DISTRIBUTOR AGREEMENT BETWEEN COMPAQ LATIN AMERICA CORPORATION AND
PINACOR

         This Distributor Agreement  ("Agreement") is made and entered into this
14th day of September,  1999  ("Effective  Date"),  by and between  Compaq Latin
America Corporation ("Compaq"), a Delaware, U.S.A. corporation,  with offices at
20555 SH 249,  Houston,  Texas  77070 and  Pinacor  ("Distributor"),  a Delaware
corporation, with offices at 3001 South Priest Dr., Tempe, AZ.

ARTICLE I -- DEFINITIONS

         Section 1.01. Definitions. The following definitions shall apply to the
terms used in this Agreement unless otherwise indicated:

         (a)  "Agreement"  means  this  Distribution  Agreement  as  amended  or
supplemented from time to time.

         (b)  "Authorized  Reseller"  means a reseller  who has entered  into an
agreement to purchase  products from  Distributor  for the purpose of resale and
who has been  registered  with  Compaq  by  Distributor.  The  term  "Authorized
Reseller" as used in this  Agreement  specifically  excludes  Authorized  Compaq
Dealers.

         (c) "Compaq  Products"  means the  products  described in Exhibit A, as
updated and revised by Compaq from time to time.

         (e) "Territory" means the territory listed in Exhibit "B".

ARTICLE 2 -- APPOINTMENT OF DISTRIBUTOR

         Section  2.01.  Appointment  of  Distributor.  Compaq  hereby  appoints
Distributor as an Authorized  Distributor  for Compaq Products in the Territory.
Distributor  agrees to purchase Compaq Products from Compaq for the sole purpose
of  distributing  them in  accordance  with the  terms  and  conditions  of this
Agreement.  Distributor  shall not ship  Compaq  Products,  either  directly  or
indirectly,  to any location outside of the Territory  without the prior written
consent of Compaq.

         Section  2.02.  Non-exclusive  Appointment.  Distributor's  appointment
hereunder  is  NONEXCLUSIVE.  Compaq  reserves the right during the term of this
Agreement  and  thereafter  to solicit,  market,  or otherwise  sell directly or
indirectly Compaq Products or other products in the Territory without obligation
or liability to Distributor.

         Section 2.03. Authorized Resellers. (a) Distributor shall sell Compaq
Products only in the Territory and shall register with Compaq the name, address,
and telephone number of each Authorized Reseller.

         (b) Compaq may withdraw the registration of an Authorized Reseller upon
thirty (30) days written notice to Distributor at which time  Distributor  shall
(i) immediately stop reselling Compaq Products to the reseller,  (ii) demand the
immediate  return of all Compaq  Confidential  information  and  Compaq-supplied
sales aids and  materials,  and (iii)  confirm  with  Compaq its receipt of such
materials from the reseller.

         Section 2.04. Automatic Termination. This Agreement shall terminate
automatically without prior notice in the event that:

         (a) Distributor  represents that its appointment is exclusive either by
registering  with a  government  agency in the  Territory or elsewhere or by any
other action that would in any way imply or appear to be a representation  of an
exclusive  arrangement or that would result in an official governmental or legal
designation of an exclusive  arrangement between the Parties, in which case such
registration or representation shall be null and void; or

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         (b) This  Agreement  is deemed by  operation  of law to be an exclusive
agreement in the Territory or country in which the  Distributor is located or is
doing business.

         Section 2.05. Independent Contractor. Distributor is an independent
contractor and is not a legal representative or agent of Compaq for any purpose
whatsoever.

ARTICLE 3 - TERM

         Section 3.01. Term. (a) The term of this Agreement shall be twelve (12)
months commencing on the Effective Date.

         (b) This Agreement will be  automatically  renewed at the conclusion of
the initial  twelve (12) month period for  successive  twelve (12) month periods
unless one of the  Parties  indicates  by written  notice to the other Party not
less than thirty  (30) days prior to the end of such  twelve  (12) month  period
that it does not intend to renew.  Notwithstanding  any of the  foregoing,  this
Agreement  may be  terminated by either Party at any time pursuant to Article 15
of this Agreement.

ARTICLE 4 -- DUTIES OF THE PARTIES

         Section 4.0 1. Duties of Compaq. Compaq shall perform the following
duties:

         (a) Provide Distributor technical assistance and information concerning
Compaq Products

         (b) Train three (3) of  Distributor's  employees  to perform  sales and
marketing services for Compaq Products;

         (c) Provide  Distributor  with an initial  quantity,  as  determined by
Compaq,  of sales aids,  data sheets,  brochures,  instruction  sheets and other
materials to assist Distributor in the promotion and sale of Compaq Products and
as  part  of  Compaq's  and  sales  training.  Compaq  will  make  available  to
Distributor additional copies of such materials and additional sales training at
a reasonable cost.

         Section 4.02. Duties of Distributor. Distributor shall perform the
following material duties at all times during the term of this Agreement:

         (a) Exert its best efforts to market,  advertise,  promote,  sell,  and
support Compaq Products;

         (b) Purchase Compaq Products from only Compaq,  unless Compaq grants in
writing permission to purchase Compaq Products from an other source;

         (c) Exert its best  efforts  to  recruit  resellers  from its  reseller
network consistent with the objectives and requirements of Compaq;

         (d) Obey all  applicable  laws,  comply with all  applicable  rules and
regulations, and conduct business in an ethical manner;

          (e) Comply with all applicable Distributor authorization requirements,
which may be amended from time to time by Compaq at its sole discretion;

         (f) Refuse to sell or otherwise make available  Compaq  Products to any
unauthorized  third  party for the purpose of  reselling  the product to others,
unless Compaq grants in writing permission to make such sales;

         (g)   Incorporate   into  Compaq   Products   only  parts  and  options
manufactured  or sold by Compaq and inform  Authorized  Resellers that parts and
options not manufactured or sold by Compaq are not warranted by Compaq; and

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         (h) Report promptly to Compaq any suspected problems relating to Compaq
Products and keep Compaq informed of any customer complaints.

ARTICLE 5 -- ORDERING COMPAQ PRODUCTS

         Section  5.01.  Ordering  Procedures.  Distributor  shall order  Compaq
Products  pursuant to procedures  established and amended by Compaq from time to
time at its  sole  discretion,  which  procedures  are  herein  incorporated  by
reference.

         Section 5.02. Orders Subject to Acceptance. All orders shall be subject
to acceptance by Compaq and shall be governed solely by the terms and conditions
of  this  Agreement.   No  additional  or  different   provisions  contained  in
Distributor's purchase orders or other business forms or correspondence shall be
of any force whatsoever.

         Section  5.03.  Product  Availability,  Delay,  and Partial  Shipments.
Distributor acknowledges that product availability may be subject to production,
shipping, or other delays. In such event, Distributor agrees that Compaq may, at
its sole  discretion,  allocate  distribution  of Compaq Products among Compaq's
customers,  notwithstanding the effect such allocation may have on Distributor's
outstanding orders.  Compaq may make the shipments of Compaq Products ordered by
Distributor in one or more installments.

         Section 5.04. Product Discontinuance. COMPAQ reserves the unilateral
right, without any prior notice, to cease making available any COMPAQ Product to
Distributor.

         Section 5.05. Scheduling Compaq Products.  Prior to the commencement of
this Agreement and,  thereafter,  on or before each anniversary of the Effective
Date,  Distributor  will  submit a written  forecast  to  COMPAQ  of the  COMPAQ
Products  required for each of the next twelve (12) months.  COMPAQ reserves the
right to supply  all or a portion of  Distributor's  forecast,  consistent  with
availability,   production  schedules,  product  demand  and  other  factors  as
determined by COMPAQ in its sole  discretion.  COMPAQ shall have no liability or
obligation  to  Distributor  for  partial  or late  delivery  or for  failure to
deliver.

         Section 5.06. Sales Out and Inventory  Information.  Distributor agrees
to provide  COMPAQ with a monthly  summary by model number,  customer  name, and
unit serial number of the COMPAQ  Products sold at each  Authorized  Location as
well as Distributor's  current  inventory  position.  This information  shall be
submitted to COMPAQ in accordance  with the  procedures  specified  from time to
time by COMPAQ, including but not limited to, by providing Compaq with access to
Distributor's   facilities   and  files  for  the  purposes  of  verifying  such
information.

         Section 5.07. Licenses. (a) Compaq shall be responsible for obtaining
export licenses and other export approvals for shipping Compaq Products from the
United States to the Territory.

          (b) Distributor shall be responsible for obtaining import licenses and
other legally  required import  approvals to import products into the Territory,
unless Compaq,  at its sole discretion,  elects to assume such  responsibilities
from time to time.

          (c) The  Parties  agree to  cooperate  to  ensure  that all  necessary
documents and information are  expeditiously  supplied to the party  responsible
for obtaining such licenses and approvals.

          (d) The shipment of Compaq Products under any Order shall be dependent
upon the grant of legally required licenses and approvals.  Failure or inability
to ship due to the  inability to acquire the  necessary  licenses and  approvals
shall not  constitute  a breach of this  Agreement  or  subject  the  Parties to
liability as a result thereof.

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ARTICLE 6 -- PRICES AND PAYMENT

          Section 6.01. Price.  Distributor shall pay Compaq for Compaq Products
at the applicable prices specified in the Compaq  Distributor Price List ("Price
List" or "Applicable  Price List") in effect on the date an Order is received or
shipped by Compaq, whichever is less.

          Section  6.02.  Price  List.  (a) The  Price  List in  force as of the
Effective Date of this Agreement is that contained in Exhibit A.

          (b)  Compaq  shall have the right to amend the Price List at any time.
The Price  List will be  published  and become  effective  either on the date of
publication  or on a later date  specified  by Compaq and will  remain in effect
until a new Price List is published and becomes effective.

          (c) The prices  contained  in the Price List are F.O.B.  the  shipping
location  designated  by Compaq and are exclusive of all  transportation  costs,
export taxes,  personal property taxes, value added taxes, customs duties or any
other charges associated with the transportation,  exportation,  importation, or
sale of Compaq Products. All such costs for each Compaq Product shall be paid by
Distributor pursuant to the then current billing practices of Compaq.

          (d) The suggested  resale prices for Compaq Products  contained in any
price list are suggestions only.  Distributor is under no obligation  whatsoever
to accept any such suggested prices. Compaq expressly disclaims any intention to
have Distributor adhere to the suggested resale prices.

          Section  6.03.  Payment and Means of Payment.  (a) Payment in full for
each Compaq  Product  shall be made in US Dollars and is due and payable  within
the time period established by Compaq, at Compaq's sole discretion ("Due Date").

          (b) Distributor  shall, prior to the Effective Date of this Agreement,
arrange credit terms  acceptable to Compaq in order to secure payment for Compaq
Products.  Distributor  shall bear all expenses  associated with the origination
and maintenance of any credit arrangement.

          Section 6.04.  Failure To Make Payments;  Interest.  If payment is not
received  by  Compaq  by the  Due  Date,  Distributor  shall  pay an  additional
financing charge of the conventional  rate plus a spread of 0.5 % for each month
or portion thereof during which payment remains outstanding.

          Section 6.05. Right To Stop Shipments. If COMPAQ has given Distributor
notice of  termination  of this Agreement or if Distributor is delinquent on any
payment for COMPAQ  Products,  COMPAQ shall have the right to stop all shipments
to Distributor.  The order for any such stopped  shipment shall be considered to
have been cancelled by Distributor.

         Section  6.06.  Right to Setoff.  Compaq shall have the right to setoff
off or apply any and all  amounts  owed by  Distributor,  its  subsidiaries  and
affiliates,  against any and all amounts owed or which may subsequently be owing
by Compaq to Distributor,  its affiliates,  subsidiaries,  or their successor in
interest.

         Section  6.07.  Litigation  To Collect Sums Owed.  In the event that it
becomes  necessary for Compaq to institute  litigation or other  proceedings  to
collect  sums  owed  by  Distributor,   Distributor  shall  be  responsible  for
reasonable  attorneys'  fees,  fees,  and  other  costs  incurred  by  Compaq in
connection with such action, and agrees to indemnity Compaq against any expenses
or attorneys' fees pertaining thereto.

         Section 6.08. Price  Protection.  When the adoption of a new Applicable
Price List results in the reduction of the price of any COMPAQ  Product,  COMPAQ
may provide  Distributor  price protection for such products pursuant to written
policies  or  procedures  established  by  COMPAQ  from time to time at its sole
discretion.

ARTICLE 7 -- CANCELLATION CHARGES


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         Section  7.01.  Cancellation  Charges.  Compaq  shall have the right to
impose a  cancellation  charge for any order that is  canceled  or  deferred  by
Distributor  at a rate,  not to exceed  five (5)  percent of such  order,  to be
established by Compaq at its sole discretion.  Compaq may waive any cancellation
charge.  A waiver by Compaq of a  cancellation  charge in one or more  instances
shall not  constitute  a waiver by Compaq of its right to impose a  cancellation
charge in a subsequent instance.

ARTICLE 8 -- TITLE AND RISK OF LOSS OR DAMAGE

         Section  8.01.  Title.  Title and risk of loss or damage to each Compaq
Product  shall  pass  to   Distributor   upon  delivery  to  Distributor  or  to
Distributor's designated agent or customs broker, whichever occurs first. Compaq
will use a customs broker of its choice as Distributor's designated agent in the
absence  of  written   instructions  to  the  contrary  from  the   Distributor.
Distributor  may amend its delivery  instructions  upon thirty (30) days written
notice to Compaq.

ARTICLE 9 --SECURITY INTEREST

         Section  9.01.  Security  Interest.  Compaq  reserves a purchase  money
security  interest  in the Compaq  Products  shipped to  Distributor  under this
Agreement,  in the  proceeds  thereof,  in the  amount of the  Compaq  Products'
purchase  prices,  and in the  accounts  receivable  for such  Compaq  Products.
Distributor  expressly grants Compaq the right to file in Distributor's name any
document required to perfect such purchase money security interest.  Distributor
agrees to sign any  documents  required  to permit  Compaq to  perfect  any such
purchase money security interest.

ARTICLE 10 - SERVICE AUTHORIZATION / SPARE PARTS

         Section  10.0 1.  Service  and Spare Parts  Authorization.  The parties
agree that this Agreement does not grant  Distributor  authorization  to perform
service  on COMPAQ  Products  or to  purchase  or sell  spare  parts for  COMPAQ
Products.  The  aforementioned  authorization,  if any,  shall be  governed by a
separate  authorized  warranty service provider agreement to be a reed to by the
parties.

ARTICLE 11 -- LIMITED WARRANTY

         Section 11.01. Limited Warranty, The applicable Compaq limited warranty
statement  is  included  with  each  Compaq  Product   shipped  to  Distributor.
Distributor  shall not make any other  warranty,  whether  written or oral, with
respect to Compaq Products.

         Section 11.02.  Third Party Warranty.  Compaq may offer Compaq Products
to distributor for which the warranty may be provided by both Compaq and a third
party. In such instances, Distributor will be notified as to how to respond to a
request for warranty services.

         Section 11.03.  Warranty Service,  Distributor agrees to send defective
products that are discovered by Distributor prior to sale to a COMPAQ authorized
service provider for service,

         Section  11.4.  Limitations  of  Warranty.  EXCEPT FOR THE WARRANTY SET
FORTH IN THE COMPAQ LIMITED  WARRANTY  STATEMENT,  COMPAQ MAKES NO WARRANTIES OR
REPRESENTATIONS WITH RESPECT TO THE PERFORMANCE OF COMPAQ PRODUCTS.  ALL IMPLIED
WARRANTIES,   INCLUDING   BUT  NOT  LIMITED  TO,  THE  IMPLIED   WARRANTIES   OF
MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE,  ARE HEREBY  DISCLAIMED.
NOTWITHSTANDING  ANYTHING TO THE CONTRARY SET FORTH ELSEWHERE IN THIS AGREEMENT,
THE  LIABILITY  OF COMPAQ FOR DAMAGES  CAUSED BY  DEFECTIVE  COMPAQ  PRODUCTS IS
LIMITED TO THE TERMS OF THE LIMITED  WARRANTY  STATEMENT.  COMPAQ SHALL HAVE THE
RIGHT TO CHANGE ITS  LIMITED  WARRANTY  AT ANY TIME  WITHOUT  FURTHER  NOTICE OR
OBLIGATION TO DISTRIBUTOR OR ANY OTHER PERSON BY REASON OF SUCH CHANGE.

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ARTICLE 12 -- TRADEMARKS AND RELATED MATTERS

         Section  12.0 1. Use of  Trademarks  and Trade  Names.  No  rights  are
granted to Distributor  to use trademarks and trade names of Compaq,  its parent
or  related  companies  ("Trademarks")  or  trademarks  or trade  names of third
parties used in connection with the Compaq  Products,  except to identify Compaq
Products  purchased from Compaq  pursuant to this Agreement and to do so only in
the Territory. Distributor shall provide to Compaq, for prior review and written
approval, all promotional, advertising and other materials and activity using or
displaying  Trademarks  or referring to  Distributor  as an  "Authorized  Compaq
Distributor,"  unless such  materials and activity are within the guidelines set
forth by  Compaq.  Distributor  agrees to change or  correct,  at  Distributor's
expense,  any such  material or activity  which  Compaq,  in its sole  judgment,
determines  to be  inaccurate,  objectionable,  misleading  or a misuse  of such
trademarks or trade names.

         Section 12.02. Goodwill.  Distributor recognizes Compaq's, its parent's
or related companies'  ownership of and title to the Trademarks and the goodwill
attaching  thereto,  and  agrees  that any  goodwill  which  accrues  because of
Distributor's  use of the  Trademarks  shall vest in and become the  property of
Compaq.  Distributor  agrees not to  contest  or take any action to contest  the
Trademarks  or to use,  employ or attempt to  register  any  trademark  which is
confusingly or deceptively similar to the Trademarks.

         Section 12.03. Use of Similar  Trademarks.  Distributor  shall promptly
notify Compaq if any person other than an Authorized Compaq Distributor is using
a trademark  similar to the Trademarks and, at the expense of Compaq,  shall, if
requested,  join  in any  action  Compaq  may  deem  advisable  to  protect  its
Trademarks.

ARTICLE 13 - PATENTS AND COPYRIGHTS

         Section 13.01.  Defense Against Suits.  Compaq will defend  Distributor
against a claim that Compaq  Products  infringe any patent or copyright and will
pay resulting  costs,  damages and attorneys'  fees finally  awarded by a court,
provided that (i) Distributor  promptly notifies Compaq in writing of the claim;
and (ii)  Compaq has sole  control of the  defense  and all  related  settlement
negotiations.

         Section  13.02.  Replacement or  Modification  of Products To Make them
Non-Infringing.  If the Compaq Products or the operation  thereof become,  or in
opinion of Compaq are likely to become, the subject of such a claim, Distributor
will permit Compaq, at the sole option and expense of Compaq,  either to procure
the  right for the  Distributor  to  continue  marketing  and  using the  Compaq
Products  or to replace or modify them so that they  become  non-infringing.  If
neither  of  the  foregoing   alternatives  is  available  on  terms  which  are
reasonable,  in the sole judgment of Compaq,  Distributor will return the Compaq
Products upon written request by Compaq and Compaq agrees to grant Distributor a
credit equal to the price paid by Distributor to Compaq for the returned  Compaq
Products.

         Section  13.03.  Non-Compaq  Products.  Compaq,  its  parent or related
companies,  shall have no  liability  for any claim based upon the  combination,
operation or use of any Compaq Product supplied  hereunder with equipment,  data
or  programming  not  supplied  by  Compaq,  or  based  upon any  alteration  or
modification of the Compaq Products.

         Section 13.04.  Entire  Obligation of Compaq.  The foregoing states the
entire  obligation of Compaq,  its parent or related  companies,  to Distributor
with respect to infringement of patents and copyrights.

ARTICLE 14 -- CONFIDENTIAL INFOR ATION

         Section 14.01. Confidential Information. Confidential information shall
mean  all  information   designated  "Compaq   Confidential"  and  disclosed  to
Distributor  which  relates to the present or future  development  and  business
activities  of Compaq,  including,  but not limited to, all sales,  promotional,
advertising,  and support  programs.  Distributor  shall hold such  confidential
information  in trust and  confidence  for Compaq and shall not use it except in
furtherance  of the  relationship  set  forth in this  Agreement,  nor  publish,
disclose or  disseminate  it,  except as may be  authorized by Compaq in writing
Upon expiration or termination of this

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Agreement,   Distributor  shall  promptly  deliver  to  Compaq  all  written  or
descriptive matter containing any such confidential information.

ARTICLE 15 -- TERMINATION

         Section  15.01.  Right To Terminate for Any Reason.  Either Party shall
have the right to terminate  this  Agreement  at any time,  for any reason or no
reason  whatsoever,  at such Party's sole  discretion,  said  termination  to be
effective  thirty  (30) days from the date  written  notice  of  termination  is
received by the non-terminating Party.

         Section 15.02. Immediate  Termination.  (a) Upon the occurrence of any
of the following  enumerated  circumstances,  termination  of this  Agreement by
Compaq shall be effective  immediately  upon receipt by  Distributor  of written
notice of termination:

         (i)  A  receiver,  liquidator,  trustee  or  similar  administrator  is
appointed to take charge of all or substantially all of Distributor's assets;

         (ii)  Distributor  is adjudged or becomes  bankrupt  or  insolvent,  is
unable to pay its  debts as they  become  due,  or makes an  assignment  for the
benefit of its creditors;

         (iii)  Any  judicial  proceedings  are  commenced  by or on  behalf  of
Distributor pursuant to any bankruptcy, insolvency or debtor relief law;

         (iv) Distributor voluntarily or involuntarily undertakes to dissolve or
wind up its affairs;

         (v) Distributor  defaults in any payment due to Compaq and such default
continues for a period of thirty (30) days after the Due Date;

         (vi)  Distributor  makes any  false or  misleading  representations  in
connection  with the business  relationship  of the parties or engages in fraud,
criminal or negligent  conduct in connection  with the business  relationship of
the parties;

         (vii) Any  competitor  of Compact  purchases or  otherwise  acquires an
interest of any sort or size in Distributor; or

         (viii) Distributor breaches any other material term of this Agreement.

         (b) If for any  reason  such  circumstances  are  found  not to  exist,
termination  shall  nevertheless be effective  thirty (30) days from the date of
receipt by  Distributor of Compaq's  written  notice of termination  pursuant to
Section 15.0 1.

         Section  15.03.   Change  in  Status.  In  the  event  of  any  merger,
consolidation,  change in key management,  or reorganization of Distributor,  or
any change of control,  directly or indirectly,  of Distributor,  or transfer of
any substantial  part of Distributor's  business,  whether by transfer of stock,
sale of assets,  merger,  consolidation or otherwise,  Distributor  shall notify
Compaq in writing not more than ten (10) days after such  change in status,  and
Compaq shall have the right, in its sole discretion, to terminate this Agreement
effective  immediately  upon written  notice to Distributor in the event of such
change in status.

         Section 15.04.  Consequences  of Termination.  UNDERSTANDING  FULLY THE
RISK THAT THIS  AGREEMENT MAY BE TERMINATED AT ANY TIME FOR ANY REASON OR FOR NO
REASON  WHATSOEVER,  the  Parties  agree that in the event of  termination  that
terminating  Party shall not under any circumstances be liable by reason of such
termination  for  damages  or  otherwise,  whether  for the loss of  present  or
prospective  commissions  or lost  profits,  or for  expenditures,  investments,
opportunities foregone, or for the inability to fulfill customers' contracts, or
otherwise.

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         Section 15.05.  Repurchase of Inventory.  (a) If Compaq terminates this
Agreement,  Compaq may, at its sole option, repurchase some or all of the Compaq
Products in  Distributor's  inventory  at prices to be agreed upon by Compaq and
Distributor,  but in no event  greater  than the price  invoiced to and actually
paid by the Distributor less any credits received by Distributor with respect to
such  products.  In the event the factory box seal of a Compaq  Product has been
broken,  the  price to be paid by  Compaq  shall  not  exceed  50% of the  price
invoiced to and actually paid by Distributor.

         (b) If Distributor  terminates this Agreement,  Compaq may, at its sole
discretion, accept return of some or all of the Compaq Products in Distributor's
inventory.  If  Compaq  chooses  to accept  such  returns,  Distributor  will be
reimbursed the price invoiced to and actually paid by the  Distributor  less (i)
any credits  received  by  Distributor  with  respect to such  products,  (ii) a
fifteen (15) percent handling charge, and (iii) any return shipment charges paid
by Compaq.

         Section 15.06.  Acceleration of Due Date. Termination of this Agreement
shall automatically  accelerate the Due Date such that all outstanding  invoices
shall be due and payable as of the effective date of termination.

         Section 15.07.  Rejection of Orders.  (a) Upon notice of termination of
this  Agreement,  Compaq  may reject  all or part of any  orders  received  from
Distributor  after the date of notice of  termination.  Compaq may also,  in its
sole  discretion,  refuse  to fill  any  orders  received  prior  to  notice  of
termination.  Any Compaq  Products  to be shipped  to  Distributor  prior to the
effective date of  termination  shall be paid for by Distributor by certified or
cashier's check prior to the shipping date.

Section 15.08. Promotional Allowances. Upon the date of notice of termination:

         (a) All promotional  allowances  available to Distributor for use which
are not already  subject to valid and existing  claims  submitted by Distributor
and received by Compaq shall no longer be available for use by Distributor;

         (b)  Distributor  shall no longer  be  entitled  to  accrue  additional
promotional allowances; and

         (c) Distributor's rights under any inventory-return or price protection
policy that may have been established by Compaq shall terminate.

         Section  15.09.  Actions bv  Distributor  Upon  Termination.  Upon the
effective date of termination of this Agreement:

         (a)  Distributor  shall promptly return all  advertising,  promotional,
technical, sales, or other materials supplied by Compaq;

         (b) Distributor  shall cease holding itself out as an authorized seller
of Compaq Products,

         (c) Distributor  shall notify and arrange for all publishers and others
who may identify, list, or publish Distributor's name as a Distributor of Compaq
Products to discontinue such listings as soon as practicable; and

         (d)  Distributor  shall no longer sell Compaq Products to its customers
without the prior written consent of Compaq.

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ARTICLE 16 -- INDEMNIFICATION

         Section 16.01. Indemnification. Distributor agrees to indemnity against
and hold Compaq  harmless from any and all claims by any other party  resulting,
directly or indirectly, from Distributor's acts, omissions,  misrepresentations,
or negligence, regardless of the form of action.

ARTICLE 17 -- LIMITATION OF REMEDIES/LIABILITY

         Section  1.7.01.   Limitation  of  Remedies.  (a)  In  all  situations
involving the performance or  nonperformance  of Compaq Products,  Distributor's
remedy is set forth in Article I I of this Agreement.

         (b) In the event of the failure,  or threatened  failure, of a Party to
fulfill any of its obligations  hereunder,  the other Party shall be entitled to
seek  injunctive  relief,  to request that such  obligation be fulfilled and, if
that does not occur promptly thereafter,  to terminate this Agreement, and where
appropriate,  bring an action for any monies due hereunder.  Without limitation,
Compaq shall have the right to seek enforcement of its rights regarding patents,
copyrights,   trademarks  or  trade  names  and  enforcement  of   Distributor's
obligation to cease representing itself as an Authorized Compaq Distributor.

         (c) Neither Party shall have any  liability  for  indirect,  special or
consequential damages in connection with this Agreement,  even if advised of the
possibility  of such  damages,  or for any  claim by any third  party  except as
expressly stated in this Agreement.  The foregoing  limitation of liability will
not  apply  to  claims  concerning  enforcement  of  Compaq's  rights  regarding
copyrights,   trademarks  or  trade  names  and  enforcement  of   Distributor's
obligation to cease representing itself as an Authorized Compaq Distributor.

ARTICLE 18 -- GENERAL PROVISIONS

         Section  18.01.  Non-Assignability.  Distributor  shall not  assign any
right or interest  herein nor delegate any duty or obligation  without the prior
written consent of Compaq.  Any attempt to assign any of the rights,  duties, or
obligations of this Agreement without such consent is null and void.

         Section 18.02. Entire Agreement.  The entire understanding  between the
Parties  is  incorporated  herein  and  supersedes  all  prior  discussions  and
agreements  between the Parties  relating to the  subject  matter  hereto.  This
Agreement can be modified only by a written  amendment  executed by  Distributor
and Compaq,  and shall not be  supplemented or modified by any course of dealing
or trade usage.  Variance  from or addition to the terms and  conditions of this
Agreement in any order, or other written  notification  from Distributor will be
of no effect.

         Section 18.03.  Titles and Captions.  All article and section titles or
captions in this Agreement are for  convenience  only.  They shall not be deemed
part of this  Agreement  and in no way define,  limit,  extend,  or describe the
scope or intent of any of its provisions.

         Section 18.04.  Survival of Obligations and Duties. Any obligations and
duties which by their nature extend beyond the expiration or termination of this
Agreement shall survive any expiration or termination and remain in effect.

         Section 18.05. Invalidity of Provisions. If any provision or provisions
of this Agreement shall be held to be invalid,  illegal or  unenforceable,  such
provision  shall be enforced to the fullest  extent  permitted by applicable law
and the validity,  legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.

         Section 18.06.  Contingencies  Beyond a Party's Control.  Neither Party
shall be liable for failure to fulfill its  obligations  under this Agreement if
such  failure  is  caused  by the  occurrence  of  any  contingency  beyond  its
reasonable control.

         Section 18.07.  Expiration of Claims. No action, except those regarding
claims  by third  parties,  or  claims  with  respect  to  patents,  copyrights,
trademarks or trade names and enforcement of  Distributor's  obligation


                                        9

<PAGE>

to cease representing itself as an Authorized Compaq Distributor,  regardless of
form, arising out of this Agreement may be brought by either party more than two
(2) years after the cause of action has arisen,  or, in the case of non-payment,
more than two (2) years from the date the last payment was due.

         Section  18.08.  Addresses and Notices.  Notices  required or permitted
hereunder shall be in writing and deemed given and received when properly posted
by registered or certified mail,  postage  prepaid,  first class, in an envelope
properly  addressed  (i) if to Compaq,  to 20555 SH 249,  Houston,  Texas 77070,
Attention:  Vice President and General Manger,  Compaq Latin America; or (ii) if
to Distributor,  to the address set forth in the introduction of this Agreement,
or to such other address as  Distributor  or Compaq  specifies in writing to the
other party.

         Section 18.09.  Waiver. Any waiver of any kind by Compaq of a breach of
this  Agreement  (i) must be in  writing,  (ii) Shall be  effective  only to the
extent set forth in such writing, and (iii) Shall not operate or be construed as
a waiver of any subsequent  breach by Distributor.  Any Compaq delay or omission
in exercising  any right,  power,  or remedy  pursuant to a breach or default by
Distributor shall not impair any right, power or remedy which Compaq may have.

         Section 18. 10.  Governing Law. This Agreement is governed by the laws
of Texas.

         Section 18.11.  Re-export of U.S. Goods.  Compaq Products  purchased or
received under this Agreement as well as all information disclosed by Compaq are
subject to United States export  regulations.  Distributor may not reexport such
goods or information  without first  obtaining  written  permission  from Compaq
which shall be conditioned on Distributor  first  obtaining the required  United
States export license.

         Section 18.12.  Re-export of U.S.  Technical Data.  Distributor  hereby
gives  assurances  to Compaq that it shall not export,  re-export  or  otherwise
disclose, directly or indirectly,  either technical data received from Compaq or
the direct product of such technical data to any person or destination when such
export, reexport or disclosure is prohibited by the laws of the United states or
regulations of a Department of the United States.

         Section  18.13.  Familiarity  with Foreign  Corrupt  Practices Act. (a)
Distributor is familiar with the Foreign Corrupt  Practices Act ("FCPA") and its
purposes and is aware that the FCPA  prohibits the payment or giving of anything
of value,  either directly or indirectly,  by a U.S. company to an official of a
foreign  government  for the  purpose of  influencing  an act or decision in his
official  capacity,  or  inducing  him to use his  influence  with  the  foreign
government, to assist the U.S. company in obtaining or retaining business for or
with, or directing business to, any person.  Distributor represents that it will
not take any action which would constitute a violation of the FCPA.

         (b) If Compaq  learns or has reason to  believe  that  Distributor  has
violated the FCPA or any other  applicable  United  States law or  regulation in
connection  with  this  Agreement,  it shall  have the  right to  terminate  the
Agreement  immediately  notwithstanding  any provision in this  Agreement to the
contrary.  Distributor  agrees to  indemnify  and hold  harmless  Compaq for any
action taken by Distributor in connection  with this Agreement that violates the
FCPA or any other applicable United States law or regulation.

         Section 18.14. Attorneys' Fees. In any action or proceeding between the
Parties  hereto,  or  brought  to  enforce  the  terms  of this  Agreement,  the
prevailing  party in such action or  proceeding  shall be entitled to recover it
attorneys' fees and costs.

         Section 18.15.  Language of this Agreement.  The Parties have requested
that this Agreement and the documents relating hereto be drawn up in the English
language.

         Section  18.16.  Counterparts.   This  Agreement  may  be  executed  in
counterparts, all of which taken together shall constitute one agreement binding
on all the Parties  notwithstanding  that both Parties may not be signatories to
the original or same counterpart.

         Section 18.17.  Confidentiality of Agreement.  This Agreement is Compaq
Confidential.


                                       10

<PAGE>

         Section  18.18.   Authority  To  Sign.  The  individuals  signing  this
Agreement hereby represent and warrant that they are empowered and authorized to
sign on behalf of and bind the Party for whom they have signed.

ARTICLE 19 -- COMPAQ POLICY

         Section 19.0 1. Compaq  Policy.  Compaq does not  entertain  complaints
from its  Distributors  about  any other  Distributor's  pricing  practices.  In
executing this Agreement,  Distributor recognizes this policy and will cooperate
in complying with this policy.

         THE PARTIES  ACKNOWLEDGE  THAT THEY HAVE READ THIS AGREEMENT AND AGREE
TO BE BOUND BY ITS TERMS AND CONDITIONS

PINACOR

/s/ Shelly Bodine

-----------------
Shelly Bodine
Vice President Pinacor Purchasing

COMPAQ LATIN AMERICA CORPORATION

/s/ Enrique Ospina

------------------
Enrique Ospina
Vice President and General Manager

                                       11

<PAGE>

                                   EXHIBIT "B"
                                   -----------

                  CPU's                                       OPTIONS
                  -----                                       -------
                  Argentina                                   All Latin America
                  Bolivia
                  Brazil
                  Caribbean
                  Central America
                  Chile
                  Colombia
                  Ecuador
                  Mexico
                  Paraguay
                  Peru
                  Puerto Rico
                  Uruguay
                  Venezuela