Exhibit 10


                          VOLUME PURCHASE AGREEMENT 
 
This Agreement ("Agreement") dated as of April 29, 1997, is by and between  
XLSource, Inc. ("XLS"), with its principal place of business at 411  
Eagleview Boulevard, Exton, PA 19341 and Ingram Micro Inc. "Ingram"),  
including its Ingram Alliance division ("Alliance"), with its principal  
place of business at 1600 East St. Andrew Place, Santa Ana, California  
92705. 
 
                                RECITALS 
 
A.    Ingram is a wholesale distributor of microcomputer and technology  
products and services. 
 
B.    XLS is a reseller of microcomputer and technology products and is a  
wholly owned subsidiary of Intelligent Electronics, Inc. ("IE").   
 
C.    Ingram, XLS and IE have entered into a Stock Purchase Agreement (the  
"Stock Purchase Agreement") dated as of April 29, 1997 pursuant to  
which Ingram will purchase from IE all of the capital stock of  
certain subsidiaries of IE.    
 
D.    Ingram's willingness to enter into the Stock Purchase Agreement is  
conditioned on XLS's agreeing to guarantee the obligations of IE  
under the Stock Purchase Agreement on the terms and conditions set  
forth therein. 
 
E.    XLS is willing to guarantee IE's obligations as described above in  
exchange for the ability to purchase substantially all of its  
product requirements from Ingram on the terms and conditions set  
forth herein. 
 
F.    Ingram agrees to sell to XLS all of the product requirements of XLS  
on the terms and conditions set forth herein. 
 
Now therefore, for good and valuable consideration, the receipt and  
sufficiency of which is hereby acknowledged, the parties agree as follows: 
 
1.   Definitions. 
 
The following terms used in this Agreement shall be defined as  
follows: 
 
1.1.  "Alliance Products" shall, initially, be those products offered by  
Apple, IBM, Compaq, Hewlett-Packard, Toshiba, NEC, Acer, AST,  
Digital, Epson, and Lexmark for distribution through Alliance; the  
"Alliance Products" may be updated or modified from time to time by  
Ingram on thirty (30) days prior notice to XLS. 
 
1.2.  "Non-Alliance Products" shall mean all other products in Ingram's  
product inventory and available for distribution on the date an  
order is placed for such product. 
 
1.3.  "Configured Products" shall mean those products which have been  
configured with or installed on other Products by Ingram's  
Configuration Services group pursuant to this Agreement. 
 
1.4.  "Product" or "Products" shall mean Alliance Products, Non-Alliance  
Products, Configured Products and/or Excluded Products, all of which  
are subject to product availability from the Product Vendors. 
 
1.5.  "Excluded Products" shall mean those Products which Ingram is not  
authorized to distribute or those Products for which Ingram has  
restrictive distribution rights.   
 
1.6.  "Vendors" shall mean the vendors or publishers of the Products  
offered by Ingram hereunder. 
 
1.7.  "Cost" shall mean the applicable Vendor's invoiced replacement cost  
to Ingram. 
 
1.8.  "Net Purchases" shall mean total invoice amounts, net of all rebates,  
of all Products purchased under this Agreement, net of returns. 
 
2.    Term of the Agreement 
 
The term of the Agreement shall commence on the date hereof and  
shall continue for a period of three (3) years following the Closing  
Date, as defined below, unless terminated sooner pursuant to the  
terms hereof. 
 
3.    Products 
 
3.1.  Commencing on the Closing Date and thereafter during the term of this  
Agreement, XLS shall order 100% of its requirements from time to  
time for Products which are listed on Ingram's on-line ordering  
system on the date the Products are ordered.  In the event Ingram  
cannot fulfill the order in the required time frame designated by  
XLS, it shall order the product in XLS's behalf from other sources  
in order to meet its service level requirements. 
 
3.2.  It is acknowledged by Ingram that in the event this Agreement is  
assigned with Ingram's consent in accordance with Paragraph 28, the  
assignee may have a different ordering process than described herein  
and may not order 100% of its requirements from Ingram. 
 
3.3.  During the term of this Agreement, Ingram shall use best efforts to  
provide and deliver the Products in a timely and efficient manner in  
accordance with the performance metrics described in Exhibit A  
attached to this Agreement. 
 
