COMPAQ COMPUTER CORPORATION
                   CHANNEL PROGRAM AUTHORIZATION REQUIREMENTS

Compaq  Channels  must at all times meet the following  requirements,  which are
material terms of the Agreement,  to retain their  eligibility to participate in
Compaq's Channel Program.

Procurement and Distribution

o     Distributor  shall  procure  all Compaq  Build-to-Order  Business  Systems
      Products directly from Compaq Distributor Alliance Partners in the U.S. or
      Compaq  Authorized  Channel Partners in the U.S. (as identified by Compaq)
      and shall not procure Compaq Build-to-Order Business Systems Products from
      any  other  source  unless  otherwise  agreed  to in  writing  by  Compaq.
      Distributor shall procure all Compaq  Enterprise  Products (if authorized)
      directly  from  Compaq in the U.S. or from  Compaq  Enterprise  Authorized
      Channel  Partners  in the U.S.  (as  identified  by Compaq)  and shall not
      procure Compaq Enterprise  Products from any other source unless otherwise
      agreed to in writing  by  Compaq.  Distributor  shall  procure  all Compaq
      Configure-to-Order  Products  directly  from Compaq in the U.S. (and shall
      not procure such  products  from any other source than Compaq in the U.S.)
      unless  otherwise  agreed to in writing by Compaq.  Distributor  shall not
      import Compaq  Products  purchased in other  countries by  Distributor  or
      Distributor's affiliated entities or third parties.

o    Goods purchased or received under this Agreement as well as all information
     disclosed  by Compaq  are  subject  to United  States  export  regulations.
     Distributor  may  not  export  such  goods  or  information  without  first
     obtaining written permission from Compaq.

o    Compaq  reserves the right to market Compaq  Products or other  products to
     Compaq  Authorized  Resellers,  or  any  other  third  parties,  or in  the
     geographic  areas served by  Distributor,  either  directly or  indirectly,
     through any means without obligation or liability to Distributor.

o    Distributor  shall sell to end users and Compaq  Authorized  Resellers  and
     shall  not  sell  or  otherwise  make  available  Compaq  Products  to  any
     unauthorized  third  party for the  purpose  of  resale  to  others  unless
     approval to do so has been given by Compaq to Distributor in writing.

o    Distributor  shall make its best efforts to stop selling Compaq Products to
     Compaq  Authorized  Resellers  upon one (l)-day  written notice (and in any
     event  not more  than  five  (5) days  thereafter)  of the  termination  or
     expiration of the Compaq Reseller  Agreement with any Authorized  Reseller.
     Upon the expiration or  termination of its Reseller  Agreement with Compaq,
     said Reseller shall no longer be an Authorized Reseller.

o    Distributor  shall not  incorporate  or  substitute  parts or  options  not
     manufactured  or sold by Compaq into  Compaq  Products  unless  Distributor
     notifies   the  Compaq   Authorized   Reseller  or  end  customer  of  such
     incorporation or substitution in writing. Distributor shall also inform the
     Compaq   Authorized   Reseller  or  customer  that  parts  or  options  not
     manufactured or sold by Compaq are not warranted by Compaq.

o    Distributor  shall maintain for five (5) years from the date of sale a list
     of all  customers  and their  addresses at the time of sale  together  with
     Compaq product serial numbers, and shall provide such information to Compaq
     upon request.  Failure to maintain or provide this  information  within ten
     (10) days of request may result in suspension and forfeiture of amounts due
     Distributor  under Compaq  programs  including,  but not limited to, Compaq
     Product Returns,  Goal Attainment,  MDF, TOSS, Price  Protection,  rebates,
     promotions,  DOA Testing  Incentives,  or Shipping  Quality  Incidents,  in
     Compaq's sole discretion.

Financial

o    Distributor  shall not deduct against amounts owed by Distributor to Compaq
     any  claims  against  Compaq  prior to the  issuance  of  credit  by Compaq
     including,   but  not  limited  to,  Goal  Attainment,   MDF,  TOSS,  Price
     Protection,  rebates,  promotions,  DOA  Testing  Incentives,  or  Shipping
     Quality  Incidents.  Claims so  deducted  are  subject  to  suspension  and
     forfeiture by Distributor, in Compaq's sole discretion.

o     Distributor  shall obtain and keep current  Commercial  General  Liability
      insurance  at  a  minimum  limit  of  $2,000,000   (CDN)  per  occurrence,
      $2,000,000  (CDN)  aggregate,  including  Compaq  Computer  Corporation as
      Additional  Insured.  Compaq's  status as an  Additional  Insured shall be
      limited to the terms and  conditions  of the  Distributor  Agreement.  The
      Commercial  General  Liability  insurance is to be maintained for the full
      term of this Agreement.  Compaq reserves the right to require  Distributor
      to  provide  valid  Certificates  of  Insurance  showing  Compaq  Computer
      Corporation  as the  Certificate  Holder  as  evidence  that the  required
      insurance has been in place since the inception of this Agreement,  and is
      still  currently  valid.  Each  Certificate  of Insurance  shall contain a
      provision  that coverage  afforded  under the required  policy or policies
      will not be  cancelled  or  non-renewed  without at least thirty (30) days
      prior written notice to Compaq.

o     Distributor shall maintain an overall credit rating satisfactory to Compaq
      in its sole judgment.

o     In the  event of any  merger,  consolidation,  change  in key  management,
      change of  control,  transfer  of any  substantial  part of  Distributor's
      business,  whether  by  sale  of  stock,  sale of  assets,  or  otherwise,
      Distributor  shall notify  Compaq in writing  within ten (10) days of such
      change. Authorization to resell Compaq Products is personal to Distributor
      and, upon occurrence of any of the above-mentioned events, Compaq reserves
      the right to terminate this Agreement immediately.

o    Distributor   shall   provide   Compaq  with  a  valid   resale   exemption
     certificate(s),  as required by law, in lieu of, or with  respect to, sales
     tax for the  Compaq  Products  purchased.  Distributor  agrees to  promptly
     notify  Compaq  of  the  revocation  or  modification  of any  such  resale
     exemption certificate.

Service and Support

o    Distributor shall maintain at each of its Authorized  Service Locations one
     or more  full-time  employees  who have,  in the sole  judgment  of Compaq,
     passed the applicable service  authorization  training and are, in the sole
     judgment  of  Compaq,   capable  of  effectively   providing  warranty  and
     maintenance service on all Compaq Products.

o    Distributor  shall  maintain at each of its  Authorized  Service  Locations
     adequate  floor  space and  related  facilities  to  provide  warranty  and
     maintenance service to purchasers of Compaq Products.

o    Distributor  shall  maintain  adequate  tools  and test  equipment  at each
     Authorized   Service  Location  to  provide  warranty  service  for  Compaq
     Products.

o    Distributor  shall validate all warranty claims and render warranty service
     by the end of the next  business day of the receipt by  Distributor  of any
     Compaq  Products  regardless of place of purchase,  according to procedures
     established by Compaq.

o    Distributor  shall not perform  service on Compaq  Products using parts not
     manufactured  or sold by Compaq  without  identifying to the customer which
     parts are not  manufactured  or sold by Compaq and  notifying  the customer
     that such parts are not warranted by Compaq.

o    Distributor  shall use only parts  manufactured  or designed by Compaq when
     performing warranty service on Compaq Products.

o    Distributor  shall promptly  report to Compaq all suspected  Compaq product
     defects or safety problems and keep Compaq informed of customer complaints.

o    Distributor shall provide all assistance  reasonably  required by Compaq in
     implementing any mandatory safety changes.

Sales Support

o    Distributor shall exert its best efforts to recruit  value-added  resellers
     from  Distributor's  reseller  network  consistent  with the objectives and
     requirements  of Compaq,  and to  pre-qualify  these  resellers  for Compaq
     according to the criteria established by Compaq.

o    Distributor  shall provide  Compaq with an annual  business  plan,  updated
     quarterly, according to guidelines established by Compaq.

o    Distributor  shall  establish  and  maintain  compensation  plans (or other
     incentive plans) for  Distributor's  employees,  agents and  subcontractors
     involved in the marketing,  advertising,  promotion, sales and/or servicing
     of Compaq Products which are at all times  proportionally fair to Compaq in
     comparison  to similar  plans for any other  competitive  products  sold by
     Distributor  and  which  reflect  Distributor's  obligation  to exert  best
     efforts to sell Compaq Products.

o    Distributor shall develop and implement marketing  programs,  acceptable to
     Compaq and appropriate for promoting  Compaq Products to Compaq  Authorized
     Resellers and end customers.

o    Distributor  shall use its best efforts to market,  advertise,  promote and
     sell  Compaq  Products.  To that end  Distributor  shall  maintain  at each
     Authorized  Sales  Location  one or more  employees  who have,  in the sole
     judgment of Compaq,  passed  Compaq  sales  authorization  training and are
     capable of effectively marketing Compaq Products.

o    Distributor  shall promptly respond to all inquiries or requests related to
     Compaq Products from Compaq Authorized Resellers. Distributor shall forward
     to Compaq Authorized  Resellers all technical and sales materials  relating
     to Compaq  Products  which are furnished to  Distributor  by Compaq for the
     purpose of redistribution, including copies of Compaq product lists.

General

o    Distributor  agrees to provide  Compaq  with a weekly  sales and  inventory
     report and such other reports in accordance  with the procedures  specified
     from time to time by Compaq.

o    Distributor  shall conduct  business at all times in a manner that reflects
     favorably upon the reputation,  quality, goodwill and credibility of Compaq
     and Compaq Products. To this end, Distributor shall not disparage Compaq or
     Compaq  Products  in any way or make any  representations  or  express  any
     opinions  regarding the features or  capabilities  of Compaq Products which
     are not  consistent  with  those  found in  literature  or other  materials
     distributed by Compaq.

o    Distributor  shall obey all  applicable  laws,  comply with all  applicable
     rules and regulations, and conduct business in an ethical manner.

o    Distributor is encouraged to conduct all applicable  business  transactions
     through  Electronic Data Interchange  (ED[).  Compaq will exercise its best
     efforts to provide  Distributor  with reasonable EDI business and technical
     support and  information  in order to enable  Distributor  to implement ED[
     transactions within the specified period.

Audit

o    Upon five (5) days prior  written  notice from  Compaq,  Distributor  shall
     allow  Compaq or its third  party  representatives  access to  Distributors
     facilities,  systems, and records for the purpose of verifying the accuracy
     of  any  information  provided  to  Compaq  by  Distributor,  and  ensuring
     Distributor's compliance with the terms of these Authorization Requirements
     and with the terms of Compaq programs  including but not limited to, Compaq
     Product Returns,  Goal Attainment,  MDF, TOSS, Price  Protection,  rebates,
     promotions, DOA Testing Incentives, or Shipping Quality Incidents.

o    Any failure to comply with audit  requirements may result in suspension and
     forfeiture of amounts due Distributor under Compaq programs including,  but
     not limited to, Compaq Product Returns,  Goal Attainment,  MDF, TOSS, Price
     Protection,  rebates,  promotions,  DOA  Testing  Incentives,  or  Shipping
     Quality   Incidents  until  completion  of  the  audit,  in  Compaq's  sole
     discretion.

o    If, as a result of an audit, Compaq determines that amounts paid or claimed
     by Distributor to be payable to  Distributor  under Compaq  programs do not
     comply with the Agreement or applicable program  requirements,  Distributor
     shall  promptly  repay Compaq for any such amounts paid to  Distributor  by
     Compaq  and,  if such  amounts  improperly  paid or claimed by  Distributor
     exceed $50,000 for any calendar  quarter,  Distributor shall wspromptly pay
     Compaq for the reasonable costs of the audit.






Compaq  reserves  the  right  to  change  its  Channel   Program   Authorization
Requirements from time to time at its sole discretion.

                                                                          Req-ID
                                                               September 1, 1999