Exhibit 10.2

AGREEMENT

This Agreement is entered into this 1st day of October, 2007 by and among Wells Fargo Bank, National Association acting through its Wells Fargo Business Credit operating division (“WFBC”), Gateway, Inc. (“Gateway”), Gateway Companies, Inc. (“Gateway Companies”) and MPC-Pro, LLC (“MPC”), a wholly-owned subsidiary of MPC Corporation (“MPC Parent”).

RECITALS

A.             Gateway, MPC and MPC Parent are parties to an Asset Purchase Agreement dated as of September 4, 2007 (the “Purchase and Sale Agreement”) pursuant to which MPC is purchasing from Gateway certain assets and liabilities associated with Gateway’s Professional Division and that portion of its Consumer Direct division that provides business-related products (the “Transferred Organization”) and the stock of Gateway Companies on the terms and subject to the conditions set forth therein (the closing date of such sale referred to as the “Closing Date”).

B.             Pursuant to the Purchase and Sale Agreement, Gateway shall retain accounts receivable of the Transferred Organization generated and invoiced prior to the Closing Date (the “Gateway Accounts”).

C.             WFBC is party to Account Purchase Agreements with MPC and Gateway Companies dated as of the date hereof (the “Account Purchase Agreements”) (copies of which has been provided to Gateway) pursuant to which MPC and Gateway Companies have granted WFBC a security interest in the accounts receivable generated on or after the Closing Date (the “WFBC Accounts”), inventory and all other property of MPC and Gateway Companies described in Section 5.01 of the Account Purchase Agreements (collectively, the “WFBC Collateral”).

D.             MPC and Gateway are parties to a Transition Services Agreement dated as of the date hereof (the “Transition Services Agreement), pursuant to which Gateway has agreed to purchase certain inventory for MPC and perform certain other transitional services for MPC during the term of the Transition Services Agreement for which Gateway will provide a statement to MPC for payment to be due in 30 days or less, provided (i) WFBC allows Gateway to take a junior security interest in the WFBC Collateral to secure the payment of all obligations owing to Gateway under the Transition Services Agreement, including without limitation, the price of such purchased inventory, shipping costs and other expenses, service fees and indemnities (collectively, the “TSA Obligations”) and (ii) WFBC, MPC and Gateway Companies agree to set aside certain accounts receivable for the payment of the TSA Obligations on the terms set forth herein (the “Financing Arrangements”).

E.              WFBC has agreed to allow a junior security interest in the WFBC Collateral in favor of Gateway pursuant to the terms hereof and to participate in the Financing Arrangements as set forth herein.

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F.              The parties desire to set forth their agreement with respect to the accounts receivable of MPC and Gateway Companies, financing during the Transition Period (as defined below) by Gateway and security for the TSA Obligations.

Now, therefore, in consideration of the foregoing and the mutual promises contained herein, the parties agree as follows:

1.              Junior Security Interest .

(a)            WFBC agrees that Gateway may take a security interest in WFBC Collateral junior to the security interest of WFBC to secure the TSA Obligations and that the granting of such junior security interest shall not be deemed to be a default under the Account Purchase Agreements. Gateway agrees that the security interest of WFBC in WFBC Collateral granted under the Asset Purchase Agreements shall be and remain senior to the security interest of Gateway granted hereby in WFBC Collateral. MPC and Gateway Companies agree that the grant of any security interest in WFBC Collateral other than the security interest to Gateway securing payment of the TSA Obligations shall be a default under the terms of the Account Purchase Agreements.

(b)            Subject to the first-priority security interest granted to WFBC under the Asset Purchase Agreements, MPC and Gateway Companies hereby grant to Gateway, as collateral for the TSA Obligations, a security interest, under the Uniform Commercial Code as in effect in the applicable jurisdiction (the “UCC”), in the following described property, as defined under the UCC:  all presently existing or hereafter arising, now owned or hereafter acquired property including, but not limited to, accounts, general intangibles, contracts rights, investment property, deposit accounts, the Gateway Reserve Funds (as defined below) established hereunder, inventory, instruments, chattel paper, documents, insurance proceeds, and all books and records pertaining to accounts and all proceeds and products of the foregoing property together with a controlled collateral account to be maintained at Wells Fargo Bank, N.A. and controlled by WFBC with a balance of $1,500,000 which account shall serve as additional collateral for the TSA Obligations (collectively, “Gateway Collateral” and, together with WFBC Collateral, “Common Collateral”).

(c)            MPC and Gateway Companies shall execute and deliver to Gateway any and all documents and instruments as Gateway may request from time to time. MPC and Gateway Companies authorize Gateway to file UCC financing statements with any appropriate authority reflecting its security interest and further authorize Gateway to file other filings including amendments (other than amendments adding collateral) as Gateway deems appropriate.

(d)            WFBC hereby acknowledges that if and to the extent it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the UCC) of any Common Collateral, such possession or control is also for the benefit of Gateway

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solely to the extent required to perfect Gateway’s security interest in such Common Collateral.

(e)            The parties hereto agree that all proceeds of Common Collateral resulting from the sale, collection or other disposition of Common Collateral in connection with or resulting from any enforcement action shall be distributed, first to WFBC for the payment of all amounts owing by MPC to WFBC under the Account Purchase Agreement, until such time that all such amounts have been paid in full, and second to Gateway for the payment of the TSA Obligations until all such amounts have been paid in full.

2.              Transition Period Financing Arrangements . The parties agree as follows with respect to the financing arrangements in respect of the TSA Obligations during the Transition Period (defined as the period commencing on the Closing Date and expiring on the date that is 120 days following the Closing Date; provided that such period may be extended for up to an additional 60 days upon written notice to WFBC in the event that Gateway and MPC agree to extend the term of the Transition Services Agreement or such other longer period as WFBC may agree).

(a)            During the first five business days of the Transition Period, MPC and Gateway Companies may sell Acceptable Accounts (as defined in the Account Purchase Agreements) to WFBC under the terms of the Account Purchase Agreements without restriction.

(b)            After the first five business days of the Transition Period, and at the end of each week thereafter during the Transition Period, Gateway w