3.4.  All Products purchased pursuant to this Agreement shall be for resale  
only within the United States. 
 
3.5.  If authorization for resale is required by the Vendor of a Product,  
Ingram shall not be obligated to sell such Product to XLS unless  
Ingram has received notice that XLS has been authorized by the  
Vendor. 
 
4.    Purchase Commitment 
 
4.1.  XLS hereby agrees that its Net Purchases will equal a minimum of $1.8  
billion of Products ("Guaranteed Minimum Revenue") under this  
Agreement during the term of this Agreement.  The intention of both  
parties is that the Net Purchases will be at a rate of $600 million  
annually ("Annual Minimum Revenue").  For purposes of determining  
XLS's performance under this Section 4, a "year" shall mean a period  
of 365 or 366 days commencing on the day following the date that the  
transaction contemplated by the Stock Purchase Agreement have been  
consummated (the "Closing Date") and the first and second  
anniversaries of the Closing Date and ending on the first, second  
and third anniversaries of the Closing Date, respectively. 
 
4.2.  Promptly following the end of each year under this Agreement, Ingram  
will determine if XLS has Net Purchases equal to the Annual Minimum  
Revenue.  In the event it has not, Ingram will deliver an invoice to  
XLS setting forth an amount established as follows: Annual Minimum  
Revenue minus actual Net Purchases under this Agreement ("Deficiency  
Amount") multiplied by one and one-half percent (1 1/2%).  In determining 
Net Purchases in this calculation, product ordered from other sources 
pursuant to Paragraph 3.1 will be included.  XLS may either pay the 
invoice within ten days following receipt by XLS or, at its option, 
extend the contract beyond the scheduled end of the term of this Agreement. 
In the event XLS elects to extend the term of this Agreement, the Deficiency 
Amount will be multiplied by ** if the deficiency occurs during the first 
year of this Agreement, ** if the deficiency occurs during the second year  
of this Agreement and ** thereafter and that amount will become the  
"Remaining Guaranteed Minimum Revenue" for the period beyond the  
term of this Agreement.  The amount of time the term is extended  
will be calculated by dividing the Remaining Guaranteed Minimum  
Revenue by $50 million, rounding up, and adding that number of  
months to the term of the Agreement.  In no event will XLS have the  
option of extending this Agreement more than an additional 24  
months. 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
4.3.  In the event XLS exceeds the Annual Minimum Revenue in any year of  
this Agreement, then the Remaining Guaranteed Minimum Revenue, if  
any, will be reduced by an amount equal to ** of any excess and, if  
applicable, the extended term reduced accordingly or, if there is no  
Remaining Guaranteed Minimum Revenue, the Annual Minimum Revenue for  
the subsequent year of this Agreement shall be reduced by an amount  
equal to such excess. 
 
4.4.  This Agreement will terminate when Net Purchases by XLS exceeds the  
sum of $1.8 billion plus the Remaining Guaranteed Minimum Revenue,  
if any, less the aggregate Deficiency Amounts, if any, deferred to  
the extended term of this Agreement at XLS's election.   
 
4.5.  If in any one year, XLS's Net Purchases are less than ** of Products  
under this Agreement (unless the Agreement shall have terminated in  
said year pursuant to Section 4.4), then in addition to the remedies  
under Paragraph 4.2 above, XLS agrees it will pay an additional  
amount equal to ** of the difference between ** million and the Net  
Purchases under this Agreements in that year. 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
5.    Pricing 
 
5.1.  All Product prices will be as shown in Ingram's on-line ordering  
system as of the date of order, except as otherwise provided below. 
 
5.2.  Prices for the following Alliance Products will be calculated at  
Ingram's Cost on the date of purchase plus the percentage listed  
below: 
 
          (a)  ** 
 
          (b)  ** 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
5.3.  Prices for all Alliance Products other than those described in  
Section 5.2 above will be established by Ingram, through the  
assignment to Alliance's standard pricing matrix, and will be  
substantially consistent with that to other customers with similar  
volumes. 
 
5.4.  Prices for Non-Alliance Products (except for those Products noted in  
Sections 5.5 and 5.6 below) will be calculated at Cost divided by  
the factor applicable to the Product type.  The Product types and  
factors will be as follows: 
 
             Product Type             Factor 
             ------------             ------ 
             Software                  ** 
             Hardware                  ** 
             Accessory Product         ** 
             Technical Product         ** 
 
5.5.  Prices for Products from those Vendors and/or product groups listed  
on ** shall be calculated at Cost divided by the factor listed  
beside it on **.  In the event of a conflict between ** and  
Paragraph 5.4 above, ** will prevail. 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
5.6.  Specialized Products, including memory and licenses, shall be priced  
consistent with prices charged to other customers with similar  
volumes. 
 
5.7.  As Cost changes, Ingram may adjust the pricing shown on its on-line  
ordering system to reflect such changes without notice to XLS. 
 
5.8.  Ingram agrees that all programmatic promotional pricing programs will  
be offered to XLS. 
 
5.9.  Ingram and XLS agree that in the event of a substantial change in the  
competitive market environment for the products offered by Ingram,  
they will make a good faith effort to agree on amended prices for  
this Agreement, which will be substantially consistent with prices  
for customers with substantially equivalent volumes. 
 
5.10. Ingram will pass through price protection for Products purchased or  
in transit to XLS or its customers at the time the Product's Vendor  
reduces its price to Ingram.  Such price protection shall be in the  
form of a credit equal to the amount of the price decrease per unit  
of Product multiplied by the number of units in XLS's inventory or  
in transit from Ingram to XLS or its customers on the date the price  
decrease became effective.  In order to obtain such price  
protection, XLS must provide Ingram with a completed Ingram Price  
Protection form and a computer-generated inventory report listing  
the Product qualified for the price protection.  Once the price  
protection credit has been approved by and received from the Vendor,  
a credit memo will be issued and appear on XLS's account within  
forty-eight (48) hours. XLS agrees not to deduct any anticipated  
price protection credits from amounts owed to Ingram without  
Ingram's express prior written consent.  Ingram will not be  
responsible for passing through price protection relating to any  
price protection requests which are rejected by the Product's Vendor  
for reasons other than Ingram's performance. 
 
6.    Rebate 
 
6.1.  XLS shall be entitled to receive a performance-based rebate equal to  
the percentage of Net Purchases from Ingram during each fiscal  
quarter as determined by the following schedule: 
 
 
                              For the period from     Each quarter    
Rebate 
                          May 1 - September 30, 1997   thereafter   
Percentage 
 
Quarterly Net Purchases              **                    **           ** 
 
Quarterly Net Purchases              **                    **           ** 
 
Quarterly Net Purchases              **                    **           ** 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
6.2.  Products ordered from Ingram that it must buy from other sources in  
accordance with Paragraph 3.1 above will count towards rebate goals  
but rebates will not be earned on those purchases.   
 
6.3.  Within thirty days following the end of any quarter in which XLS  
achieves a rebate, Ingram will issue XLS a credit in the amount of  
the rebate. 
 
7.    Ordering 
 
7.1.  There shall be no minimum order size restriction on XLS orders. 
 
7.2.  The pricing offered to XLS under this Agreement is contingent upon  
XLS placing a majority of its Product orders via electronic ordering  
methods offered by Ingram, including its CAPS and EDI services,  
beginning after the first six months of the term of this Agreement.  
Ingram and XLS will mutually cooperate and commit the necessary  
resources to ensure that electronic ordering and order management  
systems are put in place within the first six months of the term of  
this Agreement in order to permit achievement of the electronic  
ordering goal set forth in this Section. 
 
8.    Payment Terms 
 
8.1.  Ingram will invoice XLS upon Product shipment and/or shipment of the  
Configured Products to the location specified on the XLS purchase  
order, with all invoices due and payable net thirty (30) days from  
date of invoice. 
 
8.2.  Alliance Product pricing applies only to those Products purchased on  
approved flooring accounts.  XLS agrees to utilize Alliance approved  
flooring companies as listed in Exhibit C, as it may be modified and  
amended from time to time, in order to assure that the associated  
flooring fees are subsidized by the Vendor.  If XLS uses a flooring  
company not listed on Exhibit C, XLS agrees to pay all flooring fees  
and related costs charged by such flooring company. 
 
8.3.  In the event XLS elects to place an order for Alliance Products on a  
net terms account, Ingram will invoice XLS upon Product shipment,  
and all such invoices will be due and payable net thirty (30) days  
from invoice date.  A net terms fee of ** of the total invoice  
amount will be added to Alliance Product orders placed on XLS's net  
terms account. 
 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
 
8.4.  If XLS has a reasonable dispute with any invoice received from  
Ingram, it agrees that it will pay the undisputed portion of the  
invoice and will immediately notify Ingram of the amount remaining  
in dispute.  The parties will then have thirty (30) days in which to  
resolve the dispute before such unpaid amounts will be considered  
overdue or delinquent under this Agreement. 
 
8.5.  A service charge of the lesser of one and one-half percent (1.5%)  
per month or the maximum amount allowed by law may be charged on all  
balances past due except disputed amounts ultimately resolved in  
XLS's favor. 
 
8.6.  XLS shall pay and be responsible for applicable federal, state,  
municipal, and other government taxes (such as sales, use, etc.) for  
each Product purchased except any applicable income taxes on such  
sale. Unless otherwise specified, list prices do not include such  
taxes, and they will appear, if applicable, as separate, additional  
items on the invoice.  Exemption certificates, valid in the place of  
delivery, must be presented to Ingram prior to shipment if they are  
to be honored. 
 
9.    Credit 
 
9.1.  XLS shall furnish to Ingram all financial information reasonably  
requested by Ingram from time to time for the purpose of  
establishing or continuing XLS's credit limit, it being understood  
that Ingram shall have the right from time to time, without notice,  
to change or revoke XLS's credit limit on the basis of changes in  
Ingram's credit policies or XLS's financial conditions and/or  
payment record.  In such event, the applicable purchase price shall  
be paid prior to shipment. 
 
9.2.  In the event XLS fails to make timely payment of any undisputed  
amount invoiced hereunder, Ingram shall have the right, in addition  
to any and all other rights and remedies available to Ingram, at law  
or in equity, to immediately revoke any or all credit extended, to  
delay or cancel future deliveries and/or to reduce or cancel any or  
all quantity discounts extended to XLS.  All costs of collection,  
including reasonable attorneys' fees, shall be paid by XLS. 
 
9.3.  Any obligation of Ingram under this Agreement to deliver Products on  
credit terms shall terminate without notice if XLS files a voluntary  
petition under a bankruptcy statute, or makes an assignment for the  
benefit of creditors, or if an involuntary petition under a  
bankruptcy statute is filed against XLS, or if a receiver or trustee  
is appointed to take possession of the assets of XLS. 
 
10.   Freight, Shipping, Delivery 
 
10.1. Delivery will be made F.O.B origin, ground service, paid by Ingram,  
on Ingram's carrier of choice.  Ingram will comply with all  
reasonable shipping and handling instructions received prior to  
shipment.  In the event XLS requires shipment on an expedited basis  
via XLS's carrier of choice, delivery will be made F.O.B origin at  
XLS's expense.  When Ingram's "Base Rate" system is operational, XLS  
will receive credit on each expedited shipment for the amount of  
ground service freight Ingram would have paid on that shipment. 
 
10.2. Ingram will ship Products directly to XLS customers in the United  
States at no additional charge. 
 
10.3. XLS shall examine all Products promptly upon receipt thereof.  No  
later than ten days after delivery, XLS shall notify Ingram of all  
claimed shortages or damaged Products, or if rejection is intended,  
shall specify all grounds therefor.  Failure to give such notice  
within ten days after delivery shall be deemed an acceptance of the  
Products as of the date of shipment.  This paragraph does not cover  
defective returns which are addressed in Paragraph 13. 
   
11.   Configuration 
 
11.1. Provided XLS has furnished Ingram properly approved forecasts five  
(5) business days in advance of receipt of order from XLS, Ingram  
will use all reasonable efforts to ship Configured Products within  
two (2) business days. Such shipping will occur only if the orders  
do not contain product incompatibility issues.  In that event,  
Ingram must notify XLS within two (2) hours.  In addition, for each  
unique configuration, all necessary building instructions and other  
pertinent work instructions must be on hand and understood by Ingram  
Configuration Services Personnel.  Product expedited between Ingram  
locations to meet service level requirements will be at Ingram's  
expense. 
 
11.2. Orders in excess of 100 units will require review and scheduling  
based on Ingram's capacity and the complexity of the Configured  
Product. 
 
11.3. Ingram will not be responsible for schedule slippage or related  
expenses, including but not limited to overtime labor and freight  
associated with expediting the production or delivery of Configured  
Product containing product supplied by XLS or supplied by a third  
party arranged by XLS, if scheduled delivery of Configured Product  
is delayed due to unavailability, late delivery or inoperative  
product provided by XLS or a third party arranged by XLS.  However,  
if the delay is due to Ingram's performance, Ingram will pay  
expedited freight. 
 
11.4. All fees for configuration services shall be as set forth in Exhibit  
D.   During the first six months of the term, Ingram will (a) charge  
a flat fee of ** per configured unit and (b) provide XLS with a per  
unit rebate amount based on the following schedule: 
 
                         Number of units  
                      configured during month      Rebate per unit 
                      -----------------------      --------------- 
                            **                            ** 
                            **                            ** 
                            **                            ** 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
After the end of the first six months, Ingram agrees to provide XLS  
with a discount off normal published rates that are substantially  
comparable to those given to other customers with substantially  
equivalent volume. 
 
12.   Stock Balancing 
 
12.1. XLS may return Products which are not defective within one hundred  
fifty (150) days after invoice date.  All returns will be subject to  
the returns fees listed in the table below which is based on the  
percentage of returns as compared with the gross sales during the  
fiscal quarter in which the return is made, determined by reference  
to invoiced prices.  Returns will be processed at the lower of  
either the invoice unit price paid by XLS or the current price as  
shown in Ingram's on-line ordering system as of the date of return  
request and will be credited as soon as possible but no later than  
the end of the fiscal quarter in which returned. All Products  
returned must be undamaged, in the Vendor's original packaging,  
unused and in resalable condition. 
 
                                              Fee 
                 Returns Percent     (as a % of gross sales) 
                -----------------    ----------------------- 
                      **                     ** 
                      **                     ** 
                      **                     ** 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
12.2. Ingram reserves the right to not accept the return of Products if the  
Vendor of such Products has placed restrictions upon the return of  
such Products provided Ingram has communicated those restrictions to  
XLS prior to shipment.  Ingram also reserves the right to not accept  
Products which are discontinued or which are being produced or  
published by a Vendor which is insolvent or which has declared  
bankruptcy.  XLS shall pay all costs and bear all risks of loss when  
returning Products to Ingram. 
 
12.3. Products purchased under special orders are not eligible to be  
returned pursuant to this Section 12 unless Ingram has return rights  
with those Vendors.  Special orders include Products which the  
Vendor has not authorized Ingram to distribute. 
 
12.4. Products purchased as part of Configured Products are not eligible to  
be returned unless such returns are due to errors made by Ingram.   
The errors will be corrected and the Products reshipped to XLS with  
no charge to XLS. 
 
12.5. XLS may return Open Box product without charge in an amount equal to  
** of net purchases during the fiscal quarter in which the return is  
made.  Open Box returns exceeding the allowable percentage will be  
charged a fee equal to ** of the invoice price, net of rebates. 
 
12.6. A rebox fee of ** per item will be charged on all Products returned  
in a damaged box. 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
13.   Defective Returns 
 
Within ninety (90) days after the date of purchase by XLS, XLS may  
return to Ingram for replacement or credit any Product found to be  
defective; provided that, XLS shall obtain Ingram's approval prior  
to returning any such Product.  Ingram reserves the right to require  
XLS to return defective Products directly to the Products' Vendor  
for replacement according to the Vendor's defective Products return  
policy.  Defective Returns are not included in the Returns  
Percentages in Paragraph 12. 
 
14.   On Site Personnel 
 
14.1. ** 
 
14.2. ** 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
14.3. XLS may, at its option, assign an appropriate number of its full-time  
employees to be officed in Ingram's Configuration Center(s).  All  
such employees will be employees of XLS for all purposes under this  
Agreement and will be subject to the workplace rules applicable to  
Ingram's own employees while they are employed on Ingram's premises.  
Ingram will provide each XLS employee work spaces similar in size to  
the work space Ingram provides its employees of similar job grades.  
Ingram will provide each XLS employee with a telephone and will  
cover the costs of all telephone services used by the XLS employee  
in the conduct of business under this Agreement. 
 
15.   Large Account Inventory Program 
 
For up to fifteen days, Ingram will hold for XLS's account at **  
those Products which have been designated by a Vendor for sale to a  
specific customer of XLS ("LAIP Products").  After the fifteenth  
day, XLS agrees that it will pay Ingram an amount equal to ** of the  
LAIP Product's total invoice value ** that it holds the LAIP  
Products in its inventory.  
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
16.   Marketing Funds 
 
Ingram will pass through to XLS on a dollar-for-dollar basis any co- 
op, rebate or marketing funds which it receives from Vendors which  
have been designated for XLS's use. 
 
17.   Limitation of Warranty 
 
XLS acknowledges and agrees that the Products are provided to XLS  
without any warranty other than the warranty which a Vendor may  
provide with its Product.  INGRAM EXPRESSLY DISCLAIMS ALL EXPRESS  
AND/OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED  
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 
 
18.   Patent, Copyright and Trademark Indemnity 
 
Ingram shall have no duty to defend, indemnify, or hold harmless XLS  
from and against any damages or costs incurred by XLS arising from  
the infringement of patents or trademarks or the violation of  
copyrights by Products which were not manufactured by Ingram or were  
not manufactured specifically for resale by Ingram alone. 
 
Ingram shall have the option at any time to replace or modify any  
Products sold to XLS to avoid patent or trademark infringement or  
copyright violations; provided such replacement or modification does  
not materially affect performance hereunder. 
 
Notwithstanding any other terms or conditions to the contrary,  
Ingram's liability under this Section shall not exceed (i) the  
purchase price of the infringing Product, less (ii) reasonable  
depreciation computed on a five-year straight line basis. 
 
19.   Limitation of Liability 
 
Ingram shall not be liable to XLS, any affiliate of XLS, any  
customer of XLS or any other party for any loss, damage, or injury  
which results from the use or application by XLS, any affiliate of  
XLS, any customer of XLS or any other party of Products and/or  
services delivered to XLS or any person or entity designated by XLS,  
unless the loss or damage results directly from the intentionally  
tortuous or fraudulent acts or omissions of Ingram.  In no event  
shall Ingram be liable to XLS, any affiliate of XLS, any customer of  
XLS or any other party for loss, damage or injury of XLS or any  
person or entity designated by XLS, of any kind or nature arising  
out of or in connection with this Agreement, or any performance or  
non-performance under this Agreement by Ingram, in excess of the net  
purchase price of Products and/or services actually delivered to and  
paid for by XLS or any other person or entity designated by XLS  
hereunder.  In no event (including events of loss, damage, or injury  
provided for in this Section) shall Ingram be liable to XLS, any  
affiliate of XLS, any customer of XLS or any other party for  
indirect, special or consequential damages, even if notification has  
been given as to the possibility of such damages.  XLS hereby  
expressly waives any and all claims for such damages. 
 
20.   Default 
 
Each of the following events shall be an event of default under this  
Agreement: 
 
(a)  In the case of either party, if such party has failed to   
     perform a material obligation under this Agreement and such  
     failure has continued for a period of thirty days from the date  
     such party was notified by the other party of such failure. 
 
(b)  In the case of either party, if such party (i) makes a general  
     assignment for the benefit of creditors; (ii) commences any  
     case, proceeding or other action seeking to have an order for  
     relief entered on its behalf as a debtor or to adjudicate it a  
     bankrupt or insolvent, or seeking reorganization, arrangement,  
     adjustment, liquidation, dissolution or composition of it or  
     its debts or seeking appointment of a receiver, trustee,  
     custodian or other similar official for it or for all or of any  
     substantial part of its property (collectively a "proceeding  
     for relief"); or (iii) becomes the subject of any proceeding  
     for relief which is not dismissed within sixty days of its  
     filing or entry. 
 
21.    Termination 
 
21.1.  Upon the occurrence of an event of default referred to in clauses  
       (a) or (b) of  Section 20 above, the party not in default may  
       terminate this Agreement upon thirty (30) days' written notice to  
       the other party. 
 
21.2.  This Agreement will terminate automatically concurrently with  
       termination of the Stock Purchase Agreement. 
 
22.   Confidentiality 
 
This Agreement is confidential and contains confidential   
information, and as such will not be disclosed to any third party  
without the express written consent of both parties.  This Section  
shall not restrict the rights of either party to disclose  
confidential information if required to do so by law or by lawful  
order of any governmental entity; provided that in the event any  
such disclosure is required, the party making the disclosure shall  
advise the other prior to the disclosure and limit the disclosure to  
only that confidential information which must be disclosed in order  
to comply with the law or order.  The parties agree to disclose the  
terms and conditions of this Agreement only to their respective  
personnel on a need to know basis.  The parties agree to develop  
jointly a synopsis of this Agreement which will not be subject to  
the provisions of this Paragraph. 
 
23.   Force Majeure 
 
Neither party shall be liable for delay or failure to perform this  
Agreement, in whole or in part, by reason of contingencies beyond  
the reasonable control of the party affected, whether herein  
specifically enumerated or not, including among others, acts of God,  
war, acts of war, revolution, civil commotion, riots, acts of public  
enemies, blockage or embargo, delays of carriers, car shortage,  
fire, explosion, breakdown of equipment or facilities, strike,  
lockout, labor dispute, casualty or accident, earthquake, epidemic,  
flood, cyclone, tornado, hurricane or other windstorm, delays of  
vendors or other contingencies interfering with production or with  
customary or usual means of transportation of products, or by reason  
of any law, order, proclamation, regulation, ordinance, demand,  
requisition or requirement or any other act of any governmental  
authority, local, state or federal, including court orders,  
judgments or decrees, or actions of any governmental authority  
respecting the registration, re-registration, cancellation,  
suspension, labeling and/or ability to transport or sell products,  
or any other cause whatsoever, whether similar or dissimilar to  
those enumerated above; provided, that the party so affected shall  
give prompt written notice to the other party of the event causing  
the delay or impediment and shall use all due diligence to overcome  
the effects of the event as promptly as possible.  Neither party  
shall be required to resolve a strike, lockout or other labor  
problem in a manner which it alone does not deem proper and  
advisable.  The party other than the party affected by an event of  
the sort enumerated in or contemplated by this Section may, by  
written notice to the other party, elect to extend the term of this  
Agreement for a period of time equal to the duration of the event  
excusing such performance. 
 
24.   Notices 
 
All notices and other communications relating to this Agreement or  
its terms will be in writing and mailed via first class United  
States Postal Service, certified or registered with return receipt  
requested or via facsimile.  All notices so mailed will he deemed  
received four (4) days after postmark date and facsimiles will be  
deemed received upon notification of successful transmission. 
 
25.   Entire Agreement 
 
This Agreement (including any Exhibits and Addenda) constitutes the  
entire Agreement between the parties regarding the purchase and sale  
of Products and will cancel, terminate, and supersede any and all  
previous agreements, proposals, representations, or statements,  
whether oral or written.  The terms of this Agreement will supersede  
the terms of any invoice or purchase order issued by either party.   
Any modifications of this Agreement must be in writing and signed by  
an authorized representative of each party. 
 
26.   Governing Law 
 
This Agreement will be deemed made in the State of California and  
will be governed by and construed in accordance with California  
laws, excluding its conflicts or choice of law rule or principles  
which might refer to the law of another jurisdiction.  The state and  
federal courts situated in Orange County, California will have non- 
exclusive jurisdiction and venue over any dispute or controversy  
which arises out of this Agreement. 
 
27.   Counterparts and Headings 
 
This Agreement may be executed in any number of original  
counterparts, each of which when executed and delivered will be  
deemed to be an original and all of which taken together will  
constitute but one and the same instrument. Headings in this  
Agreement are included for convenience of reference only and will  
not constitute a part of this Agreement for any other purpose. 
 
