements, Reports, Certificates. Deliver to Agent, with
copies to each Lender:



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In
addition to the financial statements referred to above, Obligors agree to deliver financial statements of Parent and its Subsidiaries prepared on both a consolidated and
consolidating basis and agrees that no Subsidiary of Parent will have a fiscal year different from that of Parent. Obligors agree that their independent certified public accountants are authorized to
communicate with Agent and to release to Agent whatever financial information concerning Obligors that Agent may reasonably request. Each Obligor waives the right to assert a confidential
relationship, if any, it may have with any accounting firm or service bureau in connection with any information requested by Agent pursuant to or in accordance with this Agreement, and agrees that
Agent may contact directly any such accounting firm or service bureau in order to obtain such information.

6.4Guarantor Tax Returns. Deliver copies of all federal income tax
returns of Guarantors as soon as the same are available and in any event no later than 30 days after the same are required to be filed by law.

6.5Return. Cause returns and allowances, as between Borrower and its
Account Debtors, to be on the same basis and in accordance with the usual customary practices of Borrower, as they exist at the time of the execution and delivery of this Agreement. If, at a time when
no Event of Default has occurred and is continuing, any Account Debtor returns any Inventory to Borrower, Borrower promptly shall determine the reason for such return and, if Borrower accepts such
return, issue a credit memorandum (with a copy to be sent to Agent at any time when Agent so requests) in the appropriate amount to such Account Debtor. If, at a time when an Event of Default has
occurred and is continuing, any Account Debtor returns any Inventory to Borrower, Borrower promptly shall determine the reason for such return and, if Agent consents (which consent shall not be
unreasonably withheld), issue a credit memorandum (with a copy to be sent to Agent at any time that Agent so requests) in the appropriate amount to such Account Debtor.

6.6Maintenance of Properties. Maintain and preserve all of its
properties which are necessary or useful in the proper conduct to its business in good working order and condition, ordinary wear and tear excepted, and comply at all times with the provisions of all
material leases to which it is a party as lessee so as to prevent any loss or forfeiture thereof or thereunder, except for such instances of non-compliance as could not reasonably be
expected to cause a Material Adverse Change.

6.7Taxes. Cause all assessments and taxes, whether real, personal, or otherwise, due or payable
by, or imposed, levied, or assessed against any Obligor or any of its assets to be paid in full, before delinquency or before the expiration of any extension period, except to the extent that the
validity of such assessment or tax shall be the subject of a Permitted Protest and such delinquencies in excess of $25,000 would not cause a lien against any Obligor's assets or a Material Adverse
Change. Each Obligor will make timely payment or deposit of all tax payments and withholding taxes required of it by applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state
disability, and local, state, and federal income taxes, and will, upon request, furnish Agent with proof satisfactory to Agent indicating that such Obligor has made such payments or deposits. At any
time that Agent so requests, any
Obligor shall deliver satisfactory evidence of payment of applicable excise taxes in each jurisdictions in which such Obligor is required to pay any such excise tax.

6.8Insurance.



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6.9Location of Inventory and Equipment. Keep the Inventory and Equipment only at the locations
identified onSchedule 5.5; provided, however, that Borrower may amendSchedule 5.5so
long as such
amendment occurs by written notice to Agent not less than 10 days prior to the date on which Inventory or Equipment is moved to such new location, so long as such new location is within the
continental United States and, at the time of such written notification, with respect to any location where the value of Borrower's Inventory and Equipment exceeds $250,000, Borrower obtains a
Collateral Access Agreement executed by the landlord, mortgagee, bailee or warehouseman, as the case may be, in favor of Agent. Borrower hereby authorizes Agent to file any financing statements or
fixture filings necessary to perfect and continue perfected the Agent's Liens on such assets in such locations.

6.10Compliance with Laws. Comply with the requirements of all applicable laws, rules,
regulations, and orders of any Governmental Authority, including the Fair Labor Standards Act and the Americans With Disabilities Act, other than laws, rules, regulations, and orders the
non-compliance with which, individually or in the aggregate, would not result in and reasonably could not be expected to result in a Material Adverse Change.

6.11Leases. Pay when due all rents and other amounts payable under any leases to which Borrower
is a party or by which Borrower's properties and assets are bound, unless such payments are the subject of a Permitted Protest.

6.12Existence. At all times preserve and keep in full force and effect Obligor's valid
existence and good standing and any rights and franchises material to Obligor's businesses, except for such qualifications and licenses the absence of which could not reasonably be expected to cause a
Material Adverse Change;provided, however, that Borrower must be qualified to do business in New Jersey, Minnesota, Indiana and West Virginia to the
extent that it continues to do business in such states.

6.13Environmental.



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6.14Commercial Tort Claims. Promptly and in no event later than 10 Business Days after
knowledge thereof, notify Agent of any commercial tort claim in excess of $100,000 it may have and execute any documents or instruments that the Agent requests in order to create in Agent's favor a
security interest in any such commercial tort claims. Obligors hereby authorize Agent to file any financing statements or fixture filings necessary to perfect and continue perfected Agent's Liens in
such commercial tort claims.

6.15Disclosure Updates. Promptly and in no event later than 5 Business Days after obtaining
knowledge thereof, (a) notify Agent if any written information, exhibit, or report furnished to the Lender Group contained any untrue statement of a material fact or omitted to state any
material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made, and (b) correct any defect or error that may be discovered therein
or in any Loan Document or in the execution, acknowledgement, filing, or recordation thereof.

7.  NEGATIVE COVENANTS.

Obligors covenant and agree that, so long as any credit hereunder shall be available and until full and final payment of the Obligations, no Obligor will do
any of the following:

7.1Indebtedness. Create, incur, assume, permit, guarantee, or otherwise become or remain,
directly or indirectly, liable with respect to any Indebtedness, except:



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7.2Liens. Create, incur, assume, or permit to exist, directly or indirectly, any Lien on or
with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens (including Liens that are replacements of
Permitted Liens to the extent that the original Indebtedness is refinanced, renewed, or extended underSection 7.1(d)and so long as the
replacement Liens only encumber those assets that secured the refinanced, renewed, or extended Indebtedness).

7.3Restrictions on Fundamental Changes.



7.4Disposal of Assets. Other than Permitted Dispositions, convey, sell, lease, license, assign,
transfer, or otherwise dispose of any of such Obligor's assets.

7.5Change Name. Change Obligor's name, FEIN, corporate structure, or identity, or add any new
fictitious name;provided, however, that any Obligor may change its name upon at least 30 days prior
written notice to Agent of such change. Each Obligor authorizes Agent to prepare and file any financing statements or fixture filings necessary to perfect and continue perfected the Agent's Liens.

7.6Guarantee. Guarantee or otherwise become in any way liable with respect to the obligations
of any third Person (other than in connection with this Agreement) except by endorsement of instruments or items of payment for deposit to the account of Borrower or which are transmitted or turned
over to Agent.

7.7Nature of Business. Make any change in the principal nature of its business.

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7.8Prepayments and Amendments.



7.9Change of Control. Cause, permit, or suffer, directly or indirectly, any Change of Control
of Borrower.

7.10Consignments. Consign any Inventory or sell any Inventory on bill and hold, sale or return,
sale on approval, or other conditional terms of sale.

7.11Distributions. Make any distribution or declare or pay any dividends (in cash or other
property, other than common Stock) on, or purchase, acquire, redeem, or retire any Stock of any class, whether now or hereafter outstanding except that any Obligor may repurchase its Stock on the open
market so long as (a) such purchase is made pursuant to and consistent with the terms of such entity's "Employee Stock Purchase Plan" or "Employee Stock Option Plan" as currently in effect,
(b) both before and after giving effect to such purchase Borrower shall then have no less than $2,000,000 in Excess Availability and (c) both before and after giving effect thereto no
Default or Event of Default shall exist or have occurred.

7.12Accounting Methods. Modify or change its method of accounting (other than as may be
required to conform to GAAP) or enter into, modify, or terminate any agreement currently existing, or at any time hereafter entered into with any third party accounting firm or service bureau for the
preparation or storage of any Obligor's accounting records without said accounting firm or service bureau agreeing to provide Agent information regarding the Collateral or such Obligor's financial
condition.

7.13Investments. Except for Permitted Investments, directly or indirectly, make or acquire any
Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment;provided, however, that Obligors shall
not have Permitted Investments (other than in the Cash Management Accounts) in deposit accounts or Securities Accounts in excess of $500,000 outstanding at any one time unless such Obligor and the
applicable securities intermediary or bank have entered into Control Agreements governing such Permitted Investments, as Agent shall determine in its Permitted Discretion, to perfect (and further
establish) the Agent's Liens in such Permitted Investments.

7.14Transactions with Affiliates; Intercompany Transfers. Directly or indirectly:



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7.15Suspension. Suspend or go out of a substantial portion of its business.

7.16Use of Proceeds. In the case of Borrower, use the proceeds of the Advances for any purpose
other than (a) on the Closing Date, (i) to pay transactional fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions
contemplated hereby and thereby, and, if necessary, (ii) to repay a portion of the outstanding principal, accrued interest, and accrued fees and expenses owning to IBMCC and
(b) thereafter, consistent with the terms and conditions hereof, for its lawful and permitted purposes, including without limitation to pay or permit Agent to pay the IBMCC Obligations under
the Intercreditor Agreement, provided that proceeds of Advances may not be used for such purpose in excess of $22,000,000.

7.17Change in Location of Chief Executive Office; Inventory and Equipment with Bailees.
Relocate its chief executive office to a new location without providing 30 days prior written notification thereof to Agent and obtaining, at the time of such written notification, a Collateral
Access Agreement with respect to such new location signed by the landlord or mortgagee in favor of Agent and satisfactory in form and substance to Agent. Each Obligor authorizes Agent to prepare and
file any financing statements or fixture filings necessary to perfect and continue perfected the Agent's Liens. Borrower's Inventory and Equipment shall not at any time now or hereafter be stored with
a bailee, warehouseman, or similar party without Agent's prior written consent, except as set forth inSection 5.5.

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7.18Securities Accounts. Borrower shall not establish or maintain any Securities Account unless
Agent shall have received a Control Agreement in respect of such Securities Account. Borrower shall not transfer assets out of any Securities Account;provided,
however, that, so long as no Event of Default has occurred and is continuing or would result therefrom, Borrower may use such assets (and the proceeds thereof) to the extent
not prohibited by this Agreement.

7.19Financial Covenants.



|Applicable Amount |  | Applicable Period                                            
|----------------- |  | -------------------------------------------------------------
|($1,800,000)      |  | For the 3 month period ending December 31, 2001              
|($2,000,000)      |  | For the 6 month period ending March 31, 2002                 
|($1,000,000)      |  | For the 9 month period ending June 30, 2002                  
|$0                |  | For the 12 month period ending September 30, 2002            
|$300,000          |  | For the 12 month period ending December 31, 2002             
|$700,000          |  | For the 12 month period ending March 31, 2003                
|$1,200,000        |  | For the 12 month period ending June 30, 2003                 
|$1,700,000        |  | For the 12 month period ending September 30, 2003            
|$2,000,000        |  | For the 12 month period ending each fiscal quarter thereafter



8.  EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an event of default (each, an "Event of Default")
under this Agreement:

8.1If Borrower fails to pay when due and payable, or when declared due and payable, all or any portion of the
Obligations (whether of principal, interest (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts), fees and charges due the Lender Group,
reimbursement of Lender Group Expenses, or other amounts constituting Obligations);

8.2If (a) Borrower fails or neglects to perform, keep, or observe any term, provision, condition, covenant, or
agreement contained in Section 6.2 or 6.3 of this Agreement and such failure continues for a period of 5 Business Days after the date on which such failure first occurs, or (b) if
Borrower

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fails to perform, keep, or observe any covenant or other provision contained in Sections 6.1, 6.7 or 6.11 hereof and such failure or neglect is not cured within 15 days after the date on which
such failure or neglect first occurs, or (c) if any Obligor fails or neglects to perform, keep, or observe any other covenant or other provision contained in any Section of this Agreement
(other than a Section that is expressly dealt with elsewhere in this Section 8) or the other Loan Documents (other than a Section of such other Loan Document dealt with elsewhere in this
Section 8); provided that, during any period of time that any such failure referred to in this paragraph exists, even if such failure is not yet an Event of Default by virtue of the existence
of a grace or cure period, Lender shall be relieved of its obligation to extend credit hereunder;

8.3If any material portion of any Obligor's assets is attached, seized, subjected to a writ or distress warrant, levied
upon, or comes into the possession of any third Person;

8.4If an Insolvency Proceeding is commenced by any Obligor;

8.5If an Insolvency Proceeding is commenced against any Obligor and any of the following events occur: (a) such
Obligor consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition
commencing the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof;provided, however, that, during the
pendency of such period, Agent (including any successor agent) and each other member of the Lender Group shall be relieved of their obligations to extend credit hereunder, (d) an interim
trustee is appointed to take possession of all or any substantial portion of the
properties or assets of, or to operate all or any substantial portion of the business of, such Obligor, or (e) an order for relief shall have been entered therein;

8.6If any Obligor is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any
material part of its business affairs;

8.7If a notice of Lien, levy, or assessment is filed of record with respect to the assets of any Obligor by the United
States, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, or if any taxes or debts owing at any time hereafter to any one or more of
such entities becomes a Lien, whether choate or otherwise, upon the assets of any Obligor and the same is not paid before such payment is delinquent;

8.8If a judgment or other claim becomes a Lien or encumbrance upon any material portion of any Obligor's assets;

8.9If there is a default in any material agreement to which any Obligor is a party and such default (a) occurs
at the final maturity of the obligations thereunder, or (b) results in a right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of such Obligor's
obligations thereunder, to terminate such agreement, or to refuse to renew such agreement pursuant to an automatic renewal right therein;

8.10If any Obligor makes any payment on account of Indebtedness that has been contractually subordinated in right of
payment to the payment of the Obligations, except to the extent such payment is permitted by the terms of the subordination provisions applicable to such Indebtedness;

8.11If any misstatement or misrepresentation exists now or hereafter in any warranty, representation, statement, or
Record made to the Lender Group by Borrower, its Subsidiaries, or any officer, employee, agent, or director of Borrower or any of its Subsidiaries;

8.12If the obligation of any Guarantor under any Guaranty is limited or terminated by operation of law or by Guarantor
thereunder;

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8.13If this Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease
to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien on or security interest in the Collateral covered hereby or thereby;

8.14Any provision of any Loan Document shall at any time for any reason be declared to be null and void, or the
validity or enforceability thereof shall be contested by any Obligor, or a proceeding shall be commenced by any Obligor, or by any Governmental Authority having jurisdiction over any Obligor, seeking
to establish the invalidity or unenforceability thereof, or any Obligor shall deny that such Obligor has any liability or obligation purported to be created under any Loan Document;

8.15If there is any default under the IBMCC Agreement;

8.16If there is a default under or revocation of the Intercreditor Agreement; or

8.17Borrower fails to find replacement floor financing, on terms and conditions satisfactory to Lender, at least
90 days prior to the termination date under the IBMCC Agreement, unless IBMCC has given Lender notice of its intention to extend the termination date of the IBMCC Agreement in accordance with
Section 16 of the Intercreditor Agreement.

9.  THE LENDER GROUP'S RIGHTS AND REMEDIES.

9.1Rights and Remedies. Upon the occurrence, and during the continuation, of an Event of
Default, the Required Lenders (at their election but without notice of their election and without demand) may authorize and instruct Agent to do any one or more of the following on behalf of the
Lender Group (and Agent, acting upon the instructions of the Required Lenders, shall do the same on behalf of the Lender Group), all of which are authorized by Borrower:



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9.2Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement, the
other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all

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other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver
by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

10.  TAXES AND EXPENSES.

If Borrower fails to pay any monies (whether taxes, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts
payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Agent, in
its sole discretion and without prior notice to Borrower, may do any or all of the following: (a) make payment of the same or any part thereof, (b) set up such reserves in Borrower's
Loan Account as Agent deems necessary to protect the Lender Group from the exposure created by such failure, or (c) in the case of the failure to comply with Section 6.8hereof, obtain and
maintain insurance policies of the type described in Section 6.8and take any action with respect to such policies as Agent deems prudent. Any such amounts paid by Agent shall constitute Lender
Group Expenses and any such payments shall not constitute an agreement by the Lender Group to make similar payments in the future or a waiver by the Lender Group of any Event of Default under this
Agreement. Agent need not inquire as to, or contest the validity of, any such expense, tax, or Lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence
that the same was validly due and owing.

11.  WAIVERS; INDEMNIFICATION.

11.1Demand; Protest; etc. Borrower waives demand, protest, notice of protest, notice of default
or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held
by the Lender Group on which Borrower may in any way be liable.

11.2The Lender Group's Liability for Collateral. Borrower hereby agrees that: (a) so
long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner
be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any
diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of
the Collateral shall be borne by Borrower.

11.3Indemnification. Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons,
the Lender-Related Persons with respect to each Lender, each Participant, and each of their respective officers, directors, employees, agents, and attorneys-in-fact (each, an
"Indemnified Person") harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations,
proceedings, and damages, and all reasonable attorneys fees and disbursements and other costs and expenses actually incurred in connection therewith (as and when they are incurred and irrespective of
whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution, delivery, enforcement,
performance, or administration of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby, and (b) with respect to any investigation, litigation, or
proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any
act, omission, event, or circumstance in any manner related thereto (all the foregoing, collectively, the "Indemnified Liabilities"). The foregoing to
the contrary notwithstanding, Borrower shall have no obligation to any Indemnified Person under thisSection 11.3with respect to any Indemnified
Liability that the parties agree or a trier of fact determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive the termination
of this Agreement

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and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrower was required to
indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY
SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART CAUSED BY OR ARISE OUT OF
ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

12.  NOTICES.

Unless otherwise provided in this Agreement, all notices or demands by Borrower or Agent to the other relating to this Agreement or any other Loan Document
shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered
or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as Borrower or Agent, as applicable, may designate to each other in
accordance herewith), or telefacsimile to Borrower or Agent, as the case may be, at its address set forth below:

If to Borrower:

EN POINTE TECHNOLOGIES SALES, INC.100 N. Sepulveda Boulevard, 19th Floor
El Segundo, California 90245
Attn: Chief Financial Officer
Fax No.: (310) 725-1185with copies to:

STRADLING YOCCA CARLSON & RAUTH660 Newport Center Drive #1600
Newport Beach, California 92660-6441
Attn: Nick E. Yocca, Esq.
Fax No.: (949) 725-4100If to Agent:

FOOTHILL CAPITAL CORPORATION2450 Colorado Avenue
Suite 3000 West
Santa Monica, California 90404
Attn: Business Finance Division Manager
Fax No.: (310) 453-7413with copies to:

MAYER, BROWN & PLATT350 South Grand Avenue, 25th Floor
Los Angeles, California 90017-1503
Attn: Marshall C. Stoddard, Jr., Esq.
Fax No.: (213) 625-0248


Agent
and Borrower may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands
sent in accordance with thisSection 12, other than notices by Agent in connection with enforcement rights against the Collateral under the
provisions of the Code, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail. Borrower acknowledges and agrees that notices
sent by the Lender Group in connection with the exercise of enforcement rights against Collateral under the provisions of the Code shall be deemed sent when deposited in the mail or personally
delivered, or, where permitted by law, transmitted by telefacsimile or any other method set forth above. Agent will exercise reasonable efforts to duplicate by telefacsimile transmission any notice

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formally given by deposit into the mail, provided that failure to give such duplicate notice shall not negatively affect the effectiveness of notice given by mail.

13.  CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.



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14.  ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

14.1Assignments and Participations.



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14.2Successors. This Agreement shall bind and inure to the benefit of the respective successors
and assigns of each of the parties;provided, however, that Borrower may not assign this Agreement or any rights or duties hereunder without the
Lenders' prior written consent and any prohibited assignment shall be absolutely voidab initio. No consent to assignment by the Lenders shall release
Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 14.1hereof and, except as
expressly required pursuant toSection 14.1hereof, no
consent or approval by Borrower is required in connection with any such assignment.

15.  AMENDMENTS; WAIVERS.

15.1Amendments and Waivers. No amendment or waiver of any provision of this Agreement or any
other Loan Document, and no consent with respect to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the
written request of the Required Lenders) and Borrower and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however,
 that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders affected thereby and Borrower,
do any of the following:



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and,provided further, however, that no amendment, waiver or consent shall, unless in writing and signed by Agent, Issuing Lender, or Swing Lender, as
applicable, affect the rights or duties of Agent, Issuing Lender, or Swing Lender, as applicable, under this Agreement or any other Loan Document. The foregoing notwithstanding, any amendment,
modification, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group
among themselves, and that does not affect the rights or obligations of Borrower, shall not require consent by or the agreement of Borrower.

15.2Replacement of Holdout Lender.



15.3No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right,
remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be
effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent's and each Lender's rights
thereafter to require strict performance by Borrower of any provision of this Agreement. Agent's and each Lender's rights under this Agreement and the other Loan Documents will be cumulative and not
exclusive of any other right or remedy the Agent or any Lender may have.

16.  AGENT; THE LENDER GROUP.

16.1Appointment and Authorization of Agent. Each Lender hereby
designates and appoints Foothill as its representative under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the
provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions contained in this Section 16. The provisions of thisSection 16are solely for the benefit of Agent, and the
Lenders, and Borrower shall have no rights as a third party beneficiary of any of the provisions

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contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience
only, that Foothill is merely the representative of the Lenders, and only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall have and
may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take
or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or
powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary
business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections, and related matters, (b) execute or file any and all financing or similar
statements or notices, amendments, renewals, supplements, documents,
instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders as provided in the Loan Documents,
(d) exclusively receive, apply, and distribute the Collections as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems
necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections, (f) perform, exercise, and enforce any and all
other rights and remedies of the Lender Group with respect to Borrower, the Obligations, the Collateral, the Collections, or otherwise related to any of same as provided in the Loan Documents, and
(g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

16.2Delegation of Duties. Agent may execute any of its duties under this Agreement or any other
Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not
be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful
misconduct.

16.3Liability of Agent. None of the Agent-Related Persons shall (i) be liable for any
action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or
willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by Borrower or any Subsidiary or Affiliate of
Borrower, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or
received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender
to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the Books or properties
of Borrower or the books or records or properties of any of Borrower's Subsidiaries or Affiliates.

16.4Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to
be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and

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statements of legal counsel (including counsel to Borrower or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are
received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by Lenders against any and all liability
and expense
that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

16.5Notice of Default or Event of Default. Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of
the Lenders, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrower referring to this Agreement,
describing such Default or Event of Default, and stating that such notice is a "notice of default." Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default
of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender
shall be solely responsible for giving any notices to its Participants, if any. Subject toSection 16.4, Agent shall take such action with
respect to such Default or Event of Default as may be requested by the Required Lenders in accordance withSection 9; provided, however, that
unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default
as it shall deem advisable.

16.6Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made
any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries or Affiliates, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such
documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and
creditworthiness of Borrower and any other Person (other than the Lender Group) party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and
made its own decision to enter into this Agreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement
and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and
creditworthiness of Borrower and any other Person (other than the Lender Group) party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to
the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and
other condition or creditworthiness of Borrower and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

16.7Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the
extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, reasonable
attorneys fees and expenses, costs of collection by outside collection agencies and auctioneer fees and

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costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrower is obligated to reimburse Agent or Lenders for such expenses pursuant to the Loan Agreement or
otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from Collections received by Agent to reimburse Agent for such out-of-pocket costs and
expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from Collections received by Agent, each Lender hereby agrees that it is
and shall be obligated to pay to or reimburse Agent for the amount of such Lender's Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), according to their Pro Rata Shares,
from and against any and all Indemnified Liabilities;provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in
failing to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender's ratable share of any costs or
out-of-pocket expenses (including attorneys fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification,
amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment
of all Obligations hereunder and the resignation or replacement of Agent.

16.8Agent in Individual Capacity. Foothill and its Affiliates may make loans to, issue letters
of credit for the account of, accept deposits from, acquire equity interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Borrower
and its Subsidiaries and Affiliates and any other Person (other than the Lender Group) party to any Loan Documents as though Foothill were not Agent hereunder, and, in each case, without notice to or
consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, Foothill or its Affiliates may receive information regarding
Borrower or its Affiliates and any other Person (other than the Lender Group) party to any Loan Documents that is subject to confidentiality obligations in favor of Borrower or such other Person and
that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which
waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms "Lender" and "Lenders" include Foothill in its
individual capacity.

16.9Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If
Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent,
Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the
Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder,
such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and
duties as Agent
shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of thisSection 16shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a
retiring Agent's notice of resignation, the retiring Agent's resignation shall

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nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

16.10Lender in Individual Capacity.  Any Lender and its respective Affiliates
may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or
other business with Borrower and its Subsidiaries and Affiliates and any other Person (other than the Lender Group) party to any Loan Documents as though such Lender were not a Lender hereunder
without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, such Lender and its respective Affiliates
may receive information regarding Borrower or its Affiliates and any other Person (other than the Lender Group) party to any Loan Documents that is subject to confidentiality obligations in favor of
Borrower or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such
confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender not shall be under any obligation to provide such information to them. With respect
to the Swing Loans and Agent Advances, Swing Lender shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the
sub-agent of Agent.

16.11Withholding Taxes.



Such
Lender agrees promptly to notify Agent and Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction.



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16.12Collateral Matters.



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16.13Restrictions on Actions by Lenders; Sharing of Payments.



70

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16.14Agency for Perfection.  Agent hereby appoints each other Lender as its
agent (and each Lender hereby accepts such appointment) for the purpose of perfecting the Agent's Liens in assets which, in accordance with Article 9 of the UCC can be perfected only by
possession. Should any Lender obtain possession of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent's request therefor shall deliver such Collateral to Agent or in
accordance with Agent's instructions.

16.15Payments by Agent to the Lenders.  All payments to be made by Agent to the
Lenders shall be made by bank wire transfer or internal transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to
Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, or interest of the Obligations.

16.16Concerning the Collateral and Related Loan Documents.  Each member of the
Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents relating to the Collateral, for the benefit of the Lender Group. Each member of the Lender Group
agrees that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or
herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

16.17Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and
Information.  By becoming a party to this Agreement, each Lender:



71

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In
addition to the foregoing: (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by Borrower to Agent
that has not been contemporaneously provided by Borrower to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that
Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Borrower, any Lender may, from time to time, reasonably request Agent to exercise such
right as specified in such Lender's notice to Agent, whereupon Agent promptly shall request of Borrower the additional reports or information reasonably specified by such Lender, and, upon receipt
thereof from
Borrower, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Borrower a statement regarding the Loan Account, Agent shall send a copy of such
statement to each Lender.

16.18Several Obligations; No Liability.  Notwithstanding that certain of the
Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of
Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments,
to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any
interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for
notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant
of any other Lender. Except as provided inSection 16.7, no member of the Lender Group shall have any liability for the acts or any other member
of the Lender Group. No Lender shall be responsible to Borrower or any other Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder, nor to advance
for it or on its behalf in connection with its Commitment, nor to take any other action on its behalf hereunder or in connection with the financing contemplated herein.

16.19Legal Representation of Agent.  In connection with the negotiation,
drafting, and execution of this Agreement and the other Loan Documents, or in connection with future legal representation relating to loan administration, amendments, modifications, waivers, or
enforcement of remedies, Mayer, Brown & Platt ("MBP") only has represented and only shall represent Foothill in its capacity as

72

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Agent and as a Lender. Each other Lender hereby acknowledges that MBP does not represent it in connection with any such matters.

17. GENERAL PROVISIONS.

17.1Effectiveness. This Agreement shall be binding and deemed effective when executed by
Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

17.2Section Headings. Headings and numbers have been set forth herein for convenience only.
Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

17.3Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall be
construed against the Lender Group or Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and
interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

17.4Severability of Provisions. Each provision of this Agreement shall be severable from every
other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

17.5Amendments in Writing. This Agreement only can be amended by a writing signed by Agent (on
behalf of the requisite Lenders) and Borrower.

17.6Counterparts; Telefacsimile Execution. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute
but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement.
Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Documentmutatis
mutandis.

17.7Revival and Reinstatement of Obligations. If the incurrence or payment of the Obligations
by Borrower or any Guarantor or the transfer to the Lender Group of any property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to
creditors' rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property
(collectively, a "Voidable Transfer"), and if the Lender Group is required to repay or restore, in whole or in part, any such Voidable Transfer, or
elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is required or elects to repay or restore, and as to all
reasonable costs, expenses, and attorneys fees of the Lender Group related thereto, the liability of Borrower or Guarantors automatically shall be revived, reinstated, and restored and shall exist as
though such Voidable Transfer had never been made.

17.8Integration. This Agreement, together with the other Loan Documents, reflects the entire
understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

17.9Effect of Intercreditor Agreement. So long as the Intercreditor Agreement shall remain in
full force and effect, to the extent that compliance by Borrower with any provision hereof shall cause Borrower to be in default of any provision of the IBMCC Agreement, such lack of compliance, if

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allowed under and addressed by the Intercreditor Agreement, shall not be deemed an Event of Default hereunder.

17.10Organization of Canadian Affiliate.  This Agreement shall become effective
with respect to En Pointe Technologies Canada, Inc. upon such entity being duly incorporated or organized under the laws of any province, or other applicable jurisdiction, of Canada. Borrower
hereby covenants and agrees that upon the due incorporation or organization of En Pointe Technologies Canada, Inc. it will cause such entity to execute a Guaranty and Security Agreement in
favor of Agent for the benefit of Lenders and such other agreements, documents and instruments as Agent may request, each in form and substance satisfactory to Agent.

[Signature page to follow.]

74

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IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

|"Borrower"                                               |  | "Agent"                                             
|-------------------------------------------------------- |  | ----------------------------------------------------
|EN POINTE TECHNOLOGIES SALES, INC.a Delaware corporation |  | FOOTHILL CAPITAL CORPORATION,a California corportion
|By:                                                      |  |                                                     
|                                                         |  |                                                     
|Name:                                                    |  |                                                     
|                                                         |  |                                                     
|Title:                                                   |  |                                                     
|                                                         |  |                                                     
|"Lenders"                                                |  |                                                     
|FOOTHILL CAPITAL CORPORATION,a California corporation    |  |                                                     
|By:                                                      |  |                                                     
|                                                         |  |                                                     
|Name:                                                    |  |                                                     
|                                                         |  |                                                     
|Title:                                                   |  |                                                     
|                                                         |  |                                                     

75

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|                |  | EXHIBITS AND SCHEDULES                   
|--------------- |  | -----------------------------------------
|Exhibit A-1     |  | Form of Assignment and Acceptance        
|Exhibit B-1     |  | Form of Borrowing Base Certificate       
|Exhibit C-1     |  | Form of Compliance Certificate           
|Exhibit L-1     |  | Form of LIBOR Notice                     
|Schedule A-1    |  | Agent's Account                          
|Schedule B-1    |  | Designated Account                       
|Schedule C-1    |  | Commitments                              
|Schedule P-1    |  | Permitted Liens                          
|Schedule 1.1    |  | Commercial Tort Claims                   
|Schedule 2.7(a) |  | Cash Management Banks                    
|Schedule 5.5    |  | Locations of Inventory and Equipment     
|Schedule 5.7    |  | Chief Executive Office; FEIN             
|Schedule 5.8(b) |  | Capitalization of Borrower               
|Schedule 5.8(c) |  | Capitalization of Borrower's Subsidiaries
|Schedule 5.10   |  | Litigation                               
|Schedule 5.13   |  | Employee Benefits                        
|Schedule 5.14   |  | Environmental Matters                    
|Schedule 5.16   |  | Intellectual Property                    
|Schedule 5.18   |  | Demand Deposit Accounts                  
|Schedule 5.20   |  | Permitted Indebtedness                   

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Schedule A-1
Agent's Account

An account at a bank designated by Agent from time to time as the account into which Borrower shall make all payments to Agent for the benefit of the Lender
Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Borrower and the Lender Group to the contrary,
Agent's Account shall be that certain deposit account bearing account number 323-266193 and maintained by Agent with The Chase Manhattan Bank, 4 New York Plaza, 15th Floor,
New York, New York 10004, ABA #021000021.

---

Schedule B-1  Designated Account

Account number 449-6879230 of Borrower maintained with Borrower's Designated Account Bank, or such other deposit account of Borrower (located
within the United States) that has been designated as such, in writing, By Borrower to Agent.

---

Schedule C-1  Commitments

|Lender                       |  | Revolver Commitment |  | Total Commitment
|---------------------------- |  | ------------------- |  | ----------------
|Foothill Capital Corporation |  | $30,000,000         |  | $30,000,000     
|                             |  |                     |  |                 
|All Lenders                  |  | $30,000,000         |  | $30,000,000     

---

Schedule P-1  Permitted Liens

|En Pointe Technologies Sales, Inc. |  |             |  |         
|---------------------------------- |  | ----------- |  | --------
|
|California Secretary of State      |  | 9806160274  |  | 02/25/98
|"                                  |  | 9829660650  |  | 10/16/98
|Colorado Secretary of State        |  | 19982014129 |  | 03/03/98
|New York Secretary of State        |  | 061293      |  | 03/23/98
|New York County, New York          |  | 98PN14623   |  | 03/24/98
|"                                  |  | 98PN28864   |  | 06/08/98
|North Carolina Secretary of State  |  | 19980023655 |  | 05/11/98
|Mecklenburg County, North Carolina |  | 3970        |  | 03/18/98
|Utah Secretary of State            |  | 98-596428   |  | 03/02/98
|Washington Secretary of State      |  | 98-0610139  |  | 03/0/98 

|En Pointe Technologies, Inc.      |  |              |   |         
|--------------------------------- |  | ------------ | - | --------
|
|California Secretary of State     |  | 93-047887(1  | ) | 03/08/93
|"                                 |  | 9621960154   |   | 08/02/96
|"                                 |  | 9631260022   |   | 11/04/96
|"                                 |  | 9708460116   |   | 03/24/97
|"                                 |  | 9710760837   |   | 04/14/97
|"                                 |  | 9714860888   |   | 05/23/97
|"                                 |  | 9714860894   |   | 05/23/97
|"                                 |  | 9732860165   |   | 11/21/97
|"                                 |  | 9821760891   |   | 08/03/98
|"                                 |  | 9825960587   |   | 09/11/98
|"                                 |  | 9827460294   |   | 09/25/98
|"                                 |  | 9835760332   |   | 12/18/98
|"                                 |  | 9901360322   |   | 01/08/99
|Los Angeles County, CA Recorder   |  | 98 1866216   |   | 10/13/98
|Georgia Secretary of State        |  | 441997012494 |   | 12/12/97
|North Carolina Secretary of State |  | 001518228    |   | 11/21/97
|"                                 |  | 001518229    |   | 11/21/97
|Utah Secretary of State           |  | 95-561133    |   | 04/10/97

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