PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND ARE THE SUBJECT OF A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED; UNREDACTED VERSION ON FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION


                               AMENDMENT NO. 2
                           TO THE LICENSE AGREEMENT
                                   BETWEEN
                    GATEWAY 2000 AND MICROSOFT CORPORATION
                       DATED MAY 1, 1995 CONTRACT NO. [*]

This Amendment ("Amendment") to the License Agreement ("Agreement") between
MICROSOFT CORPORATION ("MS") and GATEWAY 2000 ("GATEWAY") dated May 1, 1995, is
made and entered into this [*].


1.   The attached Exhibit C2 shall replace the existing Exhibit C2.

2.   The attached Product information box shall replace the existing Product
     information box in Exhibit C1.

<TABLE>
<CAPTION>

<S>                   <C>               <C>                 <C>                                       <C>                <C>
 6. Windows(R)        EN, DU,           (h), (i), (j)               Upgrade Royalty                   Uplift Royalty     US$[*]
      NT-             FF, D, J               (K)                         US$N/A                           US$[*]
 Workstation
 Version 3.51                                                Beginning [*] estimated quarterly
(x86/Pentium                                               volumes of Windows NT-Workstation: [*]
 Compatible
  Version)

</TABLE>


3. The attached Additional Provision (k) shall be added to the ADDITIONAL
PROVISIONS KEY -- WINDOWS 95, WINDOWS, WINDOWS FOR WORKGROUPS, MS-DOS AND
WINDOWS NT-WORKSTATION Additional Provisions.

(k) For Customer Systems that include Windows NT-Workstation, and where at
the time of purchase, the end user requests MS-DOS or Enhanced Tools or
Windows or Windows for Workgroups ("Other OS Products") to be included with
that Customer System, GATEWAY may include one or more Other OS Products
preinstalled on the Customer System. For each Other OS Product distributed
with such Customer Systems, GATEWAY shall pay an additional royalty equal to
[*] the royalty for such Other OS Product stated in Exhibit C1.

4.   The attached Exhibit C4 shall be added to the Agreement.

5.   The following shall be added immediately after Section 2(a)(ii):

     "and (iii) with respect to Product software in Sections 2(a)(i) and
     2(a)(ii) and subject to Section 6(c), license GATEWAY's customers pursuant
     to GATEWAY's end user license agreement ("EULA")."

     GATEWAY's customers pursuant to GATEWAY's end user license agreement
     ("EULA").

6.   The attached Section 4(b)(ii) shall supersede the existing Section
     4(b)(ii):

     MS warrants that the Product software if preinstalled on Customer Systems
     by GATEWAY in accordance with the instructions included in the Product OPK
     or if manufactured by the Authorized Replicator in accordance with the
     instructions included in the Product ARK (Authorized Replicator Kit), as
     applicable, will perform substantially in accordance with the
     specifications contained in the Product documentation for a period of [*]
     shipment of the Product software to GATEWAY's customer. Any implied
     warranties on the Product software are limited [*] from shipment of the
     Product to GATEWAY's customer.


              [*] CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION



     MS and its suppliers' entire liability and GATEWAY's exclusive remedy for
     breach of the foregoing remedy shall be (a) a credit of the royalty paid to
     MS for the Product software under Section 3 or (b) GATEWAY's cost to repair
     or replace the defective Product software, but not to exceed the royalty
     paid to MS for the Product software under Section 3. The limited warranty
     above is void if failure of the Product software has resulted from
     accident, abuse, or misapplication. Any replacement Product software will
     be warranted for the remainder of the original warranty [*] whichever is
     longer.

     The parties acknowledge that the above limited warranty and remedies
     reflect the limited warranty and remedies included in the current EULA for
     the USA version of most Products as available from Authorized
     Replicator(s). The above limited warranty and remedies shall be deemed
     automatically amended to reflect different limited warranties and remedies
     which may be included in EULA(s) for future licensed releases of the USA
     version of Products and/or non-USA versions of Products, as applicable, as
     available from Authorized Replicator(s).

7. Except as provided herein, all terms of the agreement shall remain in full
force and effect. In the event of inconsistencies between the Agreement and
this amendment, the terms and conditions of the Amendment shall be
controlling.

This Amendment shall be null and void unless signed by GATEWAY and returned
to MS [*] by GATEWAY.

IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement
as of the date set forth above. All signed copies of this Amendment to this
Agreement shall be deemed originals. This Amendment does not constitute an
offer by MS. This Amendment shall be effective upon execution on behalf of
GATEWAY and MS by their duly authorized representatives.


MICROSOFT CORPORATION                  GATEWAY 2000, INC.

/s/BENGT AKELND                        /s/WILLIAM M. ELLIOTT
---------------------------------      --------------------------------------
By                                     By


Bendt Akelnd                           William M. Elliott
---------------------------------      --------------------------------------
Name (Print)                           Name (Print)

Director, OEM Sales                    Sr. Vice President and General Counsel
---------------------------------      --------------------------------------
Title                                  Title

       [*]                                     [*]
---------------------------------      --------------------------------------
Date                                   Date


              [*] CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION



                                  EXHIBIT C2
                        WINDOWS 95 UPGRADE - PER COPY

*If royalty rate and Maximum Number of Units of Product are not specified for
a particular Product, then such Product is not licensed under this Agreement.

