0000912057-01-544989 Sample Contracts

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
Loan and Security Agreement • December 31st, 2001 • En Pointe Technologies Inc • Wholesale-computers & peripheral equipment & software • California

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").

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Assignment and License Agreement
Assignment and License Agreement • December 31st, 2001 • En Pointe Technologies Inc • Wholesale-computers & peripheral equipment & software • California

This Assignment and License Agreement (the "Agreement") is made and entered into as of September 21, 2001 (the "Effective Date") between SupplyAccess, Inc. ("SupplyAccess") and En Pointe Technologies, Inc. ("En Pointe").

En Pointe Technologies Sales, Inc. AGREEMENT FOR INVENTORY FINANCING
En Pointe Technologies Inc • December 31st, 2001 • Wholesale-computers & peripheral equipment & software • New York

This AGREEMENT FOR INVENTORY FINANCING (as amended, supplemented or otherwise modified from time to time, this "Agreement") is hereby made this 28th day of December, 2001, by and between IBM Credit Corporation, a corporation duly organized under the laws of the State of Delaware with a place of business at 4000 Executive Parkway, Third Floor, San Ramon, CA 94583 ("IBM Credit") and En Pointe Technologies Sales, Inc., a corporation duly organized under the laws of the State of Delaware, with its principal place of business at 100 N. Sepulveda Blvd., El Segundo, CA 90245 ("Customer").

SEPARATION AGREEMENT
Separation Agreement • December 31st, 2001 • En Pointe Technologies Inc • Wholesale-computers & peripheral equipment & software • Delaware

THIS SEPARATION AGREEMENT ("Agreement") is made by and between Michael R. Shabazian ("Shabazian"), together with each and every dependent, heir, agent, executor, legal representative, successor and assign of Shabazian, and En Pointe Technologies, Inc., a Delaware corporation ("Parent"), and its subsidiaries (the Parent and its subsidiaries are collectively referred to as the "Company"), together with each and every of their predecessors, successors (by merger or otherwise), assigns, parents, subsidiaries, affiliates, divisions, joint venture partners, and any of its or their directors, officers, employees, attorneys, accountants and agents, whether past, present or former.

EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • December 31st, 2001 • En Pointe Technologies Inc • Wholesale-computers & peripheral equipment & software • California

This EMPLOYMENT AGREEMENT ("Agreement") is executed as of the first day of August, 2001, by and between THOMAS SCOTT, an individual ("Employee"), EN POINTE TECHNOLOGIES, INC., a Delaware corporation ("Parent") and EN POINTE TECHNOLOGIES SALES, INC. (the "Subsidiary" and together with Parent, the "Company"), with reference to the following facts:

EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • December 31st, 2001 • En Pointe Technologies Inc • Wholesale-computers & peripheral equipment & software • California

This EMPLOYMENT AGREEMENT ("Agreement") is executed as of the 1st day of July 2001, by and between MICHAEL SHABAZIAN, an individual ("Employee"), EN POINTE TECHNOLOGIES, INC., a Delaware corporation ("Parent") and EN POINTE TECHNOLOGIES SALES, INC. (the "Subsidiary" and together with Parent, the "Company"), with reference to the following facts:

EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • December 31st, 2001 • En Pointe Technologies Inc • Wholesale-computers & peripheral equipment & software • California

This EMPLOYMENT AGREEMENT ("Agreement") is executed as of the 19th day of September 2001, by and between KEVIN ELLIOTT, an individual ("Employee"), EN POINTE TECHNOLOGIES SALES, INC., a Delaware corporation (the "Company"), with reference to the following facts:

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