EXHIBIT 10.3



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 VERSIONS ON FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION.

                               AMENDMENT NUMBER 5
                               Amendment Date: [*]
            to MICROSOFT OEM LICENSE AGREEMENT FOR DESKTOP OPERATING
                           SYSTEMS between MICROSOFT
            CORPORATION, a Washington, U.S.A. Corporation and GATEWAY
                      2000 INC., a Corporation of Delaware
              Agreement Effective Date: May 1, 1995 MS License [*]


Effective as of the Amendment Date indicated above, the below signed parties
agree that the indicated portions of the above referenced license agreement
(hereinafter the "Agreement") are hereby amended by this instrument (hereinafter
the "Amendment"), as follows:

1. Notwithstanding anything to the contrary in the Agreement (including
Exhibits), the following shall apply to Product acquired from Authorized
Replicator(s).

     (a) GATEWAY shall acquire all components of each unit of Product to be
     distributed with a Customer System (i.e., APM, Product end user
     documentation, and Product software on external media, as applicable) from
     an Authorized Replicator and in a single package or stock keeping unit.
     Provided, however, this shall not preclude GATEWAY from acquiring separate
     units of Product from multiple Authorized Replicators.

     (b) All orders for Windows for Workgroups, MSDOS, Windows '95, Windows NT
     Workstation and their licensed successor placed with Authorized
     Replicators, and payments to the Authorized Replicators, shall be made by
     GATEWAY or GATEWAY Subsidiaries. Shipments by Authorized Replicators may be
     delivered only to locations owned or controlled by GATEWAY or GATEWAY
     Subsidiaries. GATEWAY hereby certifies that all addresses to which GATEWAY
     or GATEWAY Subsidiaries request Product delivered shall comply with the
     foregoing requirement.

2. The attached Addendum to Exhibit(s) C, C1, C2, C3 and C5 is hereby added to
the Agreement, and GATEWAY hereby agrees to comply with all the terms and
conditions thereof.

All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement. The terms of this Amendment shall supersede
any inconsistent terms contained in the Agreement.

NOTICE:
FOR PRODUCT(S) SPECIFIED IN EXHIBIT C AS LICENSED UNDER THE "PER SYSTEM" ROYALTY
CALCULATION PROVISIONS, PLEASE NOTE THE FOLLOWING:

THIS IS A MICROSOFT PER SYSTEM LICENSE. AS A CUSTOMER, YOU MAY CREATE A "NEW
SYSTEM" AT ANY TIME THAT DOES NOT REQUIRE THE PAYMENT OF A ROYALTY TO MICROSOFT
UNLESS THE CUSTOMER AND MICROSOFT AGREE TO ADD IT TO THE LICENSE AGREEMENT.

ANY NEW SYSTEM CREATED MAY BE IDENTICAL IN EVERY RESPECT TO A SYSTEM AS TO WHICH
THE CUSTOMER PAYS A PER SYSTEM ROYALTY TO MICROSOFT PROVIDED THAT THE NEW SYSTEM
HAS A UNIQUE MODEL NUMBER OR MODEL NAME FOR INTERNAL AND EXTERNAL IDENTIFICATION
PURPOSES WHICH DISTINGUISHES IT FROM ANY SYSTEM THE CUSTOMER SELLS THAT IS
INCLUDED IN A PER SYSTEM LICENSE. THE REQUIREMENT OF EXTERNAL IDENTIFICATION MAY
BE SATISFIED BY PLACEMENT OF THE UNIQUE MODEL NAME OR MODEL NUMBER ON THE
MACHINE AND ITS CONTAINER (IF ANY), WITHOUT MORE.

IF THE CUSTOMER DOES NOT INTEND TO INCLUDE A MICROSOFT OPERATING SYSTEM PRODUCT
WITH A NEW SYSTEM, THE CUSTOMER DOES NOT NEED TO NOTIFY MICROSOFT AT ANY TIME OF
THE CREATION, USE OR SALE OF ANY SUCH NEW SYSTEM, NOR DOES IT NEED TO TAKE ANY
PARTICULAR STEPS TO MARKET OR ADVERTISE THE NEW SYSTEM.

UNDER MICROSOFT'S LICENSE AGREEMENT, THERE IS NO CHARGE OR PENALTY IF A CUSTOMER
CHOOSES AT ANY TIME TO CREATE A NEW SYSTEM INCORPORATING A NON-MICROSOFT
OPERATING SYSTEM. IF THE CUSTOMER INTENDS TO INCLUDE A MICROSOFT OPERATING
SYSTEM PRODUCT WITH THE NEW SYSTEM, THE CUSTOMER MUST SO NOTIFY MICROSOFT, AFTER
WHICH THE PARTIES MAY ENTER INTO ARM'S LENGTH NEGOTIATION WITH RESPECT TO A
LICENSE TO APPLY TO THE NEW SYSTEM.

IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of
the first date written above. All signed copies of this Amendment shall be
deemed originals. This Amendment is executed only in the English language.