**Language Key: EN = English, FF = France French, D = German

<TABLE>
<CAPTION>
                  LANGUAGE       APPLICABLE      ROYALTY/BASIS*         MAXIMUM           ADDED BY
PRODUCT NAME      VERSION(S)     ADDITIONAL                         NUMBER OF UNITS      AMENDMENT
AND VERSION          **          PROVISIONS                           OF PRODUCT*          NUMBER
<S>              <C>            <C>              <C>                      <C>               <C>
 Windows(r)      EN, D, FF      (a), (b), (c),     [*] Copy               N/A                 1
   95                           (d), (e), (f),    for English
Upgrade                         (g), (h), (i),     version
                                                   [*] copy
                                                 for French and
                                                 German versions
</TABLE>


                   ROYALTY CALCULATION, ORDER, AND PAYMENT

1. GATEWAY agrees to pay MS the royalty rate set forth above for each copy of
Product distributed by GATEWAY.

                          ADDITIONAL PROVISIONS KEY

(a) GATEWAY agrees that it will not distribute Product until MS advises its
OEM customers generally that Customer Systems with Windows 95 may be
distributed.

(b) Notwithstanding anything to the contrary contained in Sections 2 and 6 of
the Agreement, GATEWAY shall distribute the Product only in the
form/packaging available from the Authorized replicator.

(c) Notwithstanding anything to the contrary contained in Sections 2 and 6 of
the Agreement, GATEWAY may distribute the Product only as an "upgrade"
provided by GATEWAY separate from a Customer System directly to an existing
authorized end-user of the Prior Product (as specified in the chart below)
distributed with any GATEWAY Customer System [*]

PRIOR PRODUCT                               PRODUCT
-------------                               -------
Windows 3.0, 3.1., 3.11                     Windows 95 Upgrade

Windows for Workgroups 3.1, 3.11            Windows 95 Upgrade

(d) GATEWAY may only distribute the Product either (i) directly (without use
of dealers or other intermediaries) to end users, or (ii) as a mail order
fulfillment item directly (without use of dealers or other intermediaries) to
end users from GATEWAY or an MS designated fulfillment source.

(e) The packaging for the Product shall indicate that it is intended as an
"Upgrade" only (or similar wording) and not for use by a new customer.
(f) GATEWAY's license to distribute this Product shall expire [*]

(g) GATEWAY shall acquire the Product through one Authorized Replicator of
GATEWAY's choice. GATEWAY shall notify MS of the Authorized Replicator
through which GATEWAY will acquire the Product prior to placing the first
order for Product.

(h) GATEWAY agrees to provide Product Support at least comparable to that
provided for Product(s) supported by the industry in general. GATEWAY agrees
to provide MS[*] prior written notice of any substantive change in GATEWAY's
support policy for Windows 95.

(i) GATEWAY shall distribute [*] Product in Europe. Further, Product shall
not be advertised by GATEWAY and may only be offered after the sale of the
Customer System upon request of the customer as a means of customer
satisfaction.

              [*] CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION



                                  EXHIBIT C4
                               SAMPLER PRODUCTS

<TABLE>
<CAPTION>
                       LANGUAGE                     APPLICABLE       PER COPY      LOCALIZATION     ADDED BY
PRODUCT NAME AND       VERSION(S)       APM        ADDITIONAL       ROYALTY        ADDITIONAL       AMENDMENT
    VERSION               **          REQUIRED      PROVISIONS          *           ROYALTY         NUMBER

<S>                       <C>            <C>            <C>            <C>          <C>                  <C>
Games for                 EN             Yes            (a)            [*]              Not               2
Windows(R)                                                                          Applicable
   95
version 1.0

</TABLE>

*A Product is not licensed hereunder unless royalty rate(s) are indicated in
the Product table.

**Language Version Key: EN = USA English Only

                        "PER COPY" ROYALTY CALCULATION

For Product(s) specified as licensed for a particular Customer System on a
per copy basis in the Customer System table below:

(1) GATEWAY agrees to pay MS a royalty, at the applicable rate set forth
above, for each full or partial unit of Product licensed or distributed by
GATEWAY.

(2) In addition, GATEWAY agrees to pay MS the Localization Additional Royalty
specified above for each full or partial unit of localized (non-USA English)
versions of Product, if any, licensed or distributed by GATEWAY. Localized
versions are provided on an if and when available basis.

(3) Where multiple "Releases" (i.e., Update Releases, Version Releases or
Product Releases), language versions, or media versions (e.g., MS-DOS and
MS-DOS ROM) of a Product are licensed for the same Customer Systems, GATEWAY
may distribute only one copy of Product software in addition to one copy of
Preinstalled Product Software in one language and Release for use on each
such Customer System.

                          ADDITIONAL PROVISIONS KEY

(a)

GATEWAY agrees to provide Product Support at least comparable to that
provided for Product(s) supported by the industry in general. GATEWAY agrees
to provide MS with [*] prior written notice of any substantive change in
GATEWAY's support policy for Windows 95.

                               CUSTOMER SYSTEMS

GATEWAY's Customer Systems shall be GATEWAY's assembled computer systems
which (i) are configured for use only by a single user; and (ii) include at
least a CPU, motherboard, power supply, hard disk drive, CD-ROM drive, and
case.


              [*] CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
             SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION