IBM Business Partner Agreement
Distributor Profile

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We welcome you as an IBM Business Partner-Distributor

The Profile covers the details of your approval to actively  market Products and
Services, as our Distributor.

By signing below, each of us agrees to the terms of the following  (collectively
called the "Agreement"):

        (a) this Profile;

        (b) General Terms (Z125-5478-04 12/98);

        (c) the applicable Attachments referred to in this Profile; and

        (d) the Exhibit.

This  Agreement  and its  applicable  transaction  documents  are  the  complete
agreement  regarding  this  relationship,  and replace any prior oral or written
communications  between us. Once this Profile is signed,  1) any reproduction of
this  Agreement or a transaction  document made by reliable  means (for example,
photocopy or facsimile) is  considered  an original,  to the extent  permissible
under  applicable  law, and 2) all Products and Services you market and Services
you  perform  under this  Agreement  are  subject to it. If you have not already
signed an  Agreement  for  Exchange of  Confidential  Information  (AECI),  your
signature on this Profile includes your acceptance of the AECI.

After signing this Profile, please return a copy to the IBM address shown below.

Revised Profile (yes/no):        Yes           Date received by IBM: 9/10/99

Agreed to: (IBM Business Partner name)         Agreed to:
PINACOR, Inc                                   International Business Machines
                                               Corporation

By  /s/ Don Lyons                              By    /s/ L. John Garcia
    ------------------                               --------------------
Authorized Signature                                  Authorized Signature

Name (type or print): Don Lyons                Name (type or print):
Date: 9/9/99                                   Date: 9-10-99

IBM Business Partner address:                  IBM address:
   3001 South Priest, MS#46                      4111 NORTHSIDE PARKWAY
   TEMPE, AZ 85282                               ATLANTA, GA 30327


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                                        DETAILS OF OUR RELATIONSHIP

Contract Period Start Date (month/year): 01/99              Duration: 24 months

Relationship Approval/Acceptance of Additional Terms:

For each approved relationship,  each of us agrees to the terms of the following
by signing this Profile. Copies of the Attachments are included.

<TABLE>
<CAPTION>

                                                         Applicable

Approved Relationship                                    (yes/no)              Attachment

<S>                                                        <C>                 <C>
Distributor Attachment                                          yes            Z125-5486-03 12/98
Remarketer Terms Attachment                                     yes            Z125-5497-02 12/98
Warranty Service Attachment                                     no             Z125-5499-02 12/98
Complementary Marketing Terms Attachment
for Distributors                                                yes            Z125-5775-00 03/98
Authorized Assembler Attachment                                 yes            Z125-5530-01 04/97
North American Marketing Attachment
for Distributors                                                yes            Z125-5892-01 06/99
Federal Remarketer Attachment                                   yes            Z125-5514-01 02/99
Attachment for Services Marketing for Remarketers               yes            Z125-5750-00 11/97
Attachment for Finance Services from IBM Credit Corp.           yes            Z125-5795-02 05/99
Attachment for ServiceSuite - Remarketer                        no             Z125-5767-01 02/99
</TABLE>

Product and Services Approval:

The following  Products and Services are listed in the Exhibit.  The terms of an
Exhibit apply to the Products and Services listed in it.

When we approve you for Products listed in the Exhibit, you are also approved to
market their associated Programs and peripherals.

When we approve you for Products  included in the IBM Business  Partner Exhibit,
you are also approved for their  associated  Products listed in the IBM Personal
Computer Products Exhibit and those eligible Products listed in PARTNERLink.

For Products and Services we specify you acquire from us, we may specify in your
Exhibit that you acquire the Products  and Services  from a supplier  instead of
from us. When you acquire the Products and Services  from a supplier,  the terms
of the Agreement  relating to your acquisition of Products and Services directly
from us (for example,  terms  relating to the ordering of Products and Services)
are not applicable. All other terms apply.

<TABLE>
<CAPTION>

                                                                     Approved to Market to:

                                                   IBM Approved Remarketers        All Remarketers      End Users
System Types (1)                                          (yes/no)                    (yes/no)     (yes/no)
<S>                                                       <C>                          <C>            <C>
1) IBM Systern/390 (2) (5)                                no
     IBM R/390                                            no
     IBM P/390                                            no
2) IBM RS/6000 (6)                                        yes
3) IBM RS/6000 SP (6)                                     yes
4) IBM AS/400 (6)
    9401                                                  no
    9401/150                                              no
    9402                                                  no
    9406                                                  no

5) IBM 469X Point of Sale Products (6)                    no
    IBM 4614 SureOne (6)                                  no

</TABLE>

                                   Page 2 of 5

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<TABLE>
<CAPTION>

                                                                  Approved to Market to:

                                       IBM Approved Remarketers    All Remarketers  End Users
System Types (1)                           (yes/no)                    (yes/no)     (yes/no)
IBM Personal Computer Products (3)
<S>                                         <C>                     <C>            <C>
1 ) IBM PC Desktop                          yes
2) IBM PC Server                            yes
3) IBM Mobile                               yes
4) ASCII Terminals                          yes                         yes            yes
5) Cables & Associated Products             yes                         yes            yes
6) PC Features & Options                    yes                         yes            yes

Additional Products (1)

1)  IBM Network Integration Products        yes
2)  3745 Communications Controller          no
3)  3746 Expansion Unit/Controller          no
4)-Graphics                                 no
5)  Finance Products Category J1            no
6)  IBM Storage Products (6)                no

    Category S1 Products                    no
    Category S2 Products                    no
    Category S3 Products                    no
    Category S6 Products                    no
    Category S7 Products                    no
    Category S9 Products                    no

Software Only
1)  Tivoli Enterprise Software

    Category (SW1 131)                      no
    Category (SW1C1)                        no

2) F.A.S.T. Software                        no
3)  Enterprise File Systems                 no

IBM Global Services (4)
1) Product Support Services
    a) Hardware -Product Services           no
    b) Software Services                    no
    c) Systems Management Services          no
    d) Site & Connectivity Services         no
    e) Business & Technology Solutions      no
    f) Business Recovery Services           no
    g) Other Services                       no
2) IBM Professional Services
          a) IBM Consulting Services        no
</TABLE>

Certified Products you are approved to market.

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(1) When  approved  for  other  than  IBM  Personal  Computer  Company  Products
    additional terms apply. These terms are included in the Distributor Schedule
    A transaction document.

(2) Eligible Products are identified in Schedule A.

(3) Please refer to the IBM Personal  Computer  Products  Exhibit for details on
    direct  acquisition  criteria.  (4) You may market this Service  without the
    requirement to have marketed a Machine or Program,

(5) When we approve  you to market  these  Products,  you are also  approved  to
    market the associated  Programs under  complementary  marketing  terms only.
    These Programs are not available for marketing under remarketer terms.

(6) These  Products  are  eligible  for  marketing  under the terms of the North
    American Marketing Attachment Distributors.

                                   Page 3 of 5

<PAGE>

Exclusions, if applicable:

Although  included by  reference  in Product or Services  approval,  you are not
approved to market these individual Products or Services.

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Minimum Annual Attainment:
Product/Service                     Volume/Revenue       Measurement
                                                         Period Dates

DISTRIBUTOR RELATIONSHIP            $30,000,000          01/01/99 to 12/31/99
DISTRIBUTOR RELATIONSHIP            $30,000,000          01/01/00 to 12/31/00
RS/6000                             $20,000,000          01/01/99 to 12/31/99
RS16000                             $20,000,000          01/01/00 to 12/31/00
NETWORKING                          $2,000,000           01/01/99 to 12/31/99
NETWORKING                          $2,000,000           01/01/00 to 12/31/00

Locations:

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Location (street address, city, state, ZIP code)
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2400 S. MICROAGE WAY
TEMPE, AZ  85282
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Your Commitment, if applicable:

This section  identifies your Revenue  Commitment and the Applicable  Additional
Discount  Percentage.  At your  request we will review your  revenue  attainment
against  your Revenue  Commitment  at any time to determine if you qualify for a
higher Applicable Additional Discount Percentage.

After each annual measurement  period, IBM will review your revenue  attainment.
If your revenue attainment is less than the Revenue Commitment,  your Applicable
Additional  Discount  Percentage  will be adjusted  downward to the  appropriate
level.  Additionally  if your  revenue  attainment  is greater than your Revenue
Commitment,  your  Applicable  Additional  Discount  Percentage will be adjusted
upward as appropriate.

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                 IBM Network           Revenue       Applicable Additional
                 Integration         Commitment     Discount Percentage (1)
                  Products            (Annual)

                                        ENTRY              _________

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                  IBM 3746             Revenue            Applicable
               Communications        Commitment            Discount
                   Control            (Annual)            Percentage

                                         N/A              __________

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(1) The products eligible for the Applicable  Additional Discount Percentage are
    identified in the Business Partner Exhibit.

Assignment of Warranty Service Responsibility, if applicable:

You assign to us, or an IBM Premier Personal Computer Servicer, Warranty Service
responsibility for the following Machines.

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Type/Model              Type/Model            Type/Model       Type/Model
----------------        ----------------      --------------   ---------------
----------------        ----------------      --------------   ---------------
----------------        ----------------      --------------   ---------------
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Unless you are  assigning  to us,  please  specify  the name of the IBM  Premier
Personal Computer Servicer.*

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