REGISTRATION RIGHTS AGREEMENT

Exhibit 99.3

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (“ Agreement ”) is made and entered into as of ___________, 2007, between MPC CORPORATION , a Colorado corporation (“ Company ”), and GATEWAY, INC . , a Delaware corporation (“ Gateway ”).

RECITALS

WHEREAS, in connection with that certain Asset Purchase Agreement by and among the Company, MPC-Pro, LLC, a Delaware limited liability company, Gateway, Inc., a Delaware corporation, and Gateway Technologies, Inc., a Delaware corporation, dated as of September 4, 2007 (the “ Purchase Agreement ”), Gateway has agreed to receive from the Company, and the Company has agreed to issue to Gateway, shares of the Company’s Common Stock and shares of the Company’s Series B Preferred Stock, on the terms and conditions set forth in Purchase Agreement.

WHEREAS, the Purchase Agreement provides that Gateway shall be granted specified registration rights, as more fully set forth herein, including certain piggyback registration rights, with respect to shares of the Company’s Common stock, all as more fully set forth herein.

AGREEMENT

The Company and Gateway hereby agree as follows:

As used in this Agreement, the following terms shall have the following meanings (capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement).

“ Commission ” or “ SEC ” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act.

“ Common Stock ” shall mean the common stock of the Company, no par value.

“ Conversion Stock ” shall mean the shares of the Company’s Common Stock issued or issuable pursuant to conversion of the Gateway Preferred, and shall include any shares of Common Stock of the Company issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of any such shares of the Company’s Common Stock or any shares of the Gateway Preferred, including, without limitation, in connection with any stock split, stock dividend, recapitalization or similar event.

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“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute then in effect, and a reference to a particular section thereof shall be deemed to include a reference to the comparable section, if any, of any such similar federal statute.

“ Form S-3 ” shall mean such form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“ Gateway Common ” shall mean the Company’s Common Stock issued by the Company to Gateway in connection with the transactions contemplated by the Purchase Agreement, and shall include any shares of Common Stock of the Company issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of any such shares of the Company’s Common Stock.

“ Gateway Preferred ” shall mean the Company’s Series B Preferred Stock issued by the Company to Gateway in connection with the transactions contemplated by the Purchase Agreement, and shall include any shares of Series B Preferred Stock of the Company issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of any such shares of the Company’s Series B Preferred Stock.

“ Holder ” shall mean Gateway or any Person owning of record Registrable Securities, and shall include any Permitted Transferees of Registrable Securities.

“ Permitted Transferee ” shall mean any holder of Registrable Securities, other than any such holder that receives such Registrable Securities in violation of the transfer restrictions set forth in the Lock-Up Agreement.

“ Registration. ” The terms “ register ,” “ registration ” and “ registered ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement.

“ Registrable Securities ” shall mean all of the shares of the Gateway Common and the Conversion Stock, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which rights under this Agreement are not assigned in accordance with this Agreement or any Registrable Securities with respect to which the Holders are no longer entitled to registration rights pursuant to this Agreement. As to any particular Registrable Securities, once issued, such Registrable Securities shall cease to be Registrable Securities when (w) a registration statement with respect to the sale by the Holders of such securities has become effective under the Securities Act and such securities have been disposed of in accordance with such registration statement, (x) such securities have been sold under circumstances in which all of the applicable conditions to

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Rule 144 (or any successor provision) under the Securities Act are met, or (y) such securities have ceased to be outstanding.

“ Registrable Securities Then Outstanding ” shall mean the number of shares of Gateway Common which are Registrable Securities that are then (1) issued and outstanding or (2) issuable pursuant to the exercise or conversion of then outstanding and then exercisable and qualifying options, warrants or convertible securities.

“ Registration Statements ” shall mean the registration statements required to be filed hereunder including in each case the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, or any similar federal statute then in effect, and a reference to a particular section thereof shall be deemed to include a reference to the comparable section, if any, of any such similar federal statute.

(a)                 Request by Holders . At any time after expiration of the Restriction Period as set forth in the Lock-Up Agreement, if the Company shall receive a written request from the Holders of at least forty percent (40%) of the Registrable Securities Then Outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2, then the Company shall, within twenty (20) days after the receipt of such written request, give written notice of such request (the “ Request Notice ”) to all Holders, and effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section; provided that the Registrable Securities requested by all Holders to be registered pursuant to such request must equal or exceed twenty-five (25%) of the total number of shares of the Company’s Common Stock and the Gateway Preferred issued to Gateway at the Closing (as defined in the Purchase Agreement) of the transactions contemplated by the Purchase Agreement, treating the Gateway Preferred for such purpose as if it had been converted to Common Stock in accordance with the terms thereof, and in each case as adjusted for stock splits, stock combinations, stock dividends and the like.

(b)                 Underwriting . If the Holders initiating the registration request under this Section 2 (the “ Initiating Holders ”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the written notice referred to in subsection 2(a). In such event, the right of any Holder to include his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting

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and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in reasonable and customary form with the managing underwriter or underwriters selected for such underwriting by the Company. The Company shall not be required to include any securities of any Holder in such underwriting unless such Holder accepts reasonable and customary terms for the underwriting as agreed upon between the Company and the underwriters selected by the Company and enters into an underwriting agreement in reasonable and customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities Then Outstanding held by each Holder requesting registration (including the Initiating Holders); provided , however , that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.

(c)                 Maximum Number of Demand Registrations . The Company is obligated to effect only two (2) such registration pursuant to this Section 2; provided , however , that a registration shall not be deemed to have occurred pursuant to this Section 2 unless both:

1.                   the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder), provided that, notwithstanding the foregoing, a registration shall not be deemed to have occurred pursuant to this Section 2 if, after the registration statement relating thereto becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court and (2) less than 50% of the Registrable Securities included in such registration statement have been sold thereunder; and

2.                   the amount of Registrable Securities included in the registration statement relating thereto at the time of effectiveness is at least 50% of the Registrable Securities of the Holders sought to be included in such registration, taking account of any limitation on the number of Registrable Securities that may be included in such registration pursuant to Section 2(b) above.

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1.                   If at the time of any request to register Registrable Securities pursuant to this Section 2 the Company is engaged or has fixed plans to engage within ninety (90) days of the time of the request in a registered public offering as to which the Holders may include Registrable Securities under this Agreement, then the Company may at its option direct that such request be delayed for a period not in excess of ninety (90) days from the earlier of the effective date of such offering or the date of commencement of such other material activity, provided that in no event shall such right to delay a request to be exercised by the Company more than once in any one-year period.

2.                   If the Board of Directors of the Company, in its good faith and reasonable judgment, determines that any registration under the Securities Act of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporation reorganization, merger, or other transaction involving the Company or any of its subsidiaries (a "Valid Business Reason"), (i) the Company may postpone filing a Registration Statement until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (ii) in case a Registration Statement has been filed, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days (the "Postponement Period"); provided, however, that in no event shall the Company be permitted to postpone filing, amending or supplementing a Registration Statement within sixty (60) days after the expiration of any Postponement Period.

Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 2, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders.

(e)                 Expenses . All expenses incurred in connection with a registration pursuant to this Section 2, including without limitation all registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements, not to exceed $25,000, of one counsel for the selling Holders, which shall not be counsel for the Company (but excluding underwriters’ discounts and commissions), shall be borne by the Company. Each Holder participating in a registration pursuant to this Section 2 shall bear such Holder’s proportionate share (based on the number of shares sold by such Holder over the total number of shares included in such registration at the time it is declared effective) of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any demand registration proceeding begun pursuant to this Section 2 if the registration request is subsequently withdrawn at the request of the Holders of a

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majority of the Registrable Securities to be registered unless, at the time of such withdrawal, the withdrawing Holders have learned of a material adverse change in the condition or business of the Company from that known to such Holders at the time of their registration request.

(a)                 The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement, at any time after the expiration of the Restriction Period as set forth in the Lock-Up Agreement, under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration required of Company under this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(b)                 Underwriting . If a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities th