AMENDMENT NO. 2 TO TRANSITION SERVICES AGREEMENT

Transition Agreement

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This Transition Agreement involves

MPC CORP | GATEWAY, INC | MPC-PRO LLC

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Title: AMENDMENT NO. 2 TO TRANSITION SERVICES AGREEMENT
Date: 12/6/2007
Industry: Software and Programming Sector: Technology

EXHIBIT 99.1

AMENDMENT NO. 2

TRANSITION SERVICES AGREEMENT

This AMENDMENT NO. 2 (the “Amendment”) to the Transition Services Agreement effective October 1, 2007 and previously amended by Amendment No. 1 dated October 24, 2007 (as amended, the “Agreement”) between MPC-PRO LLC, a Delaware limited liability company (“Buyer”) and GATEWAY, INC., a Delaware corporation (“Seller”) (collectively, the “Parties”) is entered into on this 3rd day of December, 2007. Buyer and Seller may be referred to collectively as “Parties” to this Amendment.

RECITALS

WHEREAS , in connection with the closing of the transactions contemplated under the Asset Purchase Agreement dated September 4, 2007, Seller has agreed to provide certain transition services to Buyer pursuant to the terms and conditions of the Agreement;

WHEREAS , the Parties desire to amend the Agreement as set forth herein;

NOW, THEREFORE , for good and valuable

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