IBM Business Partner Agreement
Authorized Assembler Attachment

These  terms are in  addition  to and  prevail  over the  terms of the  Solution
Provider  Attachment  and  Distributor  Attachment,   as  applicable,   and  the
Remarketer Terms Attachment.

By signing this Attachment you accept its terms.

We approve you as our Authorized Assembler 1) to assemble and test (according to
our  specifications)  Approved  Products  and 2) as our  Distributor  to  market
Approved Products to IBM Remarketers  specifically approved for the Products or,
3) as our Solution  Provider to market Products to End Users.  Unless we specify
otherwise,  your  Related  Companies  are not  authorized  to assemble  and test
Approved Products.

As our Authorized Assembler you must have and maintain ISO 9000 Certification.

We will specify in the Authorized  Assembler  Exhibit,  additional terms such as
those regarding Approved Products, such as inspection and packaging requirements
and our returns process. We will also list approved Components in the Authorized
Assembler Exhibit. We will notify you if we withdraw any ISUs or Components from
marketing. If we do so, you agree that upon the effective date of the withdrawal
you will no longer use such ISUs or  Components  in the  assembly and testing of
Approved Products.

We will specify in a document we call an Authorized  Assembler  Operations Guide
(Operations  Guide),  processes and  guidelines  for the assembly and testing of
Approved Products, such as those regarding quality control or requirements, such
as the minimum number of trained personnel and pre-assembly  certification which
must be met at each Authorized Location.

-------------------------------------------------------------------------------
Both of us agree that the complete  agreement between us about this relationship
consists of this Attachment and the IBM Business Partner Agreement.

Agreed to:                                         Agreed to:
PINACOR, INC.                                      International Business
                                                   Machines Corporation

By  /s/ Shelly Bodine                              By

-------------------------------------------------------------------------------
   Authorized signature                            Authorized signature

Name (type or print)  Shelly Bodine,               Name (type or print)
V.P. Purchasing

Date:                                              Date:

IBM Business Partner number: 1006951

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

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After signing,  please return a copy of this Attachment to the IBM address shown
above.

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I.      Definitions

        Approved Products -means the IBM Products you configure,  assemble,  and
        test from an ISU and Components,  according to our  specifications.  The
        terms of the  Agreement  regarding  a Product  also apply to an Approved
        Product.

        Components means the IBM Machine parts (such as hard files,  memory, and
        adapter cards),  miscellaneous assembly parts (such as screws, brackets,
        and cables),  and product ship groups  (such as  publications  and power
        cords) we specify.  The terms of the Agreement  regarding a Machine also
        apply to a Component.

        Incomplete System Unit (called "ISU") means the partially  assembled IBM
        system unit we identify in the Exhibit,  from which an Approved  Product
        is to be configured. The terms of the Agreement regarding a Machine also
        apply to an ISU.

        Program Tool means any program we provide for testing  purposes (such as
        diagnostics code or virus-protection programs), and any preload-enabling
        code we provide.

2.      Allocation and Ordering

        Unless we specify  otherwise in the Authorized  Assembler  Exhibit,  you
        agree to:

        1.      provide us, on a monthly basis, a report of your current on-hand
                inventory and a forecast of your  requirements for the next four
                months  (or  otherwise   upon  our   request),   for  ISU's  and
                Components; and

        2.      order only the ISUs,  Components  and/or upgrade  features as we
                describe in the Authorized Assembler Exhibit.

3.    Assembly and Testing

        We will:

        1.      provide initial  training for your  personnel,  as we specify in
                our assembly and testing  processes  included in the  Operations
                Guide; and

        2.     certify each of your Authorized  Locations upon your establishing
               their compliance with (a) our assembly,  testing,  and associated
               processes,  (including  handling  of any  Program  or  return  of
               Components or ISUs),  and (b)  maintaining  the minimum number of
               trained personnel we specify.

        You agree to:

        1.     assemble and test  Approved  Products  using new or used ISUs and
               Components provided by us under the terms of this Attachment. You
               may not assemble  Approved Products using ISUs or Components that
               were used by you in any  manner or were  acquired  from any other
               source, including a trade-in. An Approved Product returned to you
               must be treated as a used machine  unless you can establish  that
               the Approved Product had not been installed;

        2.     ship-only  Approved  Products  in the  original  IBM  Incomplete
               System unit packaging;

        3.     meet the certification  requirements we specify in the Operations
               Guide,  including  maintaining  a minimum  number of  IBM-trained
               assembly technicians at each Authorized  Location,  as we specify
               in the Product Approval Section of this Attachment;

        4.     create an assembly record, as we specify in the Operations Guide,
               for each Approved Product in the format we specify and provide it
               to us promptly;

        5.     include,   in  unmodified   form,   all   publications,   license
               agreements, certificates of authenticity, labels, and ship groups
               with each  Approved  Product,  as we describe  in the  Authorized
               Assembler Exhibit;

        6.     make copies of the Authorized  Assembler Exhibit,  and allow your
               personnel  to  use  such  copies,   only  as  necessary  for  the
               performance of your responsibilities under this Attachment;

        7.     assemble and test Approved Products only at Authorized Locations;

        8.     provide   on-going   assembly  and  testing   training  to  your
               personnel, as we specify;

        9.     acquire and maintain any tools and other  equipment  necessary to
               perform our assembly and testing processes;


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<PAGE>

        10.    unless we specify otherwise in the Authorized  Assembler Exhibit,
               use IBM ISUs and Components only as described in this Attachment.
               You may not, for example,  distribute or resell  ISU's.  However,
               you may sell  Components  when they are part of an IBM  specified
               configuration  for a field installed  feature  conversion that is
               not deemed a 'Returned Parts Feature Conversion';

        11.    ensure that each Approved Product and its carton have labels that
               indicate the Approved Product may contain used parts; and

        12.    conspicuously  mark the outside of the shipping  container and to
               label the  Approved  Product,  as we  specify  in the  Authorized
               Assembler  Exhibit,  to identify the  Approved  Product as having
               been  assembled   according  to  our  specifications  by  an  IBM
               Authorized Assembler.

        You  represent  and warrant  that an Approved  Product will be free from
        defects in your  workmanship  under  normal use and  operation,  for the
        duration of the applicable warranty.

4.      Program Tools

        Grant of License

        A Program Tool is owned by International  Business Machines  Corporation
        or one of its  subsidiaries  or an IBM Supplier,  and is copyrighted and
        licensed, not sold. We grant you a nonexclusive, nontransferable license
        to use a Program  Tool only in the  assembly  and  testing  of  Approved
        Products.  You may make one copy of a Program Tool for backup  purposes.
        No other rights under this license are granted.

        You may not, for example, do any of the following:

        1. use or copy a Program Tool, except as provided in this Attachment-

        2. modify or merge a Program Tool;

        3. reverse assemble,  reverse compile,  or otherwise translate a Program
           Tool;

        4. sublicense or assign the license for a Program Tool; or

        5. distribute a Program Tool to any third party.

        No Warranty

        SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED,  IBM MAKES
        NO WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT
        LIMITATION, WARRANTIES OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF
        MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE,  CONCERNING  THE
        FUNCTION, PERFORMANCE OR DOCUMENTATION FOR A PROGRAM TOOL.

        This exclusion also applies to any of our  subcontractors,  suppliers or
        program developers (collectively called "Suppliers").

        Responsibilities

        For each Authorized Location,  we will provide you  (electronically,  on
        media or otherwise)  with a single copy of each Program Tool we specify,
        in the Authorized Assembler Exhibit.

        You agree to:

        1.      for a Program  Tool  licensed  under the terms of a  third-party
                agreement, execute that agreement and comply with its terms;

        2.      not  remove  any  identification  code  that may be  placed on a
                Program Tool by us; and

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<PAGE>

        3.      make payments,  if any, due for any additional programs or other
                code you add.

5.      Quality, Reliability, and Safety

        We will,  prior to including a Machine  type/model or specified  feature
        conversion  configuration  in the  Authorized  Assembler  Exhibit  as an
        Approved  Product,  test the  standard  configurations  of such  Machine
        type/model and specified feature  conversion,  as applicable,  to ensure
        that it  meets  the  quality,  reliability  and  safety  specifications,
        including  FCC, UL and other  specifications,  set out in the Operations
        Guide.  If you make  any  alterations  or  attachments  to the  standard
        configurations,  you are responsible for ensuring  compliance with these
        specifications.

        You agree:

        1.      upon our  request,  to  immediately  stop  assembly  of Approved
                Products;

        2.      to  comply  with  our  recall  process,  if  any,  for  Approved
                Products;

        3.      not  to  modify  or  alter  the  subassemblies  (such  as  power
                supplies, processors, planars) or other mechanical subassemblies
                of any Component or ISU;

        4.      to identify the additional IBM  components,  if any, added to an
                Approved Product, in the electronic assembly record and identify
                any non-IBM components;

        5.      not to use any  ozone-depleting  substances in your assembly and
                testing processes;

        6.      to comply with all environmental laws and regulations  regarding
                the disposal of materials used in assembly and test processes;

        7.      to make any changes and  improvements we identify as a result of
                periodic  audits of your processes and compliance with the terms
                of the Agreement;

        8.      if an IBM service  representative  determines that failure of an
                Approved  Product is due to poor  workmanship  or  noncompliance
                with our  specifications,  to  reimburse  us for any expenses we
                incur to correct the deficiency or noncompliance;

        9.      to track data on failure  rates in the  assembly  process and to
                provide  this  data  to us,  as we  specify  in  the  Authorized
                Assembler Exhibit;

        10.     provide  us with  sufficient,  free,  and  safe  access  to your
                facilities,  at  a  mutually-convenient  time,  for  us  (or  an
                independent  auditor) to audit your compliance with our assembly
                and  testing  processes.  You also agree to provide  sufficient,
                free and safe access to your  facilities to any agency or entity
                that  is   necessary   to  obtain  or  maintain   any   required
                certification or approval;

        11.     to allow  us,  at our  discretion  and at any time to  remove an
                in-process or completed  Approved  Product from your  Authorized
                Location so that we may perform our own testing;

        12.     to establish a Quality  Management  System, as we specify in the
                Operations Guide; and

        13.     to  establish  an   Electrostatic   Discharge  (ESD)  protection
                program, as we specify in the Operations Guide.

                You  represent  and warrant that an Approved  Product will fully
                comply   with   all   functional,   quality,   and   reliability
                specifications  or  standards  set out in the  Operations  Guide
                including all FCC, UL and those for consumer product safety.

6.      Marketing of Approved Products

        You agree:

        1.     to specify in all bids and proposals you provide;

               a. that an Approved  Product will be assembled by you  according
               to our specifications; and


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<PAGE>

               b. the  appropriate  warranty terms as described in the exhibit,
               for the Approved Product and any additional components;

        2.     to specify in all invoices you provide,  the serial number of the
               ISU,  all feature  codes of the  Components,  and any  additional
               components,  as  applicable,  included in the  Approved  Product,
               including a clear and conspicuous  reference to the  manufacturer
               of any additional  components and that the Approved Products were
               assembled by you according to our specifications;

        3.     to comply with all applicable  laws and  regulations in marketing
               Approved Products that have "used" content;

        4.     that Approved Products you assemble:

               a. will count towards your minimum attainment requirements;

               b.  will  qualify  for  business   development  fund  and  other
               marketing   programs  unless   specifically   excluded  in  such
               marketing program announcements; and

               c. are eligible  Products  under the terms of the North American
               Marketing  Attachment  for  Distributors  and the North American
               Marketing  Attachment  if  indicated  as  eligible  in  the  IBM
               Business  Partner  Exhibit  and  installed  as part of a RS/6000
               System; and

        5.     not to place  Approved  Products  under an IBM Business  partner
               Trial Program.

        You may use Approved Products to fulfill your or your  Remarketer's,  as
        applicable,  internal use and demonstration  Machine  requirements.  You
        agree to advise us of all such transactions. We will adjust our discount
        to you accordingly. However, since the original intent is your resale of
        Approved  Products,  IBM does not charge you, and is not responsible for
        charging  you,  a  sales  tax  on  the  Approved   Products   which  are
        subsequently used for internal use or demonstration  purposes by you, or
        your Remarketer if applicable.  It is your responsibility to self assess
        any use tax that may apply for Approved  Products taken out of inventory
        for internal use or demonstration purposes.

7.      Prices

        For an ISU, we will  invoice you a net price equal to our list price for
        that model  configuration,  less 1) the price of the  agreed-to  removed
        components  (listed in the  Authorized  Assembler  Exhibit)  and 2) your
        applicable  discount.  We will apply such  discount to your  purchase of
        Components, as well as configured Machines.

        In the event that the price of a Component  corresponding to a standard,
        specify  or select  feature  of an  Approved  Product  changes,  and the
        related price of the Approved  Product does not change  accordingly,  we
        reserve  the  right to adjust  the price of an ISU so that the  combined
        price of the ISU and  Component  is equal to the  price of the  Approved
        Product.

        When this results in a price increase for the ISU, we will charge you an
        amount equal to the difference  between the new ISU and the previous ISU
        price,  less your  Remarketer  discount,  for any affected  ISUs in your
        inventory. Otherwise, all the terms of the Agreement relating to a price
        increase or decrease apply.

        For  Preloaded  Programs,  we will  invoice you a net price equal to our
        list price for such Programs less your applicable discount.

8.      Returns

        We  accept  returns  of ISUs  and  Components  and  configured  Machines
        acquired under the terms of this Attachment:

        1.      under the inventory adjustment terms of the Agreement. They must
                be returned in their original,  unopened containers. No open-box
                returns will be accepted; or

        2.      if they fail during the assembly and testing process.  You agree
                to return to us, subject to our authorization,  the failed parts
                along  with  failure  documentation,  as we  specify.  Upon  our
                receipt  of  the  ISU.  or  Component  and  verification  of the
                failure,  we will  issue a credit to you.  You may choose to (a)
                purchase a  replacement  for the failed item,  in which case the
                credit  issued will not apply toward your  inventory  adjustment
                category  limit,  or (b)


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<PAGE>

        notify us of your  intent to include  the  defective  part as a returned
        item under the inventory adjustment terms of the Agreement.

        Once assembled and tested, an Approved Product may not be returned.

9.      Ownership and License

        We  own  all  intellectual   property  rights  (including  ownership  of
        copyright)  in and to the design,  developed  under our direction and at
        our expense,  of 1) the Approved  Products and 2) the processes  used or
        developed to assemble and test Approved Products.

        We  grant  you  a  revocable,  nonexclusive,  nontransferable,  paid-up,
        limited  license  to  such  designs  to  enable  you to,  solely  in the
        performance of your responsibilities under the Agreement:

        1.     assemble, use for testing purposes, the Approved Products; and

        2.     use,  in  connection   with  the  assembly,   testing,   sale  or
               distribution of Approved Products,  the Approved Product name and
               its associated trademark.

10.       Indemnification

        In addition  to the  damages for which you are liable  under law and the
        terms of the Agreement,  you will defend, indemnify and hold us harmless
        from all fines,  claims, and expenses of any kind (including  reasonable
        attorney's fees and expenses) arising from or connected with:

        1.     allegations  that you have violated or otherwise failed to comply
               with any  applicable  law,  ordinance,  rule or regulation in the
               performance of your obligations under this Attachment;

        2.     any  breach,  default,  or  noncompliance  by you related to your
               representations, warranties or obligations under this Attachment;

        3.     alteration or modification by you of any Program Tool, whether we
               approved of such alteration or modification or not;

        4.     modification  by you of any  assembly  or  test  process,  agency
               compliance requirement,  or other specifications contained in the
               Authorized   Assembler   Exhibit  or  the  Operations  Guide,  as
               appropriate; and

        5.     unauthorized use or distribution of Program Tools by you.

11.      Term and Termination

        This Attachment  becomes effective on the date it is agreed to by us and
        will remain in effect for the contract period duration specified in your
        Profile,  unless  terminated  earlier by either of us under the terms of
        this Section.

        This  Attachment  will  end if your  Distributor  or  Solution  Provider
        relationship, as applicable, ends.

        Either of us may terminate this  Attachment,  with or without cause,  on
        three months' written notice.  The following are examples of a breach of
        a material term for which we may terminate this Attachment  immediately:
        if you do not 1) comply with our assembly and testing specifications, or
        2) maintain the required number of trained personnel.

        In the event that notice of termination  is given,  we may 1) reject any
        or all  orders  received  from you after  such  notice  and prior to the
        effective date of termination or 2) limit shipments  during this period.
        In addition,  as of the date the notice of termination is given,  we may
        discontinue  extension of any pricing terms previously made available to
        you.

        When  this  Attachment  ends,  you agree to sell to us, at the price you
        paid us,  all new and  unused  ISUs  and  Components  in your  inventory
        including associated documentation, in your possession or control.

12.     Product Approval

        Products                            Yes/No              Minimum number


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<PAGE>

                                                              of IBM Trained
                                                         assembly technicians by
                                                          Authorized Locations

RS/6000                     Yes                                  2
-------------------------------

STORAGE SYSTEMS             No                                   1
-------------------------------

13.         Authorized Locations

        3001 South Priest Drive

        -----------------------
        Tempe, AZ  85282
        -----------------


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