SOFTWARE INSTALLATION AGREEMENT

                        (FOR MICROSOFT SOFTWARE PRODUCTS)

THIS SOFTWARE INSTALLATION AGREEMENT (this "SOFTWARE INSTALLATION AGREEMENT") is
made as of November 1, 1999 ("Effective Date"), by and between:

HP:               HEWLETT-PACKARD COMPANY
                  3000 Hanover Street
                  Palo Alto, CA 94304-1112

and

COMPANY:          PINACOR, INC.
                  3001 South Priest Drive
                  Tempe, AZ 85282-2323

Please  provide,  on Exhibit D of this  Agreement,  all of the  locations  where
Microsoft software installation will occur.

HP and Pinacor, Inc. hereby agree as follows:

1.      DEFINITIONS

1.1.     "Customer  Systems" shall mean the HP personal computer products as set
         forth in Appendix A.

1.2.     "Contract  Manufacturing  Agreement" shall mean the 3rd Party Installer
         Agreement,  to be executed  between HP and  Pinacor,  Inc.  under which
         Pinacor, Inc. performs on behalf of HP certain assembly activities with
         respect to the Customer Systems.

1.3.     "MS" or "Microsoft" shall mean Microsoft Corporation.

1.4.     "MS Product" shall mean the Microsoft software products as set forth in
         Appendix B.

1.5.     "Product"  as used in the  attached  Appendix  C shall  have  the  same
         meaning as "MS Product" for the purposes of this Software  Installation
         Agreement.

1.6.     "Third Party Installer" or "COMPANY" shall mean Pinacor,  Inc. as first
         defined above.

1.7.     "APM"  shall  mean  Associated  Product  Materials,   consisting  of  a
         certificate  of  authenticity,  an end  user  license  agreement,  a MS
         product registration card, and/or other materials reasonably designated
         by MS from time to time which HP may, or which  Third  Party  Installer
         may if authorized  in writing by Microsoft,  acquire from an Authorized
         Replicator.

1.8.     "Authorized Replicator " shall mean a third party approved by MS and HP
         from which Third Party Installer may acquire  Product(s)  reproduced in
         accordance with MS specifications.

1.9.     "Product  Deliverables"  shall mean (i) Product software in object code
         form,  if   applicable;   (ii)   installation   utilities  and  related
         documentation,  if applicable;  (iii) a single copy of Product end user
         documentation;   (iv)  one  or  more  units  of  Product  hardware,  if
         applicable;  and (v) any other deliverables  identified in HP's License
         Agreement  with  Microsoft  or  otherwise  identified  by MS as Product
         Deliverables.

1.10.    "EULA"  shall mean MS'  standard  end user  license  agreement  for the
         Product which shall consist of the applicable  license and MS' standard
         warranty terms for the specific Product.

                                        1

<PAGE>

2.       SCOPE

2.1      MS Product License.  HP has been granted a license to load,  preinstall
         and distribute the MS Products  pursuant to a certain license agreement
         between  HP and  Microsoft.  HP  has  also  agreed  to  the  terms  and
         conditions  substantially  as set forth in  Appendix C with  respect to
         HP's use of any third party installer for the MS Products.

2.2      Third Party Installer. In order for Pinacor, Inc. to be authorized as a
         Third Party Installer by HP and Microsoft,  to load and pre-install the
         MS  Product  on  Customer  Systems  under  the  Contract  Manufacturing
         Agreement,  Pinacor,  Inc.  hereby  agrees  to abide by the  terms  and
         conditions  imposed by Microsoft as set forth in the attached  Appendix
         C.

3.       OTHER PROVISIONS

3.1      Breach.  A  breach  of any  provision  of  this  Software  Installation
         Agreement,  including all provisions  incorporated by reference herein,
         shall  constitute  a  material  breach  of the  Contract  Manufacturing
         Agreement between Pinacor, Inc. and HP.

3.2      Term. The term of this Software  Installation  Agreement shall commence
         on the Effective Date referenced herein and will automatically renew on
         an annual basis in conjunction with the U.S. Distributor or U.S. Direct
         Reseller Agreement between Hewlett-Packard Company and Pinacor, Inc..

3.3      Third Party  Beneficiary.  Microsoft shall be a third party beneficiary
         of this  Software  Installation  Agreement  and  shall be  entitled  to
         enforce the terms of this Software Installation  Agreement in the event
         HP fails to do so.

3.4      Limitation of Liability.  Pinacor,  Inc. agrees that IN NO EVENT, SHALL
         HP OR MS  HAVE  ANY  LIABILITY  TO  Pinacor,  Inc.  FOR  CONSEQUENTIAL,
         INCIDENTAL  OR  SPECIAL  DAMAGES  ARISING  FROM  ANY  CLAIM  OR  ACTION
         HEREUNDER, BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY.

AGREED:

HEWLETT-PACKARD                                               Pinacor, Inc.

By:                                                           By:

Print Name:                                                   Print Name:

Title:                                                        Title:

HP/Pinacor, Inc. - MS SWINST.


                                        2

<PAGE>

                                   APPENDIX A

                                       to

                         Software Installation Agreement

                                CUSTOMER SYSTEMS

                                   HPPRODUCTS

AS OF: November 01, 1999:

Reference         Description

[LIST  HP  PRODUCTS]  Product  Families  HP Brio  PC's HP  Vectra  PC's HP Kayak
Workstations

    The above HP Product list may change from time to time upon notice by HP.

                                        3

<PAGE>

                                   APPENDIX B

                                       to

                         Software Installation Agreement

                                   MSPRODUCTS

[LIST MS PRODUCTS]
MS Windows 95
MS Windows 98
MS Windows NT
MS Windows NT 4.0
MS Office 2000
MS Office 2000 Professional

    The above MS Product list may change from time to time upon notice by HP.

                                        4

<PAGE>

                                   APPENDIX C

                                       to

                         Software Installation Agreement

                         MS THIRD PARTY INSTALLER TERMS

1.  THIRD PARTY INSTALLER CONDITIONS

The conditions listed below apply to the Third Party Installer.

The Third Party Installer shall:

          (1) comply with Sections II(a), II(e), II(f) of HP's License Agreement
with Microsoft,  and Sections 2(b), 2(e), 2(f), 2(h), 6(c), 7(a), 11, 13, 14 and
17(a) of HP's Business Terms Document with Microsoft, as set forth below;

          (2) consent to venue and  jurisdiction in the state and federal courts
sitting in the State of Washington  with respect to any action  brought by MS to
enforce its rights under the Installation Agreement;

          (3)  provide  access to Third  Party  Installer  premises to audit for
inspection  team(s) sent on behalf of MS or HP, with reasonable notice, in order
that such team,  accompanied by HP if HP so desires, may perform an audit of the
Third Party  Installer's  relevant books and records and/or an inspection of the
Third Party  Installer's  relevant  procedures to determine  compliance with the
terms of the Installation Agreement and the Agreement;

          (4) halt  reproduction of the Product upon notice from HP or MS of the
suspension, termination, or expiration of this Agreement;

          (5) distribute the Customer Systems with Preinstalled Product Software
only to HP, HP  Subsidiaries,  HP  resellers,  HP  distributors,  and, upon MS's
written approval to HP, end-user customers, on behalf of HP;

          (6) pay MS' or HP's  attorneys'  fees  if,  after  reasonable  efforts
otherwise,  HP or MS employs  attorneys to enforce any rights arising out of the
Installation  Agreement and HP and/or MS are the prevailing  party in connection
with such enforcement;

          (7) report to HP or MS, upon HP or MS request and in the form provided
by HP or  MS,  information  concerning  Products  installed  including,  without
limitation,  the number of units of each Product  installed and/or the number of
packages inserted, and the number of units of Product packages in inventory; and

          (8) maintain the inventory of Product packages received from HP or the
Authorized  Replicator  on behalf  of HP, if any,  separate  from  inventory  of
Product packages, if any, in the Third Party Installer's possession for other MS
OEMs (including the Third Party Installer, if the Third Party Installer is an MS
OEM),  in order to  distinguish  each Product  package from Product  packages of
other MS OEMs.  Authorized  Replicator  shall  place HP's name on a  conspicuous
location on each Product package delivered to the Third Party Installer by or on
behalf of HP.

II.  LICENSE GRANT OF HPS LICENSE AGREEMENT.

(a)  Subject  to  limitations  in this  Agreement  and Third  Party  Installer's
compliance with all terms and conditions of this  Agreement,  HP grants to Third
Party Installer a non-exclusive, limited license to:

                                        5

<PAGE>

(i) install one (1) copy of Product  software on a Customer  System hard disk or
ROM   ("Preinstalled   Product   Software")  in  accordance  with   instructions
accompanying the Product Deliverables; and

(ii) distribute with Customer System(s):

(A) one (1) copy of Preinstalled Product Software,

(B) one (1) copy of Product  software  on  external  media  (i.e.,  diskette  or
CD-ROM) as acquired from Authorized Replicator, and

(C) one (1) copy of Product end user  documentation  as acquired from Authorized
Replicator.

(e) (i) Unless  otherwise  provided in the  Agreement,  Third Party  Installer's
license to  distribute  the Product is limited to  distribution  only with those
Customer System(s) and only inside the Customer System package.

 ....(ii) Third Party Installer shall comply with additional provisions, if any,
identified by HP with respect to Product.

 ....  (iii)  Third  Party  Installer  may  supplement  but shall  not  modify or
translate Product end user documentation. Third Party Installer shall not remove
or modify the package contents of Product or APM.

(f)  (i)  Third  Party  Installer  shall  include  APM  with  Product   software
distributed on behalf of HP.

(ii) Third  Party  Installer  must  distribute  one (1) copy of Product end user
documentation  as may be  required  by MS with and  inside  the  package of each
Customer System distributed with Product software and/or hardware.

2 PRODUCT TERMS OF HP'S BUSINESS TERMS DOCUMENT

(b) With respect to Supplements,  ET may also grant to Third Party Installer one
or more non-exclusive,  limited additional rights, including without limitation,
those set forth in a "Supplement  Addendum" for such Supplement.  If Third Party
Installer  decides  to  exercise  any  such  additional  rights  granted  for  a
particular Supplement,  Third Party Installer agrees to fully comply with all of
the terms and conditions of the applicable Supplement Addendum.

(e) Unless  otherwise  provided in the Agreement,  Third Party  Installer  shall
place Product  packages  inside  Customer  System  packages and install  Product
software  on the hard disk  drive or ROM of a  Customer  System  solely on Third
Party Installer premises by Third Party Installer employees.

(f) Third Party Installer shell not reverse  engineer,  decompile or disassemble
any Product  except as permitted by applicable  law without the  possibility  of
contractual  waiver.   Except  as  necessary  to  install  Preinstalled  Product
software, Third Party Installer may not reproduce Product or any part of Product
Deliverables.  Third Party Installer  shall make no use of Product  Deliverables
except as described in the License Grant Section of the License Agreement.

(h)Third  Party  Installer  agrees  that it  shall  not  distribute  Product  in
encrypted form, except as otherwise specifically provided in this Agreement.

6. ADDITIONAL RESTRICTIONS.

(c) Where Third Party Installer distributes Preinstalled Product Software, Third
Party  Installer  shall  place a notice over either the  Customer  System  power
switch in the "off' position or the power inlet connector

                                        6

<PAGE>

which  informs  the end user  that  turning  on the  Customer  System  indicates
acceptance of the terms of the EULA.  Third Party  Installer may use alternative
procedures  previously  approved  in writing  by HP,  and/or  other  alternative
procedures, subject to HP review and approval, provided that (i) the end user is
required to take some affirmative action to use or install the Product software,
such as  breaking a seal,  (ii) the end user is advised  that taking such action
indicates  acceptance of the terms and conditions of the FULA; and (iii) the end
user has the  opportunity  to read the EULA and the  applicable  warranty in its
entirety before taking such action.

7. INTELLECTUAL PROPERTY NOTICES.

(a) Third Party  Installer  will not remove any  copyright,  trademark or patent
notices that appear on the Product as delivered to Third Party Installer.

11. OBLIGATIONS UPON TERMINATION

(a) Within ten (10) days after  termination  or  expiration  of this  Agreement,
Third Party  Installer  shall deliver to HP, or at HP' direction,  destroy,  all
units  of  Product  for  which a  royalty  has not  been  paid  and all  Product
Deliverables.  There  shall be no  refund or  adjustment  for  amounts  paid for
Product(s) returned to HP in accordance with this Section 11 (a).

(b) Upon  termination  or  expiration  of this  Agreement,  all of  Third  Party
Installer's  license rights herein shall cease and Third Party  Installer  shall
cease all  distribution  of Product.  Sections 13 and 14 of this Agreement shall
survive termination or expiration of this Agreement.

13. NONDISCLOSURE AGREEMENT.

COMPANY  shall  keep  confidential:   (a)  installation  utilities  and  related
documentation included in the Product Deliverables; (b) other materials included
in the Product  Deliverables which are not made generally available to end users
which HP labels as HP Confidential or  Proprietary,  if possible;  (c) the terms
and  conditions of this  Agreement;  and (d) other  non-public  information  and
know-how  disclosed  to COMPANY  by HP. As used in the  preceding  sentence  "if
possible"  means that HP will use all reasonable  efforts to identify in writing
and/or mark with an appropriate legend or marking, any materials included in the
Product Deliverables which HP considers confidential. Notwithstanding the above,
for the purposes of this  Agreement,  any object code  programs or other Product
Deliverables  that HP  makes  generally  available  to end  users  shall  not be
considered confidential. Further notwithstanding the above, COMPANY may disclose
the terms and conditions of this Agreement in confidence to its immediate  legal
and  financial  consultants  as required  in the  ordinary  course of  COMPANY's
business.

14.AUDITS AND INSPECTIONS.

(a) During the term of this Agreement and for three (3) years thereafter,  Third
Party Installer agrees to keep all usual and proper records and books of account
and all usual and proper entries relating to each Product licensed sufficient to
substantiate  the number of copies of Product and the number of Customer Systems
distributed  by or for  Third  Party  Installer.  Third  Party  Installer  shall
maintain on Third Party Installer premises such records for itself .

(b) In order to verify  statements  issued by Third  Party  Installer  and Third
Party Installer's compliance with the terms of this Agreement,  HP may cause (i)
an audit to be made of Third Party Installer's relevant books and records and/or
(ii)  an  inspection  to be made  of  Third  Party  Installer's  facilities  and
procedures.  Any audit  and/or  inspection  shall be  conducted  during  regular
business hours at Third Party Installer's  facilities,  with reasonable  notice.
Any audit shall be  conducted  by an  independent  certified  public  accountant
selected by HP (other than on a contingent fee basis).

(c) Third Party Installer  agrees to provide HP' designated  audit or inspection
team access to the relevant Third Party Installer's records and facilities.

                                        7

<PAGE>

(d) Prompt  adjustment  shall be made to compensate  for any errors or omissions
disclosed  by such  audit  Any such  audit  shall be paid for by HP or MS unless
material  discrepancies  are disclosed.  "Material"  shall mean a discrepancy of
five  percent  (5%) of reported  Product  shipments  compared to actual  Product
shipments. If material discrepancies are disclosed, Third Party Installer agrees
to pay HP or MS for the  costs  associated  with the  audit.  In no event  shall
audits  be made  more  frequently  than  semi-annually  unless  the  immediately
preceding audit disclosed a material discrepancy.

17.GENERAL.

(a) Third Party Installer agrees that it will not export or re-export Product to
any country,  person,  entity orend user subject to U.S.A. export  restrictions.
Restricted  countries  currently  include,  but are not necessarily  limited to,
Cuba, the Federal Republic of Yugoslavia (Serbia and Montenegro,  U.N. Protected
Areas and areas of  Republic  of Bosnia  and  Herzegovina  under the  control of
Bosnian Serb forces),  Iran, Iraq,  Libya,  North Korea, and Syria.  Third Party
Installer  warrants  and  represents  that  neither the U.S.A.  Bureau of Export
Administration  nor any other federal  agency has  suspended,  revoked or denied
Third Party Installer's export privileges.

                                        8

<PAGE>

                                   APPENDIX D

                                       to

                         Software Installation Agreement

              Locations where Microsoft software will be installed

Location(s):

Name: _________________________________________________________________________
Address 1:_____________________________________________________________________
Address 2: ____________________________________________________________________
City: _____________________________________State: ____________zip: ____________
Telephone: (_____) ________ - ______________________

Name: _________________________________________________________________________
Address 1:_____________________________________________________________________
Address 2: ____________________________________________________________________
City: _____________________________________State: ____________zip: ____________
Telephone: (_____) ________ - ______________________

Name: _________________________________________________________________________
Address 1:_____________________________________________________________________
Address 2: ____________________________________________________________________
City: _____________________________________State: ____________zip: ____________
Telephone: (_____) ________ - ______________________

Name: _________________________________________________________________________
Address 1:_____________________________________________________________________
Address 2: ____________________________________________________________________
City: _____________________________________State: ____________zip: ____________
Telephone: (_____) ________ - ______________________

Name: _________________________________________________________________________
Address 1:_____________________________________________________________________
Address 2: ____________________________________________________________________
City: _____________________________________State: ____________zip: ____________
Telephone: (_____) ________ - ______________________

Name: _________________________________________________________________________
Address 1:_____________________________________________________________________
Address 2: ____________________________________________________________________
City: _____________________________________State: ____________zip: ____________
Telephone: (_____) ________ - ______________________


                                        9

<PAGE>

                                  EXHIBIT U37D

                        OMNIBOOKS PRODUCTS - DISTRIBUTORS

                                     SUMMARY

A.   Discount Schedule

                                    DISCOUNTS

                                        A

                                       20%

B.   The capital  letter  referenced  left of the Product  number on the Product
     List indicates the applicable Discount column A above.

C.   Products  purchased  under this  Exhibit  shall be included in  determining
     whether the volume level under Exhibit U20D to the Distributor's  Agreement
     with HP has been satisfied.

D.   Sourcing Restrictions

     Products  on this  Exhibit  may be  sourced  from  HP or any HP  Authorized
     Distributor.  Please refer to the HP Product  Categories  document for more
     information.

E.   Selling Restrictions

     Selling Restrictions are described in HP Product Categories document.

F.   Program Matrix

        ----------------------------------------------------------------------
           CAT.        QD        MO           PP          SA          DR
        ----------------------------------------------------------------------
            O2               o            o                (a)     o
        ----------------------------------------------------------------------

QD: Qualified Distribution

o    Products are designated as "Qualified Distribution Products".  The Reseller
     must have submitted the appropriate Qualified Distribution  Application and
     received approval to order such products.

MO: Minimum Order

o Minimum Order, release and ship to volume is $1,000.

PP: Price Protection

o    HP's  standard  Price  Protection  policy  applies;  please refer to the HP
     Operations Policy Manual for additional information.

SA: Stock Adjustment

(a)  Products  must be returned  from,  Distributor  within  thirty (30) days of
     original  shipment by HP. Eligible  Products  returned for stock adjustment
     may not exceed fifteen  percent (15%) of the previous  quarters net dollars
     of invoiced shipments.  Restocking charges will apply to returns in any one
     (1) quarter  exceeding  five percent (5%) of  shipments.  Such Products are
     eligible for stock adjustment  restocking  charges of three percent (3%) of
     list price value of the returned Products.

DR: Defective Return

o    Eligible defective and customer  satisfaction  returns may not exceed three
     percent (3%) of the net dollars of invoiced  shipments  during the previous
     quarter.  (Except that if the total number of defective  units  exceeds the
     returns  cap  percentage,  HP shall honor the  Product  warranty  for those
     units.)  Please refer to the HP  Operations  Policy  Manual for  additional
     information.

The HP Products on the Exhibit are U.S. versions only.


<PAGE>

                                  EXHIBIT U74A

                           OMNIBOOK TOPVALUE PRODUCTS

                                  DISTRIBUTORS

A. Discount Schedule

                                    DISCOUNT

                                        A

                                       20%

B. The capital letter  referenced left of the Product number on the Product List
indicates the applicable Discount column A above.

C. Products purchased under this Exhibit will be included in determining whether
the volume level under Product Exhibit U20D to the Distributor's  Agreement with
HP has been satisfied.

D.   Sourcing Restrictions

     Products  on this  Exhibit  may be  sourced  from  HP or any HP  Authorized
     Distributor.  Please refer to the HP Product  Categories  document for more
     information.

E.   Selling Restrictions

     Selling Restrictions are described in HP Product Categories document.

F.   Program Matrix

        ----------------------------------------------------------------------
           CAT.        QD        MO           PP          SA          DR
        ----------------------------------------------------------------------
            O3               o                (a)         (a)     o
        ----------------------------------------------------------------------


QD: Qualified Distribution

o    Products are  designated as "Qualified  Distribution  Products"  (QD).  The
     Reseller  must  have  submitted  the  appropriate  Qualified   Distribution
     Application and received approval to order such products.

MO: Minimum Order

o Minimum Order, release, and ship to volume is $1,000.

PP: Price Protection

(a)  Price Protection will be calculated based on fourteen (14) days' inventory;
     please refer to the U.S. Personal  Computing  TopValue Program  Distributor
     Addendum for additional information.

SA: Stock Adjustment

(a)  Products are not eligible for Stock Adjustment.

DR: Defective Return

o    Eligible defective and customer  satisfaction  returns may not exceed three
     percent (3%) of the net dollars of TopValue  invoiced  shipments during the
     previous  quarter.  (Except  that if the total  number of  defective  units
     exceeds the returns cap percentage, HP shall honor the Product warranty for
     those units.) Please refer to the U.S. Personal  Computing TopValue Program
     Distributor Addendum for additional information.

The HP Products on the Exhibit are U.S. versions only.

Page I of 1