0000930413-06-008315 Sample Contracts

FORM OF STOCK OPTION AGREEMENT
Form of Stock Option Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

STOCK OPTION AGREEMENT (hereinafter called this "Agreement") made as of this ____ day of _________ , 20__ between Universal Power Group, Inc., a Texas corporation (hereinafter called the "Corporation"), and ______________ (hereinafter called the "Optionee").

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EMPLOYMENT AGREEMENT
Employment Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

In consideration of the employment, or continued employment, of Randy Hardin (hereinafter referred to as "Employee") by Universal Power Group, Inc., a Texas corporation (hereinafter referred to as "Company") and the attendant benefits to the Employee as a result thereof, Company and Employee agree as follows:

SECOND RENEWAL AND MODIFICATION AGREEMENT
Renewal and Modification Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies

THIS SECOND RENEWAL AND MODIFICATION AGREEMENT (this “Modification”) is made by and between UNIVERSAL POWER GROUP, INC., a Texas corporation (“Borrower”), and COMPASS BANK (“Lender”), to be effective as of the 18th day of April, 2006.

FIRST AMENDMENT TO MASTER REVOLVING PROMISSORY NOTE
Universal Power Group Inc. • November 30th, 2006 • Wholesale-electrical apparatus & equipment, wiring supplies

THIS FlRST AMENDMENT TO MASTER REVOLVING PROMISSORY NOTE (this “Amendment”) is executed on April 18, 2006 (the “Effective Date”), by and between UNIVERSAL POWER GROUP, INC., a Texas corporation (“Borrower”), and COMPASS BANK (together with its successors and assigns, “Lender”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

In consideration of the employment, or continued employment, of Ian C. Edmonds (hereinafter referred to as "Employee") by Universal Power Group, Inc., a Texas corporation (hereinafter referred to as "Company") and the attendant benefits to the Employee as a result thereof, Company and Employee agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Texas

In consideration of the employment, or continued employment, of Mee Mee Tan (hereinafter referred to as "Employee") by Universal Power Group, Inc., a Texas corporation (hereinafter referred to as "Company") and the attendant benefits to the Employee as a result thereof, Company and Employee agree as follows:

CUSTOMER NON DISCLOSURE AND SUPPLY AGREEMENT
Customer Non Disclosure and Supply Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies

THIS AGREEMENT IS MADE THIS 6TH DAY OF MAY, 1998 BY AND BETWEEN STAN BATTAT D/B/A IMPORT CONSULTANTS OF TRUMBULL CONNECTICUT (“IMPORT”) AND UNIVERSAL BATTERY CORPORATION OF DALLAS, TEXAS.

UNSECURED PROMISSORY NOTE
Universal Power Group Inc. • November 30th, 2006 • Wholesale-electrical apparatus & equipment, wiring supplies

FOR VALUE RECEIVED, the undersigned, UNIVERSAL POWER GROUP, INC., a Texas corporation (“Maker”), promises to pay to the order of ZUNICOM, INC., a Texas corporation (“Payee”), on or before _________ , 2012 (the “Maturity Date”), the principal sum of ____ MILLION AND NO/100 DOLLARS ($__,000,000.00) , with interest thereon from this date on the unpaid principal amount hereof from time to time outstanding at the rate of interest provided below, both principal and interest payable as provided below in lawful money of the United States of America at the address of Payee set forth below or at such other place within Dallas County, Texas, as from time to time may be designated by the holder of this Unsecured Promissory Note (the “Note”).

THIRD PARTY LOGISTICS & PURCHASE AGREEMENT
Purchase Agreement • November 30th, 2006 • Universal Power Group Inc. • Wholesale-electrical apparatus & equipment, wiring supplies

THIS THIRD PARTY LOGISTICS AND PURCHASE AGREEMENT (“Agreement”) entered into as of November 22, 2006 by and between BRINK’S HOME SECURITY, INC. (“Brink’s”) and UNIVERSAL POWER GROUP, INC. (“UPG”) by which UPG will provide third party logistics services to Brink’s including, but not limited to, assembling, shipping, storing, procuring and other related services. UPG will also coordinate battery recycling services to Brink’s. The following terms and conditions apply:

UNSECURED PROMISSORY NOTE
Universal Power Group Inc. • November 30th, 2006 • Wholesale-electrical apparatus & equipment, wiring supplies

FOR VALUE RECEIVED, the undersigned, UNIVERSAL POWER GROUP, INC., a Texas corporation (“Maker”), promises to pay to the order of ZUNICOM, INC., a Texas corporation (“Payee”), on or before _________ , 2012 (the “Maturity Date”), the principal sum of TWO MILLION EIGHT HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($2,850,000.00), with interest thereon from this date on the unpaid principal amount hereof from time to time outstanding at the rate of interest provided below, both principal and interest payable as provided below in lawful money of the United States of America at the address of Payee set forth below or at such other place within Dallas County, Texas, as from time to time may be designated by the holder of this Unsecured Promissory Note (the “Note”).

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