MICROSOFT CORPORATION             _________________________
                                  (GATEWAY 2000)

/s/ Ronald Hosogi                 /s/William M. Elliot
-----------------                 -------------------------
By                                By

Ronald Hosogi                     William M. Elliot
-----------------                 -------------------------
Name (Printed)                    Name (Printed)

                                  Senior Vice President and
Director, OEM                     General Counsel
-----------------                 -------------------------
Title                             Title

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


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


                            ADDENDUM TO EXHIBIT(S) C
             ADDITIONAL TERMS FOR DESKTOP OPERATING SYSTEM PRODUCTS

(a)  Notwithstanding anything to the contrary that may be contained in the
     Agreement including the above - referenced Exhibit(s) C, the following
     shall apply to Windows 95 and/or Windows NT Workstation, if licensed under
     the Agreement:

     (1) GATEWAY is not licensed to, and agrees that it will not, modify, in any
     way, or delete any aspect of the Product software (including, without
     limitation, any features, shortcuts, icons, "wizards", folders (including
     sub-folders) or programs of Product software) as delivered by MS in the
     Product Deliverables, except if and as specifically permitted below or in
     the OPK User's Guide ("OPK") provided in the Product Deliverables. In
     particular, and without limitation, this means that GATEWAY is not licensed
     to and agrees that it will not:

     (A)  Modify or obscure, in any way, the sequence or appearance of any
          screens displayed by the Product software as delivered by MS from the
          time the Customer System completes BIOS processing after being
          switched on by the end user and transfers control to the Product
          software loaded from the hard disk("End User Boot") until the time
          that the "Welcome to [Product name]" program has been run and closed
          by the end user and the Customer System displays the Product software
          "desktop" screen defined in the OPK ("Desktop Screen").

     (B)  Except as provided in (C), display any content (including visual
          displays or sounds) from End User Boot through and including the time
          that the Customer System has displayed the Desktop Screen.

     (C)  Modify or obscure, in any way, the appearance of the Desktop Screen
          (including without limitation, the addition or modification of
          background wallpaper bitmaps displayed upon End User Boot); provided,
          however, that GATEWAY may add icons or folders to the Desktop Screen
          provided that any such icons are the same size and substantially
          similar shape as icons included on the Desktop Screen as delivered by
          MS and that any such folders are the same size, shape and appearance
          as folders included on the Desktop Screen as delivered by MS.

     (D)  Use any portion of Product software to enable any programs or other
          content to run or appear prior to End User Boot.

     (E)  Configure any programs (including without limitation any "shells",
          "screen savers" or "welcome" scripts), "wizards" or other content to
          be enabled, run or initialized automatically (i.e., without requiring
          a deliberate act of the end user) from an icon or folder on the
          Desktop Screen or from the "Start" Menu of the Desktop Screen or
          otherwise. By way of example only, and without limiting the generality
          of the foregoing, GATEWAY agrees that it shall not (1) populate with
          any other programs or other content the Product software "Start-up"
          directory (i.e., "Windows\Start Menu\Programs\StartUp" folder for
          Windows 95, or "%windir%\profiles\[user(s)]\Start
          Menu\Programs\Startup" folder for Windows NT Workstation) or (2)
          populate the boot.ini, config.sys, autoexec.bat, win.ini, system.ini,
          system.dat or user.dat files in any manner which will cause any
          program or content to run or load automatically upon End User Boot,
          except for device drivers necessary to support preinstalled or
          preconfigured hardware devices (e.g., network cards, printers, etc.).

     (F)  Modify or add content to any directories installed by the Product
          software, except as permitted in the OPK for preinstallation of
          applications by GATEWAY.

     (2) GATEWAY agrees that it will preinstall and begin shipment of the most
     current licensed release of Product (i.e., Product Release, Version
     Release, Update Release or Supplement) on all Customer System models first
     distributed [*] (or an earlier date, at GATEWAY's option) following MS'
     shipment of the corresponding OPK or OPK supplement for such release;
     provided that if a shipment of the OPK or OPK supplement from MS occurs
     between [*] of a given calendar year, GATEWAY agrees that it will begin
     shipment of most current licensed release of Product [*] the following
     year.

(b)  Notwithstanding anything to the contrary contained in the Agreement
     (including Exhibits), the following shall apply to all Products licensed
     under the above referenced Exhibit(s) C:

     (1) GATEWAY may distribute Product(s) only with Customer Systems which are
     marketed and distributed exclusively under GATEWAY's or GATEWAY
     Subsidiaries' brand names, trade names and trademarks. The Product(s) may
     not be distributed with Customer Systems which are marketed or distributed
     under any name which includes any third party brand names, trade names or
     trademarks.

     (2) If, at any time, MS becomes aware of any distribution of Product in
     violation of the Agreement, then without limiting its remedies, MS may
     charge GATEWAY for each such Customer System or unit of Product, as
     applicable, an additional royalty equal to [*] the highest royalty for the
     Product(s). GATEWAY shall pay such additional royalty [*] of receipt of MS'
     invoice.

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