Exhibit 10.31

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of October 10, 2002, by and
among Tabin Corporation, an Illinois corporation (the "Company" or "Seller"), and En Pointe Technologies
Sales, Inc., a Delaware corporation (the "Purchaser").

R
E C I T A L S

WHEREAS,
the Company is in the business of selling personal computer products to corporate end users (the "Business"); and

WHEREAS,
Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from Seller, substantially all of the intangible assets of Seller and certain inventory and
tangible assets of Seller, but excluding any and all liabilities of Seller, except as otherwise expressly set forth in Section 1.4 hereof.

NOW,
THEREFORE, for and in consideration of the premises and mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by each of the parties, and intending to be legally bound, the parties agree as follows:

A
G R E E M E N T

ARTICLE I
PURCHASE AND SALE OF ASSETS AND PURCHASE PRICE

1.1Purchase and Sale of Assets.Subject to the terms and conditions of this Agreement, on the Closing Date (as
defined in Section 2.1 below), Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase, accept and assume, all of Seller's right, title and
interest in and to, all of the intangible assets owned by Seller and used or useful in the operation of the Business (except for the Excluded Liabilities (as defined in Section 1.5 below)) and
certain tangible assets and inventory of Seller set forth onSchedule 1.1(g)and Schedule 1.1(h), respectively, attached hereto, free and clear
of all Liens (as defined in Section 3.10(d) below, subject to Sections
2.3(a)(x) and 2.3(a)(xi) below), including, without limitation, the following and, in any case, excluding the Excluded Assets (as defined in Section 1.6 below) (collectively, the
"Purchased Assets"):



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1.2Purchase Price and Use; Earn Out.(a) The aggregate initial purchase price to be paid for the
Purchased Assets (the "Purchase Price") to the Company shall be equal to the sum of: (x) $1,000,000 for intangible assets; (y) $145,000
for the tangible assets set forth onSchedule 1.1(g); and (y) an amount for inventory to be agreed upon by Purchaser and Seller and listed
onSchedule 1.1(h)attached hereto, to be paid as follows: (i) the sum of $845,000 plus the amount for inventory to be agreed upon by
Purchaser and Seller and listed onSchedule 1.1(h)attached hereto shall be paid in cash by bank cashier's check or certified check or by wire
transfer to the Company at the Closing (as defined in Section 2.1 below); (ii) $300,000 shall be paid to the Company pursuant to the terms and conditions of a four-month
Promissory Note in substantially the form ofExhibit Aattached hereto, executed and delivered to the Company (the
"Closing Note"), which shall be guaranteed by En Pointe Technologies, Inc. pursuant to a Guaranty in the form ofAnnex
Iattached to the Closing Note (the "Parent Guarantee"), subject to adjustment pursuant to Section 1.3(c); provided,
however, that Seller is required to immediately use such portion of the cash component of the Purchase Price received at Closing as is necessary to pay in full all indebtedness of the Company (except
as otherwise noted and except to the extent that such indebtedness has already been paid in full prior to the Closing Date) owed to (i) LaSalle Bank, N.A. (partial repayment only);
(ii) IBM Credit Corp.; (iii) Deerbart Financial Services Co.; and (iv) Ingram Micro in order to cause the release by each of such creditors of all liens,
encumbrances and security interests of each of such creditors against any of the Purchased Assets (which may, at Purchaser's option, be paid directly by Purchaser out of the cash component of the

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Purchase Price to be paid to Seller at Closing, as contemplated pursuant to Section 2.3(vii) below, with the remainder, if any, paid to Seller).



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1.3Purchase Price and Earn-Out Compensation Offsets and Adjustments.



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1.4Assumed Contracts.Purchaser shall assume on the Closing Date, in respect of liabilities of the Company,
only (i) the performance of the obligations of the Company under those contracts, documents and agreements identified onSchedule 1.4attached hereto (the "Assumed
Contracts") (subject to obtaining the prior written consent to such assumption by the third
parties to such contracts and agreements, if required), except to the extent any such obligations are in default that has occurred as of or is continuing on the Closing Date, and (ii) the
performance obligations of the Company with respect to deferred revenue balances which represent retainers paid by customers on current service revenue engagements (but only those with respect to
Purchased Assets).

1.5Excluded Liabilities.Except as specifically set forth in Section 1.4, Seller retains, and Purchaser
shall not assume, any Liabilities (as defined in Section 3.8 below) directly or indirectly arising out of or related to the Business or the Purchased Assets (the
"Excluded Liabilities"), including, but not limited to, (i) the items listed onSchedule 1.5attached hereto, (ii) any Liabilities that are
not disclosed to Purchaser on the schedules hereto, and (iii) any failure by the Company to collect any and all
sales, use and other similar taxes incurred as a result of the Company's operation of the Business or ownership of the Purchased Assets prior to the Closing Date and/or pay such sales, use and other
similar taxes to the appropriate tax depositories or collecting authorities when due, or withhold or collect from each payment to each of the Company's employees prior to the Closing Date the amount
of all taxes required to be withheld or collected therefrom and/or pay such taxes to the appropriate tax depositories or collecting authorities when due.

1.6Excluded Assets.Notwithstanding anything to the contrary in the foregoing, Seller shall retain, and
Purchaser shall not assume, Seller's interest in WiTH described in Schedule 3.6 attached hereto, Seller's management arrangement with 619 S. LaSalle, LLC referred to in Schedule 3.6attached
hereto, the right to use the tradename "Tabin" or "Tabin Corporation" (including the rights to the registered service marks
set forth onSchedule 3.12attached hereto) or any personal property of Joshua Tabin not directly associated with and necessary to the conduct of
the Business (consisting primarily of antique furniture which is not being used as office furniture, throw rugs and personal effects of Joshua Tabin at the Company's offices in Chicago, Illinois),
computer software of the Company, cash and accounts receivable of the Company existing as of the Closing Date, any advances made to, draws by or notes receivable from any employees of the Company
existing as of the Closing Date, the originals of

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the corporate charter and minute books of the Company and the rights of Seller under this Agreement and the Related Agreements (as defined in Section 3.3 below) (the
"Excluded Assets").

1.7Allocation; Cooperation with Respect to Tax and Legal Impact.The allocation of the Purchase Price shall be
as follows: (1) intangible assets$1,000,000; (2) inventoryas set forth onSchedule 1.1(h)attached
hereto; and (3) other fixed tangible assets$145,000, as set forth onSchedule 1.1(g)attached hereto. Inventory that is in
good and usable condition (as determined by Purchaser in its sole discretion) and available for immediate sale will be purchased in the Purchaser's sole discretion at the Closing at current prices as
determined by Purchaser in its sole discretion. Other inventory will be purchasable as sold at a price to be determined by Purchaser in its sole discretion. Any and all purchases of any inventory are
at the discretion of Purchaser, and Seller shall have the right to exclude all or part of any inventory from this transaction and sell same on its own. The value/price of inventory will be mutually
agreed upon prior to Closing and set forth inSchedule 1.1(h)prior to Closing. The allocation of the Purchase Price shall comply with the
requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"). Purchaser and the Company each agrees to file IRS
Form 8594, and all federal, state, local and foreign tax returns and filings, in accordance with the allocation set forth onSchedules 1.1(g)and 1.1(h). Without in any way limiting the foregoing and subject to the requirements of applicable law, Purchaser and the Company agree to otherwise
cooperate in good faith to mitigate income tax consequences and negative legal consequences to the parties arising from the consummation of this transaction, provided that there is no impact to the
Purchase Price or adverse impact on any of the parties.

ARTICLE II
CLOSING

2.1Closing.The closing (the "Closing") of the transactions
contemplated by this Agreement will be held on or prior to September 30, 2002 (the "Closing Date") at 10:00 a.m. at the offices of
Rutan & Tucker, 611 Anton Boulevard, Suite 1400, Costa Mesa, California 92626, or at such other time, date or location as the parties hereto may mutually agree upon.

2.2Purchaser Deliveries.At the Closing, the Purchaser shall deliver to the Company:



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2.3Seller Deliveries and Actions.



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2.4Further Assurances.From time to time after the Closing, and without further consideration, the Company
shall execute and deliver such other instruments of conveyance, assignment, transfer and delivery, and take such other actions as the Purchaser may reasonably request in order more effectively to
transfer to the Purchaser, and to place the Purchaser in possession or control of, the Purchased Assets, including without limitation the Company IP, intended to be transferred hereunder, to
reasonably assist in the collection of any and all such Purchased Assets and all rights associated

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therewith, and to enable the Purchaser to exercise and enjoy all of the rights and benefits with respect thereto.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Purchaser that the following representations and warranties are true and correct on and as of the date hereof:

3.1Corporate Existence.The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Illinois and has full corporate power and authority to conduct its business as it is now being conducted and to own or lease all of its properties and assets. The
Company is not required to be qualified or licensed to do business as a foreign corporation in any other jurisdiction where the ownership of its property or assets or the conduct or nature of the
Business would require such qualification or license, except where the failure to so qualify will not result in a material adverse effect on the Business or the Company's financial condition. The
Company has previously delivered to Purchaser true and complete copies of its Articles of Incorporation, as amended, and Bylaws, as amended, as in effect on the date hereof.

3.2Capitalization; Share Ownership.The authorized capital stock of the Company consists solely of 1,000,000
shares of Common Stock, with par value, of which 1,000 shares are currently issued and outstanding, all of which shares are owned of record and beneficially by Joshua Tabin, which shares constitute
all of the issued and outstanding capital stock of the Company. All of such shares are validly issued, fully paid and nonassessable, and such shares have been so issued in material compliance with all
federal and applicable state securities laws. Except as set forth onSchedule 3.2,there are no outstanding subscriptions, options, rights,
warrants, convertible securities or other agreements or commitments obligating the Company to issue or to transfer from treasury any additional shares of its capital stock of any class. Except as set
forth onSchedule 3.2,there are no outstanding stock appreciation rights or any similar rights entitling any person to any payment based on the
value of the Company or its capital stock. Except as set forth onSchedule 3.2,no other entity or person has any right, title or interest,
beneficially or of record, in or to any securities of the Company.

3.3Authority.The Company has full power and authority to enter into this Agreement and the other agreements
referred to herein to which it is a party (collectively, the "Related Agreements"), to perform its obligations hereunder and thereunder and to carry out
the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Agreements, the performance by the Company of its obligations hereunder and thereunder
and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all corporate, shareholder and other actions on the part of the Company required by applicable
law, the Company's Articles of Incorporation, as amended, or Bylaws, as amended, or otherwise. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it
in accordance with its terms, except (i) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors'
rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.

3.4No Violation.Neither the execution and delivery of this Agreement nor the performance by the Company of its
obligations hereunder or under any of the Related Agreements nor the consummation of the transactions contemplated hereby will (a) contravene any provision of the Articles of Incorporation or
Bylaws of the Company; (b) violate, be in conflict with, constitute a default under, permit the termination of, cause the acceleration of the maturity of any debt or obligation of the Company
under, require (except as disclosed onSchedule 3.5hereto) the consent of any other party to,

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constitute a breach of, create a loss of a material benefit under, or result in the creation or imposition of any Lien, upon any property or assets of the Company under, any mortgage, indenture,
lease, contract, agreement, instrument or commitment to which the Company is a party or by which it or any of its assets or properties may be bound; (c) to the knowledge of the Company, after
due inquiry and reasonable investigation, violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority to which the Company or the Business is
subject or by which the Company or any of its assets or properties are bound; or (d) create a claim of diversion of corporate opportunity against any director of the Company that could
reasonably be expected to have a material adverse effect on the Company or the Business.

3.5Consents and Approvals.Except as set forth onSchedule 3.5hereto, no consent, approval or authorization of, or
declaration, filing or registration with, any governmental or regulatory authority or any other third party is required to
be made or obtained by the Company in connection with the execution, delivery or performance of this Agreement or any of the Related Agreements by the Company.

3.6Subsidiaries.Except as set forth onSchedule 3.6hereto, the Company does not own, either directly or indirectly,
any interest or investment (whether equity or debt) in any corporation, partnership, limited liability company,
business, trust, or other entity.

3.7Financial Statements.The Company has delivered to the Purchaser the unaudited balance sheet of the Company
as of July 31, 2002 and the related statements of revenues, profit and loss and Gross Profit Margin for the three-month period then ended, and the unaudited balance sheet of the Company as of
December 31, 2001 and 2000 and the related statements of revenues, profit and loss and Gross Profit Margin for the fiscal year of Seller then ended, all of which have been internally prepared
or compiled by an outside accounting firm reasonably acceptable to Purchaser (all such financial statements are hereinafter collectively referred to as the "Financial
Statements"). The Financial Statements (i) were prepared or compiled from the books and records of the Company regularly maintained by management and used to prepare the
financial statements of the Company, (ii) to the knowledge of the Company, were prepared in accordance with generally accepted accounting principles consistently applied throughout the period
then ended and all periods prior to that period; (iii) are used by the Company in the ordinary conduct of the Business; and (iv) present completely, fairly and accurately the assets,
liabilities and financial position, results of operations and other information included therein of the Company for the period or as of the dates thereof, subject, where appropriate, to normal
year-end audit adjustments, in each case, to the knowledge of the Company, in accordance with generally accepted accounting principles consistently applied during the period covered.

3.8No Undisclosed Liabilities.To Seller's knowledge, the Company has, and on the Closing Date will have, no
debts, liabilities, commitments or obligations of any nature, absolute, accrued, contingent or otherwise (individually, a "Liability" and, collectively,
the "Liabilities"), other than those which (a) are fully reflected and reserved against in the Financial Statements, (b) have been
incurred since July 31, 2002 in the ordinary course of business in amounts and for terms consistent, individually and in the aggregate, with the past practice of the Company or (c) have
been specifically disclosed in the schedules hereto by reference to the specific section of this Agreement to which such disclosure relates.

3.9Absence of Certain Changes.Except as set forth onSchedule 3.9,since July 31, 2002, the Company has conducted
the Business only in the ordinary course and consistent with prior practice in all material respects and the Company has
not:



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3.10Title to Properties; Encumbrances.



3.11Leases.



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3.12Patents, Trademarks, Service Marks, Trade Names.The Company owns, or is licensed or otherwise has the full
right to use, all intellectual property rights, both registered and at common law, relating to the Business (including, without limitation, with respect to the Company IP), irrespective of where any
of the same were issued, whether pending or existing (collectively, the "Intellectual Property"), and set forth on Schedule 3.12,including, without
limitation, all: United States and foreign patents or any description and applications therefor; registrations
of trademarks, service marks and of other marks, registrations of trade names, labels, logos, trading styles or other trade rights, registered user entries, and applications for any such registrations
or entries; United States and foreign copyrights, copyright registrations and applications therefor; United States and foreign trademarks and other marks, trade names, labels and other trade rights,
whether or not registered, and applications therefor; trade secrets,
know-how, inventions, discoveries, improvements, engineering or other drawings, designs, processes and formulae, whether patented or patentable or not; customer lists, technical data,
marketing information and plans, software and software documentation source codes; URL addresses and all other Internet and World Wide Web addresses and designations issued or granted to the Company
by Network Solutions, Inc. and any other appropriate foreign, federal, state or local entity, authority or agency; any other proprietary information or intangible rights related in any way to
the Business (including, without limitation, with respect to the Company IP); shop rights, license agreements and other agreements relating in whole or in part to any of the foregoing; and all claims
and causes of action on behalf of the Company or against third parties relating to any of the foregoing, including claims and causes of action for past infringement of the Intellectual Property. Schedule 3.12contains a true and complete list of (a) the material Intellectual Property used by the Company in connection with the
conduct of the Business, all applications therefor and all licenses and other agreements relating thereto and (b) all agreements relating to technology, know-how or processes which
the Company is licensed or authorized to use by others or which the Company licenses or authorizes others to use in connection with the conduct of the Business. The Company has (i) the sole and
exclusive right to use the patents, trademarks, service marks, trade names, copyrights, technology, know-how and processes described onSchedule 3.12,and except as disclosed onSchedule 3.12orSchedule 3.5,no
consent of any third party is required for the use of the Intellectual Property by the Purchaser upon the consummation of the transactions contemplated hereby or, if any such consent shall be
necessary, such consent shall have been obtained prior to the Closing Date. Except as set forth onSchedule 3.12,no claims have been asserted by
any person to the use any of the items of Intellectual Property or challenging or questioning the validity or effectiveness of any such license or agreement, and the Company knows of no valid basis
for any such claims. Except as set forth onSchedule 3.12,the Company has no notice that the use of the Intellectual Property by the Company
infringes on the rights of any other person or entity. Each item of Intellectual Property owned by the Company is, if registered, filed or issued, then duly and properly registered, filed or issued in
the appropriate office and jurisdiction for such registration, filings or issuance. Each license, contract or other agreement to which the Company is a party pertaining to any item of Intellectual
Property owned, used or available for use by the Company in the conduct of the Business is in full force and effect. With respect to each such license, contract or other agreement to which the Company
is a party, there is no payment past due and not paid and no default (or event which, with or without notice, lapse of time or both, would constitute a default) by any party thereto.

All
of the Intellectual Property developed or solely and exclusively owned by the Company was developed solely and exclusively by employees of the Company and under the direction and
supervision of Company personnel, provided, that if any of such Intellectual Property was developed by any person other than an employee of the Company, such person has executed and delivered to the
Company an

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agreement in writing pursuant to which such person has transferred to the Company all of the rights, title and interest such person has or may have in such Intellectual Property and a copy of such
written agreement will be made available to Purchaser upon request.

3.13Litigation.There are no actions, claims or proceedings to which the Company is a party (individually, an
"Action" and, collectively, "Actions"), including, without limitation, Actions for personal injury,
products liability, wrongful death or other tortious conduct, or breach of warranty arising from or relating to materials, commodities, products or goods used, transferred, processed, manufactured,
sold, distributed or shipped by the Company (a) involving or relating to the Company, or any its assets, properties or rights, or (b) pending, or, to the Company's knowledge, threatened,
against
the Company, or any of its assets, properties or rights, before any court, arbitrator or administrative or governmental body. There is no Action pending, or, to the Company's knowledge, threatened,
against the Company, or any of its assets, properties or rights, before any court, arbitrator or administrative or governmental body, which questions or challenges the validity of this Agreement or
any Action taken or proposed to be taken by the Company pursuant to this Agreement or in connection with the transactions contemplated hereby. To the Company's knowledge, no state of facts exists or
has existed which would reasonably be expected to constitute grounds for the institution of any Action against the Company or against any assets, properties or rights of the Company which would
adversely affect the Business or the Company. The Company is not subject to any judgment, order or decree entered in any lawsuit or proceeding which has affected, or which can reasonably be expected
to affect, the Company's business practices or its ability to acquire any property or conduct the Business in any way.

3.14Insurance.Schedule 3.14sets forth a true and
complete list and description of (a) all of the Company's self-insurance practices and items covered by such self-insurance and (b) all policies of fire,
liability, worker's compensation and other forms of insurance owned or held by the Company. No installment premiums are due under the policies set forth onSchedule 3.14or, if installment premiums
shall be due and owing under such policies prior to the Closing Date, such premiums shall have been paid prior to the Closing Date. All such
policies are in full force and effect, insure against risks and liabilities to the extent and in the manner deemed appropriate and sufficient by the Company in its reasonable business judgment, and
will remain in full force and effect through the Closing Date, and the Company has not received any notice of cancellation with respect thereto. To the Company's knowledge, the Company is not in
default with respect to any provision contained in any such policy and has not failed to give any notice or present any claim under any such policy in due and timely fashion.

3.15Contracts and Commitments.



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3.16Suppliers and Customers.



3.17Employee Benefit Plans.



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3.18Employment Law Matters.



3.19Environmental Matters.The Company is in compliance in all material respects with all federal, state and
local environmental laws, rules, regulations, standards and requirements, including, without limitation, those respecting hazardous materials and substances (including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. sec. 9601,et. seq.;the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. sec. 6901.et. seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C sec. 1251,et.
seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. sec. 9601,et. seq.; the Emergency Planning and Community Right to
Know Act, 42 U.S.C. sec. 11001,et. seq.; the Safe Drinking Water Act, 42 U.S.C. sec. 300f,et. seq.;
the Solid Waste Disposal Act, as amended; and all comparable state and local laws; and any common law (including without limitation common law that may impose strict liability) that may impose
liability or obligations for injuries or damages to, or threatened as a result of, the present

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of or exposure to any hazardous materials or substances) (collectively, "Environmental Laws"). There is no Action pending before any court,
governmental agency or board or other forum or threatened by any person or entity (i) for noncompliance by the Company with any Environmental Law, or (ii) relating to the release into
the environment by the Company of any pollutant, toxic or hazardous material or waste generated by the Company, whether or not occurring at or on a site owned, leased or operated by the Company. To
the Company's knowledge, there has been no spill, discharge, leak, emission, injection, disposal, escape, dumping or release of any kind on, beneath or above the facilities occupied or used by or
leased to the Company in Chicago, Illinois (the "Property") or into the environment surrounding such Property of any hazardous materials or substances in violation of any Environmental
Law or requiring any remedial action. The Company has all permits, registrations, approvals and licenses required by any governmental agency under any Environmental Law to be obtained by the Company
in connection with the conduct of the Business of the Company as presently conducted.

3.20Compliance with Laws.The Company has not been charged with, and, to the Company's knowledge, after due
inquiry and reasonable investigation, the Company is not threatened with or under any investigation with respect to, any charge concerning any violation of any provision of any federal, state, local
or foreign law, regulation, ordinance, order or administrative ruling affecting the Business or the Company, and the Company is not in default with respect to any order, writ, injunction or decree of
any court, agency or instrumentality affecting the Business or the Company. The Company (a) is not in violation in any material respect of any federal, state, local or foreign law, ordinance or
regulation or any other requirement of any governmental or regulatory body, court or arbitrator applicable to the Business or the Company, or (b) would not, to the Company's knowledge, after
due inquiry and reasonable investigation, be in violation in any material respect of any such law, ordinance, regulation or other requirement that has been enacted or adopted but is not yet effective
if it were effective at the date hereof. The Company has not made any illegal payment to officers or employees of any governmental or regulatory body or made any payment to customers of the Company
for the sharing of fees or to customers or suppliers of the Company for the rebating of charges, or engaged in any other similar reciprocal practices, or made any illegal payment or given any other
illegal consideration to purchasing agents or other representatives of customers of the Company in respect of sales made or to be made by the Company. Without limiting the generality of the foregoing,
the Company is in compliance in all material respects with the Export Administration Act (50 U.S.C. sections 2401-2420 (1979)) and the Foreign Corrupt Practices Act of 1977, and all
respective rules and regulations promulgated thereunder. Without limiting the generality of the foregoing, the Company is in compliance in all material respects with all rules and regulations
promulgated by the Occupational Safety and Health Administration ("OSHA"). The Company has previously made available to the Purchaser a true and
complete copy of the Company's most recent inspection report or reports, if any, relating to compliance with OSHA rules and regulations.

3.21Licenses, Permits and Authorizations.The Company has all material licenses, permits, authorizations,
approvals, consents, franchises and orders required for the conduct and operation of its business as presently conducted (individually, a "Permit" and,
collectively, the "Permits") and the use and ownership or leasing of its properties and assets as currently operated, used, owned or leased. All of the
Permits are valid, in full force and effect and in good standing. No violations have been recorded in respect of any such Permit.Schedule 3.21contains a true and complete list and description of
all the Permits and the Company has previously made available to the Purchaser true and complete copies of all such Permits
identified inSchedule 3.21and in effect as of the date hereof. There is no claim or Action pending, or, to the best of the Company's knowledge,
threatened, which disputes the validity of any such Permit or threatens to revoke, cancel, suspend or limit any such Permit.

3.22Accounts Receivable.All accounts receivable of the Company shown on the July 31, 2002 Financial
Statements and all accounts receivable created after July 31, 2002, subject to reserves created

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in the ordinary course of business on a basis consistent with the past practices and policies of the Company and otherwise in accordance with generally accepted accounting principles, (a) have
been collected, or (b) are valid and arose from bona-fide sales to third parties in the ordinary course of
business, and are current and, to the knowledge of the Company, substantially all of such accounts receivable are collectible within ninety (90) days after the Closing Date at the aggregate
recorded amounts thereof on the books of the Company and are not subject to any counterclaims or setoffs and have not been encumbered or sold.

3.23Property of Others.To the Company's knowledge, no shortage exists in (a) any inventory of raw
material, work-in-process or finished goods owned by customers or suppliers of the Company and stored upon the Company's premises or otherwise, or (b) any other item of
personal property owned by another for which the Company is accountable to another.

3.24Transactions with Affiliates.Schedule 3.24describes all agreements and understandings to which the Company is or
has been subject which provide for or reflect the sale by the Company to, or the purchase by the Company
from, any Affiliate (as defined below) of the Company of any goods, equipment or services. The termination of any such agreement or understanding would not have a material adverse effect on the
Business, operations, prospects or condition (financial or otherwise) of the Company.

When
used in this Agreement, "Affiliate" or "Affiliates" shall mean, with respect to any
individual, partnership, corporation, limited liability company, association, business trust, joint venture, governmental entity or other entity of any nature
("Person"), any Person that controls, is controlled by, or is under common control with, such Person.

3.25Condition of Tangible Assets.The Purchased Assets, including, without limitation, inventory, machinery,
equipment, vehicles, furniture, plants and buildings, are in good operating condition and repair (ordinary wear and tear excepted) and are adequate for the uses to which they have been put by the
Company in the ordinary course of business, except for parts or repairs of an immaterial nature in the aggregate, and the Company has not received any notice that any of such facilities or assets is
in need of substantial maintenance or repair.

3.26Tax Returns and Payments.All of the tax returns and reports of the Company required by law to be filed
have been duly filed and all taxes shown as due thereon have been paid. There are in effect no waivers of the applicable statutes of limitations for any federal, state, local or foreign taxes for any
period. The provisions of this Section 3.26 shall include, without limiting the generality of this Section 3.26, all reports, returns and payments due under all federal, state, local or
foreign laws or regulations relating to income, sales, use, payroll, franchise, withholding, real property or personal property taxes, unemployment insurance, social security, worker's compensation
and other obligations of the same or of a similar nature. To the Company's knowledge, the Company does not have any liability for any federal, state, local or foreign income, sales, use, withholding,
payroll, franchise, real property or personal property taxes, assessments, amounts, interest or penalties of any nature whatsoever other than as shown on the July 31, 2002 Financial Statements
and there is no basis for any additional claim or assessment other than with respect to liabilities for taxes which may have accrued since the date of the July 31, 2002 Financial Statements in
the ordinary course of business and reserved against on the books and records of the Company compiled in accordance with accounting principles generally accepted in the United States of America which
have been consistently applied to the Closing
Date. To the knowledge of the Company, the provisions for taxes reflected in the July 31, 2002 Financial Statements are adequate for federal, state, county and local taxes for the period ended
on December 31, 2001 and for all prior periods, whether disputed or undisputed. There are no present disputes about taxes of any nature payable by the Company. The Company has never filed, and
will not file on or before the Closing Date, any consent under Section 341(f) of the Code. The Company's tax returns have never been audited by any taxation authority. The Company has paid to
the proper

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authorities all customs, duties and similar or related charges required to be paid by it with respect to the importation or exportation of goods into or out of the United States.

3.28Broker's and Finder's Fees.The Company is not a party to, or in any way obligated to make any payment
relating to, any contract or outstanding claim for the payment of any broker's or finder's fee in connection with the origin, negotiation, execution or performance of this Agreement or the
consummation of the transactions contemplated hereby for which the Purchaser could become liable.

3.29Disclosure of Confidential Information.The Company has fully disclosed, or will disclose on or before the
Closing Date, to the Purchaser, all processes, inventions, methods, formulae, plans, drawings, customer lists, secret information and know-how (whether secret or not) known to it or usable
by it in connection with the Business (including, without limitation, with respect to the Company IP).

3.30Disclosure.No representation or warranty in this Agreement (including, without limitation, the Schedules
hereto) contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements herein or therein not misleading.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Company as follows:

4.1Existence.The Purchaser is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has full corporate power and authority to conduct its business as it is now being conducted.

4.2Power and Authority.The Purchaser has full power and authority to enter into this Agreement, perform its
obligations hereunder and carry out the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by the Purchaser of its obligations hereunder and the
consummation of the transactions contemplated hereby have been duly authorized by all corporate action on the part of the Purchaser required by applicable law, its Certificate of Incorporation, as
amended, or Bylaws, as amended, or otherwise. This Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except
(i) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and (ii) that the
remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be
brought.

4.3No Violation.Neither the execution and delivery of this Agreement nor the performance by the Purchaser of
its obligations hereunder nor the consummation of the transactions contemplated hereby will contravene any provision of the Articles of Incorporation, as amended, or Bylaws, as amended, of the
Purchaser or violate, or be in material conflict with, or constitute a material default under, permit the termination of, constitute a material breach of, create a loss of a material benefit under or
upon any property or assets of the Purchaser under, any material agreement, instrument or commitment to which the Purchaser is a party.

4.4Litigation.Except as otherwise described in any filings made by Purchaser with the Securities and Exchange
Commission pursuant to the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, there is no Action pending, or, to Purchaser's knowledge, threatened, against
Purchaser, or any of its assets, properties or rights, before any court, arbitrator or administrative or governmental body, which questions or challenges the validity of this Agreement or any Action
taken or proposed to be taken by Purchaser pursuant to this Agreement or in connection with the transactions contemplated hereby. To Purchaser's knowledge, no state of facts exists or has existed
which would reasonably be expected to constitute grounds for the institution of any Action

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against Purchaser or against any assets, properties or rights of Purchaser which would materially and adversely affect the Business. Purchaser is not subject to any judgment, order or decree entered
in any lawsuit or proceeding which has materially affected, or which can reasonably be expected to materially affect, the Business or its ability to conduct the Business in any way.

4.5Broker's and Finder's Fees.Purchaser is not a party to, or in any way obligated to make any payment
relating to, any contract or outstanding claim for the payment of any broker's or finder's fee in connection with the origin, negotiation, execution or performance of this Agreement or the
consummation of the transactions contemplated hereby.

ARTICLE V
CERTAIN OBLIGATIONS OF THE PARTIES PRIOR TO CLOSING

The Company and the Purchaser hereby covenant as follows:

5.1Access Prior to the Closing.The Company shall afford the Purchaser and its counsel, accountants, investment
bankers, investors and other authorized agents and representatives (its "Advisors") reasonable access during normal business hours upon reasonable prior
notice to the Company's properties, books, records and personnel in order that the Purchaser and its Advisors may have the opportunity to make such reasonable investigations as they shall desire to
make of the affairs of the Company. The Company shall furnish, or shall cause its accountants to furnish, such additional financial and operating data and other information as the Purchaser or its
Advisors shall from time to time reasonably request, including, without limitation, all financial and operating data as shall be necessary for verification of the accuracy of the Financial Statements.
The Company shall, upon the reasonable request of the Purchaser, assist the Purchaser and its Advisors in contacting and communicating with suppliers, customers, employees and Advisors of the Company.

5.2Confidentiality Prior to the Closing.Except as required by law or any securities exchange, each party
hereto shall, and shall cause its officers and Advisors to, hold in strict confidence, and not disclose to others (except its Advisors) for any reason whatsoever, without the prior written consent of
the other party, any nonpublic information received by it from the other party in connection with the transactions contemplated hereby and will not use such information for any purpose in the event
that no Closing occurs under this Agreement. No party hereto shall communicate, directly or indirectly, to any third party other than their respective employees, agents and Advisors any of the terms,
conditions and other aspects of this Agreement and the negotiation and preparation hereof until the Closing has occurred or the negotiations between the parties have terminated.

5.3Conduct Prior to Closing Date.Except as otherwise contemplated by this Agreement or permitted by the prior
written consent of the Purchaser, but without making any commitment on the Purchaser's behalf, prior to the Closing Date the Company shall:



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5.4Prohibited Transactions Prior to Closing Date.Except as otherwise contemplated by this Agreement or
permitted by the prior written consent of the Purchaser, prior to the Closing Date the Company shall not:



5.5Employee and Customer Retention.



5.6Cooperation.Each party shall use its reasonable efforts to cause the transactions contemplated by this
Agreement to be consummated. In this regard, and without limiting the generality of the foregoing, the Company shall use reasonable efforts to obtain all consents and approvals of third parties listed
onSchedule 3.5,and make all filings with and give all notices to government agencies and

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third parties which may be necessary or reasonably required in order to consummate the transactions contemplated by this Agreement. The Company shall give prompt notice to the Purchaser, after
receipt thereof by the Company, of (i) any notice of, or other communication relating to, any default or event which, with notice or the lapse of time or both, would become a default under any
indenture, instrument or agreement material to the Company or the operations, condition (financial or otherwise) or prospects of the Company, to which the Company is a party or by which the Company or
its assets or properties are bound, and (ii) any notice or other communication from or to any third party alleging or stating that the consent of such third party is or may be required in
connection with the transactions contemplated by this Agreement.

5.7Exclusive Negotiations.The Company acknowledges that Purchaser has devoted and will devote time and incur
substantial expense in connection with conducting the business, financial and legal due diligence investigations and drafting and negotiating this Agreement and all of the other Related Agreements. In
recognition of such investment by Purchaser, the Company agrees that until the earlier of September 30, 2002, or the date on which Purchaser notifies the Company in writing of its election to
not proceed any further with this transaction, the Company, directly or indirectly, through any officer, director, employee, agent or otherwise, shall not (i) solicit, initiate or encourage
submission of proposals of offers from any Person or group relating to any acquisition, purchase or option to purchase the outstanding stock or the assets of the Company, or any equity interest in the
Company, or any merger, consolidation or business combination with the Company, or (ii) furnish to any person or entity any information with respect to any of the foregoing.

5.8Bulk Sales Act.The Company and Purchaser each hereby waive compliance with the California Bulk Sales Act or
any similar law of any other jurisdiction, to the extent that it may be applicable to the transactions contemplated hereby.

5.9Risk of Loss.The Company shall retain all risk of condemnation, destruction, loss or damage due to fire or
other casualty with respect to the Purchased Assets from the date of this Agreement until the Closing. If the condemnation, destruction, loss or damage is such that the operation of the Business is
materially interrupted or curtailed or any of the Purchased Assets are materially affected, then Purchaser shall have the right to terminate this Agreement on written notice to the Company. If
Purchaser nonetheless elects to close, the Company shall immediately remit all net condemnation proceeds or third party insurance proceeds to Purchaser and the consideration set forth in
Section 1.2 shall be adjusted at Closing to reflect such condemnation, destruction, loss or damage to the extent that insurance or condemnation proceeds are not sufficient to cover such
condemnation, destruction, loss or damage.

ARTICLE VI
CONDITIONS TO THE PURCHASER'S OBLIGATIONS

Each and every obligation of the Purchaser under this Agreement to be performed on or before the Closing Date shall be subject to the satisfaction, on or before
the Closing Date, of each of the following conditions:

6.1Representations and Warranties True.The representations and warranties of the Company contained herein, in
the Schedules and Exhibits hereto and in all certificates and other documents delivered by the Company to the Purchaser pursuant hereto shall be true and accurate in all material respects as of the
date of this Agreement and as of the Closing Date with the same effect as if made on and as of the Closing Date and the Company shall have delivered to Purchaser a Certificate of the Secretary of the
Company certifying to such effect. The Company shall not have done or permitted to occur any of the things referred to in Section 3.9 and the representations and warranties contained therein
shall be true and accurate in all material respects on and as of the Closing Date.

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6.2Performance.The Company shall have performed and complied in all material respects with all agreements,
obligations and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date, including, without limitation, those referred to in Article Vand the
Company shall have delivered to Purchaser a Certificate of the Secretary of the Company certifying to such effect.

6.3Consents.All filings with and consents from government agencies and third parties required to consummate
the transactions contemplated hereby, shall have been obtained by the Company, unless the failure to obtain any such consent or make any such filing would not have an adverse effect on the assets,
properties, business, condition (financial or otherwise) or prospects of the Company or the transactions contemplated hereby, or except to the extent that making any such filing or obtaining any such
consent has been waived in writing by the Purchaser.

6.4Financial Condition.In Purchaser's reasonable judgment, there shall have been no material adverse affect on
the business or financial condition of the Company between the date hereof and the Closing Date.

6.5Documents and Actions.The Company shall have executed and delivered to the Purchaser this Agreement and the
other Related Agreements and shall have taken the actions contemplated by Section 2.3 hereof.

6.6Proceedings.All corporate and other proceedings in connection with the transactions contemplated by this
Agreement, and all documents incident thereto, shall be in form and substance reasonably satisfactory to the Purchaser and its counsel, and the Purchaser shall have received all such originals or
certified or other copies of such documents as it may reasonably request.

6.7Absence of Litigation.There shall be no Action pending or threatened before any federal, state or local
court, governmental agency or regulatory body which seeks (a) to invalidate or set aside, in whole or in part, this Agreement, (b) to restrain, prohibit, invalidate or set aside, in
whole or in part, the consummation of the transactions contemplated hereby or (c) to obtain substantial damages in connection therewith.

6.8Possession of Purchased Assets.The Company shall have fully transferred to the Purchaser physical
possession of all of the Purchased Assets except for any laptop or desktop personal computers and related peripheral equipment that are in the personal possession of employees of Seller that will be
hired by Purchaser.

6.9Employment by Purchaser of Certain Seller Employees.Each of the persons set forth on Schedule 2.2(v)attached
hereto shall have accepted employment with Purchaser on terms mutually acceptable to Purchaser and such person and shall
have executed and delivered to Purchaser a General Terms of Employment document provided to such person by Purchaser (a copy of which has previously been provided to Seller by Purchaser).

6.10Approval of Purchaser's Lenders.Consummation of the transactions contemplated hereby shall have been
approved by each of Foothill Capital Corporation and IBM Credit Corporation and consummation of such transactions does not and will not result in a default, breach or violation of any covenant made by
Purchaser in any of its agreements with Foothill Capital Corporation and IBM Credit Corporation.

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ARTICLE VII  CONDITIONS TO THE COMPANY?S OBLIGATIONS

Each
and every obligation of the Company under this Agreement to be performed on or before the Closing Date shall be subject to the satisfaction, on or before the Closing Date, of each
of the following conditions:

7.1Representations and Warranties True.The representations and warranties of the Purchaser contained herein
and in all certificates and other documents delivered by the Purchaser to the Company pursuant hereto or in connection with the transactions contemplated hereby shall be true and accurate in all
material respects as of the date of this Agreement and as of the Closing Date with the same effect as if made on and as of the Closing Date and Purchaser shall have delivered to the Company a
Certificate of the Chief Financial Officer of Purchaser certifying to such effect.

7.2Performance.The Purchaser shall have performed and complied in all material respects with all agreements,
obligations and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date, including, without limitation, those referred to in Article Vand
Purchaser shall have delivered to the Company a Certificate of the Chief Financial Officer of Purchaser certifying to such effect.

7.3Documents and Actions.The Purchaser shall have executed and delivered to the Company this Agreement and the
Related Agreements and shall have taken the actions contemplated by Section 2.2.

7.4Absence of Litigation.There shall be no Action pending or threatened before any federal, state or local
court, governmental agency or regulatory body which seeks (a) to invalidate or set aside, in whole or in part, this Agreement, (b) to restrain, prohibit, invalidate or set aside, in
whole or in part, the consummation of the transactions contemplated hereby or (c) to obtain substantial damages in connection therewith.

7.5Employment Agreements.Purchaser shall have executed and delivered an employment agreement with Josh Tabin,
in form and substance mutually acceptable to Purchaser and Josh Tabin, and Purchaser shall have executed and delivered an employment agreement with Zora Tabin, in form and substance mutually
acceptable to Purchaser and Zora Tabin.

ARTICLE VIII  CERTAIN TAX MATTERS AND POST-CLOSING COVENANTS

8.1Allocation of Tax Liability.Any personal property taxes with respect to the Purchased Assets that relate to
a tax period beginning before the Closing Date and ending after the Closing Date (a "Tax Overlap Period") shall be apportioned between the Company and
Purchaser on a per diem basis. Purchaser shall cause any required tax returns with respect to such personal property taxes to be filed for any Tax Overlap Period, and Purchaser shall pay, or cause to
be paid, all taxes shown as due on any such returns. The Company shall pay Purchaser the Company's pro rata share of any such taxes due pursuant to the filing of any such return within five
(5) business days after receipt of notice of such filing by Purchaser, which notice shall set forth in reasonable detail the calculations regarding the Company's pro rata share of such taxes.
Purchaser shall not be responsible for any taxes with respect to any real property or leases of real property.

8.2Cessation of Company Business.From and after the Closing Date, the Company shall cease to conduct any
Business of any kind or nature, other than paying for or otherwise duly providing for the full payment or performance of any and all Excluded Liabilities, pursuing the expedient collection of accounts
receivable and taking such other actions as may be necessary to wind-up the business and affairs of the Company and to liquidate and dissolve the Company. The Company agrees that it shall
not make any dividends or liquidating or other distributions of all or any portion of the Company's

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cash or other assets to or for the benefit of the shareholders of the Company until all of the Company's liabilities have been properly discharged, and in no event earlier than the date that is six
(6) months after the Closing Date.

8.3Collection of Accounts Receivable.Seller will have the right to collect and retain any and all accounts
receivable of the Company that were invoiced prior the Closing Date. Purchaser agrees to use its commercially reasonable efforts to aid Seller in collecting all accounts receivable invoiced by Seller
prior to the Closing Date and shall hold in trust for Seller's benefit, and remit promptly to Seller, any amount it receives with respect to such accounts receivable. Purchaser shall have the right to
bill and collect all accounts receivable arising out of or related to the performance of its obligations under the agreements, contracts and commitments constituting the Purchased Assets or otherwise
with respect to the Business on and after the Closing Date, and Seller shall not bill or collect, or attempt to bill or collect, for any accounts receivables arising out of or related to the
performance of the obligations under the agreements, contracts and commitments constituting the Purchased Assets or otherwise with respect to the Business on and after the Closing Date. Seller agrees
to reasonably cooperate with Purchaser in collecting such accounts receivable (provided, that Seller shall not be required to make any material out-of-pocket expenditures in
doing so) and shall hold in trust for Purchaser's benefit, and remit promptly to Purchaser, any amounts it receives for such accounts receivable. Prior to and after the Closing Date, the Company shall
direct all customers of the Company to make payments on all invoices issued by Purchaser on and after the Closing Date to an account designated by Purchaser for receipt of all accounts receivable of
the Business arising on and after the Closing Date. If any checks, cash or other monies or property of any kind with respect to such accounts receivable are received by the Company on or after the
Closing Date, the Company shall immediately endorse such checks and tender such cash and other monies or property to Purchaser and shall take any and all other actions and execute any and all other
agreements, documents and instruments as may reasonably be requested by Purchaser in order to effectuate or facilitate such endorsement, tender or transfer. Until their endorsement, transfer or tender
to Purchaser, all such checks, cash or other monies or property shall be deemed held in trust by the Company for the exclusive benefit of Purchaser.

8.4Books and Records; Audit Right.Unless otherwise consented to in writing by the Purchaser, the Company shall
not destroy, alter or otherwise dispose of any original books or records of the Company prior to the Closing Date without first offering to surrender such books and records to the Purchaser and shall
maintain such books and records in good condition in a reasonably accessible location. Upon reasonable prior notice, Purchaser's employees, agents and/or Advisors shall have access, at all reasonable
times, to all of the Company's personnel, books, records, correspondence, financial information, receipts, vouchers, financial accounts, data stored in computer files or any other media, and memoranda
of every description for the purpose of verifying Seller's compliance with the terms of this Agreement (including, without limitation, Section 8.3 above). Seller shall maintain in a reasonably
safe and secure manner and preserve such documents, supporting data and accounting records, etc. in a safe place for a period of two (2) years after the Closing Date and Purchaser's employees,
agents and/or Advisors shall have the right to reproduce any of these documents. Upon reasonable prior notice and at reasonable times, Purchaser will permit Seller and its Advisors access to
Purchaser's books, records, financial information, receipts, vouchers and financial accounts with respect to the Business for the purpose of verifying the data and calculations used in determining the
Earn-Out Compensation.

8.5Transfer Taxes.Purchaser and the Company shall each share equally and be equally responsible for the
payment of any and all transfer or sales taxes arising in connection with the consummation of the transactions contemplated hereby. In this regard, Purchaser shall pay, or cause to be paid, all such
transfer or sales taxes as due and the Company shall pay Purchaser the Company's share of any such taxes due within five (5) business days after receipt of notice of such payment by Purchaser.

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8.6Tabin URL.Upon the Closing Date and for a period of one year after the Closing Date, the Company will cause
the Tabin URL to redirect all Internet traffic to a URL to be determined by the Purchaser prior to the Closing Date and shall not use the Tabin URL for any other purpose. After such
one-year period, the Company or Joshua Tabin may use the Tabin URL solely for personal purposes of Joshua Tabin or to the extent such use will not breach any obligation of the Company
under this Agreement or any agreement of the Company or Joshua Tabin entered into in connection herewith.

8.7Full Release of Liens Against Purchased Assets.On or prior to October 31, 2002, Seller shall deliver
to Purchaser evidence satisfactory to Purchaser that the liens, encumbrances and security interests of each of (i) LaSalle Bank, N.A.; (ii) Deutsche Financial Services Corp.;
(iii) IBM Credit Corp.; (iv) Deerbart Financial Services Co./Mid America Bank; (v) Ingram Micro; and (vi) American National Bank and Trust with respect to any of the
Purchased Assets evidenced by UCC Financing Statements filed in any and all jurisdictions, together with any security agreements and other documents and instruments related thereto, and all
indebtedness, obligations and liabilities of any kind or nature whatsoever associated with such liens, encumbrances and security interests and such security agreements and other documents and
instruments related thereto have been fully and forever released and terminated (if and to the extent not released and terminated on or prior to the Closing Date), including, but not be limited to,
copies of UCC Termination Statements as filed in all jurisdictions necessary in order to terminate the UCC Financing Statements filed against Seller in any and all jurisdictions.

ARTICLE IX  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

9.1Survival of Representations and Warranties True.Notwithstanding (a) the making of this Agreement or
any Related Agreement, (b) any examination made by or on behalf of the parties hereto and (c) the Closing hereunder, (x) the representations and warranties of the Company and the
Purchaser contained in this Agreement, or in any document delivered pursuant to the provisions of this Agreement, shall survive the Closing for a period of 24 months, except for the
representations and warranties made inSection 3.10(Title to Properties; Encumbrances),Section 3.19(Environmental Matters) andSection 3.27(Tax Returns and Payments), which in each case shall survive until the
expiration of the applicable statute of limitations for the underlying cause of action plus six months and (y) the covenants and agreements required to be performed after the Closing or
pursuant toArticle Vof this Agreement (unless noncompliance with those covenants contained inArticle Vwas waived in writing at the Closing)
shall survive until fully performed or fulfilled. No action may be brought with respect thereto after such date; provided, however, that if, prior to such date, one party has notified the other party of
a claim for indemnity under this Article IX (whether or
not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article IX.

9.2Indemnification.



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ARTICLE X  TERMINATION

10.1Termination.This Agreement may be terminated at any time prior to the Closing Date:



10.2Effect of Termination.If this Agreement is terminated as expressly permitted under Section 10.1,
such termination shall be the sole remedy and this Agreement shall forthwith become void (except for Section 5.2 and Section 11.3) and there shall be no liability on the part of the
Company or the Purchaser or any of their respective Affiliates; provided, however, that if such termination shall result from the willful breach by a party hereto of its obligations under this
Agreement, such party shall be fully liable for any and all damages, costs and expenses sustained or incurred by the other party as a result of such breach. If this Agreement is terminated without a
Closing, the Company shall return promptly to the Purchaser all documents, work papers and other materials of the Purchaser furnished or made available to the Company or its Advisors, and all copies
thereof, and no such information, documents, work papers or other materials received by the Company shall be revealed to any third party or used for the advantage of the Company or any other party;
and the Purchaser shall return promptly to the Company all documents, work papers and other material of the Company furnished or made available to the Purchaser or its Advisors, and all copies
thereof, and no such information, documents, work papers or other materials received by the Purchaser shall be revealed to any third party or used for the advantage of the Purchaser or any other
party.

ARTICLE XI
MISCELLANEOUS PROVISIONS

11.1Public Announcements.Except as required by law and except as the Company and the Purchaser shall authorize
in writing, the parties hereto shall not, and shall cause their respective officers, directors, employees, Affiliates and Advisors not to, disclose any matter or matters relating to this transaction
to any person not an officer, director, employee, Affiliate or Advisor of such party.

11.2Amendment; Waiver.Neither this Agreement, nor any of the terms or provisions hereof, may be amended,
modified, supplemented or waived, except by a written instrument signed by the parties hereto (or, in the case of a waiver, by the party granting such waiver). No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. No failure of either party
hereto to insist upon strict compliance by the other party with any obligation, covenant, agreement or condition contained in this Agreement shall operate as a waiver of, or estoppel with respect to,
any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in a manner consistent with the requirements for a
waiver of compliance as set forth in this Section 11.2.

11.3Fees and Expenses.Except as otherwise provided in this Agreement, each of the parties hereto shall bear
and pay its own costs and expenses incurred in connection with the origin, preparation, negotiation, execution and delivery of this Agreement and the agreements, instruments, documents and
transactions referred to in or contemplated by this Agreement (whether or not such

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transactions are consummated) including, without limitation, any fees, expenses or commissions of any of its Advisors, attorneys, accountants, agents, finders or brokers. The Purchaser shall
indemnify the Company against any claims of third parties for any brokerage, finder's, agent's or similar fees or commissions in connection with the transactions contemplated hereby insofar as such
claims are alleged to be based on arrangements or contacts made by, to or with the Purchaser or its Advisors or representatives. The Company shall indemnify the Purchaser against all such claims
insofar as they are alleged to be based on arrangements or contacts made by, to or with the Company or its Advisors or representatives.

11.4Notices.



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11.5Assignment.This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party hereto
without the prior written consent of the other parties;provided, however, that the Purchaser may assign this Agreement to any of its Affiliates or any
entity who by merger, consolidation, purchase or sale subsequently acquires Purchaser or becomes an Affiliate without the prior consent of the Company if such Affiliate or entity agrees in writing to
assume all of Purchaser's obligations under this Agreement and to be subject to and bound by all of the terms and conditions hereof. Any assignment which contravenes this Section 11.5 shall be
voidab initio.

11.6Governing Law.This Agreement and the legal relations between the parties hereto shall be governed by and
construed in accordance with the internal laws of the State of California, without giving effect to the conflicts of laws principles thereof.

11.7Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same instrument.

11.8Headings.The headings contained in this Agreement are for convenience of reference only and shall not
constitute a part hereof or define, limit or otherwise affect the meaning of any of the terms or provisions hereof.

11.9Entire Agreement.This Agreement (which defined term includes the Schedules and Exhibits to this Agreement)
embodies the entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements, commitments, arrangements,
negotiations or understandings, whether oral or written, between the parties with respect thereto. There are no agreements, covenants, undertakings, representations or warranties with respect
to the subject matter of this Agreement other than those expressly set forth or referred to herein. This is an integrated agreement.

11.10Severability.Each term and provision of this Agreement constitutes a separate and distinct undertaking,
covenant, term and/or provision hereof. In the event that any term or provision of this Agreement shall be determined to be unenforceable, invalid or illegal in any respect, such unenforceability,
invalidity or illegality shall not affect any other term or provision of this Agreement, but this Agreement shall be construed as if such unenforceable, invalid or illegal term or provision had never
been contained herein. Moreover, if any term or provision of this Agreement shall for any reason be held to be excessively broad as to time, duration, activity or subject, it shall be construed, by
limiting and reducing it, so as to be enforceable to the extent permitted under applicable law as it shall then exist.

11.11No Third Party Beneficiaries.Nothing in this Agreement is intended, nor shall anything in this Agreement
be construed, to confer any rights, legal or equitable, in any Person (other than the parties hereto and their respective heirs, distributees, beneficiaries, executors, successors and assigns),
including, without limitation, any employee of the Company or any beneficiary of such employee.

11.12Arbitration.Any dispute arising out of this Agreement or the Closing Note, or the performance or breach
hereof or thereof, shall be resolved by binding arbitration under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration
Association (the "AAA"). This arbitration provision is expressly made pursuant to and shall be governed by the Federal Arbitration Act, 9 U.S.C.
Sections 1-14. The parties agree that pursuant to Section 9 of the Federal Arbitration Act, a judgment of a United States District Court shall be entered upon the award made
pursuant to the arbitration. A panel of three arbitrators, who shall have the authority to allocate the costs of any arbitration initiated under this Section, shall be selected according to the AAA
Rules within ten (10) days of the submission to the AAA of the response to the statement of claim or the

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date on which any such response is due, whichever is earlier. The arbitrators shall be required to furnish to the parties to the arbitration a preliminary statement of the arbitrators' decision that
includes the legal rationale for the arbitrators' conclusion and the calculations pertinent to any damage award being made by the arbitrators. The arbitrators shall then furnish each of the parties to
the arbitration the opportunity to comment upon and/or contest the arbitrators' preliminary statement of decision either, in the discretion of the arbitrators, through briefs or at a hearing. The
arbitrators shall render a final decision following any such briefing or hearing. The arbitrators shall decide the amount and extent of pre-hearing discovery which is appropriate. The
arbitrators shall have the power to enter any award of monetary and/or injunctive relief (including the power to issue permanent injunctive relief and also the power to reconsider any prior request
for immediate injunctive relief by any party and any order as to immediate injunctive relief previously granted or denied by a court in response to a request therefor by any party), including the
power to render an award as provided in Rule 4 5 of the AAA Rules; PROVIDED, HOWEVER, THAT ANY AWARD SHALL NOT INCLUDE CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES. The arbitrators
shall award the prevailing party its costs and reasonable attorneys' fees; provided, however, that the arbitrators shall not award attorneys' fees to a prevailing party if the prevailing party
received a settlement offer unless the arbitrators' award to the prevailing party is greater than such settlement offer without taking into account attorneys' fees in the case of the settlement offer
or the arbitrators' award. Any arbitration
shall be held in Orange County, California, for any claim brought by the Company, and in Chicago, Illinois, for any claims brought by the Purchaser. In addition to the above courts, the arbitration
award may be enforced in any court having jurisdiction over me parties and the subject matter of the arbitration.

11.13Attorneys' Fees.In the event that any action or proceeding is commenced by any party hereto for the
purpose of enforcing any provision of this Agreement, the parties to such action or proceeding may receive as part of any award, judgment, decision or other resolution of such action or proceeding
their costs and reasonable attorneys? fees as determined by the person or body making such award, judgment, decision or resolution. Should any claim hereunder be settled short of the commencement of
any such action or proceeding, the parties in such settlement shall be entitled to include as part of the damages alleged to have been incurred reasonable costs of attorneys or other professionals in
investigation or counseling on such claim.

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

|"PURCHASER": |  | EN POINTE TECHNOLOGIES SALES, INC.
|------------ |  | ----------------------------------
|             |  |                                   
|             |  | By:                               
|             |  |                                   
|"COMPANY":   |  | TABIN CORPORATION                 
|             |  |                                   
|             |  | By:                               

32

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LIST OF SCHEDULES

|Schedule 1.1 (g) | Tangible Assets to be Purchased by Purchaser
|---------------- | --------------------------------------------
|Schedule 1.1(h)  | Inventory to be Purchased by Purchaser      
|Schedule 1.4     | Assumed Contracts                           
|Schedule 2.2(v)  | Employees to be Hired by Purchaser          
|Schedule 1.5     | Excluded Liabilities                        
|Schedule 3.2     | Capitalization Schedule                     
|Schedule 3.5     | Consents and Approvals                      
|Schedule 3.6     | Subsidiaries                                
|Schedule 3.9     | Certain Changes                             
|Schedule 3.10    | Liens                                       
|Schedule 3.11    | Leases                                      
|Schedule 3.12    | Intellectual Property                       
|Schedule 3.14    | Insurance                                   
|Schedule 3.15    | Employment Contracts                        
|Schedule 3.17    | Employee Benefit Plans                      
|Schedule 3.21    | Permits, Licenses and Authorizations        
|Schedule 3.24    | Transactions with Affiliates                

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SCHEDULE 1.1(g)

Tangible Fixed Assets to be Purchased by Purchaser

|Description        |  | G/L Code |  | Purchase Price
|------------------ |  | -------- |  | --------------
|Computer Equipment |  | 1600     |  | $             
|Office Equipment   |  | 1620     |  | $             
|Vehicle            |  | 1630     |  | $             
|TOTAL              |  |          |  | $             

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SCHEDULE 1.1(h)

Inventory to be Purchased by Purchaser

[To be agreed upon by Seller and Purchaser on or prior to the Closing Date]

---

SCHEDULE 1.4

Assumed Contracts

Agreement (No. 2002-YMCA-001) effective April 1, 2002 with YMCA of Metropolitan Chicago.

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SCHEDULE 2.2(v)

Employees to be Hired by Purchaser

|Joshua Tabin
Zora Tabin
Cory Masters
Todd Smart
John Cebulski
Andrea Angulo
John Beasley
Lisa Benjamin
Kimbal Binder
Jeb Carter
John Cebulski
Jonathan Erlich
Danyel Fitzgerald
George Garces
Rusty Hollis
Kyu Hur
Mark Johnson
Brent Kongabel
Ted Miller
Chris Olsen
Ron Schankin
Patrick Torney
Nathan Ware
Mike Wejrowski
Tony Zenner
Sophia Zuganelis
Carl Arroyo
Alberto Barrios
Patrick Crawford |  | Nevin Greenberg
Joseph Kristufek
Darren Parker
Ernesto Saucedo
Craig Wassel
Nick Keay
Jon Mathiesen
Laurence Goldwin
Lorenzo Johnson
John Sniffen
Alan Shipman
Doug Ciota
Joe Martinez
Mark Schilling
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SCHEDULE 1.5

Excluded Liabilities

All lease agreements of any kind with respect to offices or other premises leased by the Company or to which any of the Purchased Assets is otherwise subject or
which is otherwise associated with the Business (including without limitation those identified onSchedule 3.11, which is incorporated herein by
this reference).

Any
outstanding options to acquire securities of the Company, any stock appreciation rights or similar rights granted by the Company and any deferred compensation payment arrangements or
other arrangements made by the Company.

The
liens, encumbrances and security interests of each of (i) LaSalle Bank, N.A.; (ii) Deutsche Financial Services Corp.; (iii) IBM Credit Corp.; (iv) Mid
America Bank; (v) Ingram Micro; and (vi) American National Bank and Trust evidenced by UCC Financing Statements filed in any and all jurisdictions, together with any security agreements
and other documents and instruments related thereto, and all indebtedness, obligations and liabilities of any kind or nature whatsoever associated with such liens, encumbrances and security interests
and such security agreements and other documents and instruments related thereto.

All
contracts, commitments and instruments of the Company reflecting indebtedness to any bank or financial institution or other obligations for borrowed money or for any other
indebtedness or guarantees thereof, all shareholder and employee loans and all accounts payable of the Company.

All
Liabilities arising out of or resulting from the Company's employment of its employees and/or any Employee Benefit Plans and all employee-related obligations of the Company,
including, without limitation, any severance, commissions, all accrued vacation pay and other amounts required by applicable law to be paid to employees upon termination.

All
items disclosed onSchedule 3.9,Schedule 3.10, Schedule 3.14,Schedule 3.15, Schedule 3.21andSchedule 3.24which are incorporated herein by this reference.

---

SCHEDULE 3.2

Capitalization Schedule

The Company has or may have granted the rights to twenty percent (20%) of the proceeds of the sale of the Business by the Company to the following persons (with
the remaining eighty percent (80%) of the proceeds of the sale of the Business by the Company retained by the sole shareholder of the Company, Joshua Tabin):

|Vincent Willas
Andrea Angulo
Clare Briggs
Allison Jones
Ilona Kreynis
Maxine Mitchell
John Beasley
Lisa Benjamin
Kimbal Binder
Jeb Carter
John Cebulski
Jonathan Erlich
Danyel Fitzgerald
George Garces
Regina Garrett
Rusty Hollis
Kyu Hur
Mark Johnson
Brent Kongabel
Joe Martinez
Cory Masters
Ted Miller
Chris Olsen
Ron Schankin
Todd Smart
Patrick Torney
Nathan Ware
Mike Wejrowski
Tony Zenner
Sophia Zuganelis
Carl Arroyo
Alberto Barrios
Patrick Crawford
Bob Eckl |  | Nevin Greenberg
Joseph Kristufek
Darren Parker
Ernesto Saucedo
Craig Wassel
Nick Keay
Jon Mathiesen
Martin Benavidez
Mike Gertin
Laurence Goldwin
Arthur Standard
Wing Yuen
James Shaw
Priscilla Huang
Keith Kouzmanoff
Mark Flynn
Jonathan VanDerMeer
Todd Short
Edward Jurinek
Rocio Costillo
Amy Ver Huel
Tom Grove
Nicole Heinrich
Jen Vignola
Jason Werner
Larry Carter
Joseph Ehmann
Jeffrey Floyd
Peter Nanos
Robert Sandri
Michael Flowers
Lorenzo Johnson
Paul Garklavs
Kristy Kornmann |  | Dan Galati
Jeffrey Hassel
Robert Phariss
Michael Gertzberg
David Hardin
Dell Rico Jackson
Vicki Taylor
Max Balagatas
Don Bob
James Oberweis Sr.
Ken Peters
Robert McLennan
Darren Guccione
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SCHEDULE 3.5

Consents and Approvals

Evidence satisfactory to Purchaser that the liens, encumbrances and security interests of each of (i) LaSalle Bank, N.A.; (ii) Deutsche Financial
Services Corp.; (iii) IBM Credit Corp.; (iv) Mid America Bank; (v) Ingram Micro; and (vi) American National Bank and Trust evidenced by UCC Financing Statements filed in
any and all jurisdictions, together with any security agreements and other
documents and instruments related thereto, and all indebtedness, obligations and liabilities of any kind or nature whatsoever associated with such liens, encumbrances and security interests and such
security agreements and other documents and instruments related thereto are terminated.

Evidence
satisfactory to Purchaser of the immediate payment in full of all indebtedness of the Company owed to (i) IBM Credit Corp.; (ii) Mid America Bank; and
(iii) Ingram Micro.

Evidence
of the complete termination by each of 619 S. LaSalle, LLC and the Company of the Industrial Loft Lease commencing June 1, 2001 and ending June 30, 2008 by and
between Tabin Corporation, as Lessee, and 619 S. LaSalle, LLC, as Lessor.

Evidence
satisfactory to Purchaser that any and all remaining payments with respect to any and all lease agreements, understandings or commitments pertaining to any of the Purchased
Assets (including without limitation those listed onSchedule 3.11hereto) have been made by Seller and that the purchase price therefor has been
paid in full by Seller (other than with respect to any real property lease).

---

SCHEDULE 3.6

Subsidiaries

The Company has made an investment of $21,150 in a partnership/joint venture known as WiTH. Purchaser shall not have any economic or legal rights, benefits,
liabilities or obligations with respect to the foregoing terms, conditions or disclosures set forth on this Schedule 3.24.

The
Company has no corporate subsidiaries.

---

SCHEDULE 3.9

Certain Changes

None

---

SCHEDULE 3.10

Liens

The liens, encumbrances and security interests of each of (i) LaSalle Bank, N.A.; (ii) Deutsche Financial Services Corp.; (iii) IBM Credit
Corp.; (iv) Mid America Bank; (v) Ingram Micro; and (vi) American National Bank and Trust evidenced by UCC Financing Statements filed in any and all jurisdictions, together with
any security agreements and other documents and instruments related thereto, and all indebtedness, obligations and liabilities of any kind or nature whatsoever associated with such liens, encumbrances
and security interests and such security agreements and other documents and instruments related thereto.

---

SCHEDULE 3.11

Leases

Industrial Loft Lease commencing June 1, 2001 and ending June 30, 2008 by and between Tabin Corporation, as Lessee, and 619 S. LaSalle, LLC, as
Lessor.

[Additional disclosures of vehicle lease(s) and personal property leases to be provided by the Company prior to the Closing
Date]

---

SCHEDULE 3.12

Intellectual Property

Registered Service Mark "Tabin" (words, letters or in typed form), Serial No. 76/159846, filed with the United States Patent and Trademark Office on
November 6, 2000.

Registered
Service Mark "Tabin the Answer for Business Technology" (words, letters or numbers and design), Series No. 76/1599843, filed with the United States Patent and Trademark
Office on November 6, 2000.

---

SCHEDULE 3.14

Insurance

First Penn Life Insurance Policies on Joshua Tabin ($1 million coverage) and Vincent Willas ($500,000 coverage).

Kemper
Insurance Policies with respect to: (i) commercial use van; (ii) commercial use Volkswagon Beetle; (iii) worker's compensation coverage; and
(d) general liability coverage.

CNA
credit insurance

Employee
Benefit Plans set forth onSchedule 3.17.

---

SCHEDULE 3.15

Employment Contracts

Employment Agreement dated January 1, 1998, by and between Vincent Willas and the Company.

---

SCHEDULE 3.17

Employee Benefit Plans

Employment Agreement dated January 1, 1998, by and between Vincent Willas and the Company.

MED125
Election Plan

Blue
Cross/Blue Shield Health and Vision Insurance Plan

Humana
Employee Dental Coverage Plan

Unum
Employee Life/ADD/STD Insurance Plan

Phantom
Stock Plan (see Schedule 3.2 above)

Paid
Vacation Policy (per Employee Handbook)

Paid
Personal Day/Sick Day Policy (per Employee Handbook)

Career/Education
Policy (per Employee Handbook)

Star
Award Policy (per Employee Handbook)

Tabin
Award ProgramTabinite of the Year (per Employee Handbook)

---

SCHEDULE 3.21

Permits, Licenses and Authorizations

Business License (License No. 1226066) from the City of Chicago

Certificate
of Registration (Sales and Use Tax) from the Illinois Department of Revenue (No. 2796-3561)

---

SCHEDULE 3.24

Transactions with Affiliates

The Company has a management fee and rent commission arrangement with 619 S. LaSalle LLC and is a party to an Industrial Loft Lease commencing June 1, 2001
and ending June 30, 2008 by and between Tabin Corporation, as Lessee, and 619 S. LaSalle, LLC, as Lessor. In addition, the Company has an arrangement with 619 S. LaSalle LLC pursuant to which
the Company incurs the payroll expenses on behalf of 619 S. LaSalle LLC and is then reimbursed by 619 S. LaSalle LLC. 619 S. LaSalle LLC is limited liability company in which Joshua Tabin is a
principal and owner.

The
Company purchases products and items on behalf and from Tabin Import, LLC. Tabin Import LLC is limited liability company in which Joshua Tabin is a principal and owner.

Joshua
Tabin has made to the Company and/or obtained personal loans from the Company from time to time totaling in the aggregate several hundred thousand dollars. The Company has made
loans to certain officers/employees of the Company other than Joshua Tabin totaling approximately $60,000 as of December 31, 2001.

Joshua
Tabin has personally guaranteed the indebtedness of the Company to each of (i) LaSalle Bank, N.A.; (ii) Deutsche Financial Services Corp.; (iii) IBM Credit
Corp.; (iv) Mid America Bank; (v) Ingram Micro; and (vi) American National Bank and Trust.

Purchaser
shall not have any economic or legal rights, benefits, liabilities or obligations with respect to the foregoing terms, conditions or disclosures set forth on this
Schedule 3.24.

---

EXHIBIT A

Form of Closing Note and Parent Guarantee

[Attached]

---

EXHIBIT B

Form of Lease Agreement

[Attached]

---

EXHIBIT C

Form of Bill of Sale

[Attached]

---

EXHIBIT D

Form of Non-Competition and Non-Solicitation Agreement

[To Be Attached]

---

EXHIBIT E

Form of Waiver and Consent by Real Property Owner(s)

[To Be Attached]

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