28.   Assignment 
 
28.1. XLS shall not assign any Product order or any interest therein  
without the written consent of Ingram.  Any such actual or attempted  
assignment without Ingram's prior written consent shall entitle  
Ingram to cancel such order upon written notice to XLS. 
 
28.2. Neither party shall assign its rights and interests under this  
Agreement, either wholly or partially, to any other party without  
the express written consent of the other party hereto. 
 
28.3. In the event Ingram agrees to a partial assignment of this Agreement,  
due to the sale of branches representing a portion of the assets of  
XLS, all revenue requirements, rebate provisions and other economic  
provisions specified herein will be prorated based upon the end-user  
revenue for the last four (4) fiscal quarters of all of the XLS  
branches. 
 
29.   Severability 
 
A judicial determination that any provision hereunder is invalid in  
whole or in part shall not affect the enforceability of those  
provisions found not to be invalid. 
 
30.   Independent Parties 
 
The parties agree that each operates as a business independent of  
the other.  Both parties agree that neither of them will hold itself  
out to be the agent, partner or related party of the other. 
 
 
Agreed on the 29th day of April, 1997. 
 
 
"XLS"                               "Ingram" 
 
XLSource, Inc.                     Ingram Micro Inc. 
 
 
 
By:  /s/ Michael Norris            By:  /s/ Michael Grainger 
   --------------------------         ------------------------------- 
     (Officer of the Company)           (Officer of the Company) 
Its:  President                    Its:  Executive Vice President 
                                         Worldwide Chief Financial Officer 
 
 
 
<PAGE> <PAGE>
 
                                                                 EXHIBIT A 
                                                                ----------- 
                                                                Page 1 of 3 
 
                   DISTRIBUTION/CONFIGURATION SERVICE LEVELS 
                             (except as stated) 
 
 
   
                                **               **             ** 
_______________________________________________________________________ 
 
Shipping Accuracy               **               **             ** 
 
Configuration Accuracy 
   product DOA/defective        **               **             ** 
   configured properly          **               **             ** 
 
Fill Rate                       **               **             ** 
_________________________________________________________________________ 
 
Service Level - Configuration (not subject to technical hold/review) 
 
   within 2 days*               **               **             ** 
   within 3 days                **               **             ** 
   within 4 days                **               **             ** 
_________________________________________________________________________ 
 
   *These numbers are based on receipt of 5 day forecast. 
 
Service Level - Distribution    **               **             ** 
 
Price Book Accuracy 
updated within 24 hours         **               **             ** 
 
Hot Orders                      **               **             ** 
_________________________________________________________________________ 
 
(same day shipment as configuration unless stipulated at time of order  
receipt)			 
 
Customer Satisfaction: 
Ingram agrees to monitor customer satisfaction by utilizing mutually  
agreeable surveys to XLSource branches and formulating action plans to  
address differences.			 
 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
 
<PAGE> <PAGE>
 
                                                                EXHIBIT A 
                                                               ----------- 
                                                               Page 2 of 3 
 
 
XLS DISTRIBUTOR/CONFIGURATION MEASUREMENT PROGRAM 
 
KEY METRIC DEFINITIONS: 
----------------------- 
SHIPPING ACCURACY: 
% of orders which have zero defects (as measured by all of the following  
  criteria) versus total orders: 
 
-  Order without warehouse picking/shipping errors (wrong SKU, wrong count,  
   inventory accuracy, used product shipped in error, etc...) 
-  Order shipped same day as order entry 
-  Order shipped to correct place with proper documentation (serial  
   numbers, tracking numbers, packing slips, proper labels, etc...)   
 
CONFIGURATION ACCURACY (numbers based on getting proper instructions from  
customer) 
-  Order configured correctly 
-  Configured product operates (i.e...no DOA's) 
 
FILL RATE (without constrained product): 
-  % of orders that are filled at time of order versus total orders, plus  
   total legitimate back orders, less constrained, new and/or discontinued  
   product. 
 
SERVICE LEVEL CONFIGURATION: 
-  % of all orders without back orders (reported by XLS account) that 
   meet or beat the contracted SLA for that account versus total orders 
   for the account. 
 
SLA measure will begin at time of order entry to the date the complete  
order arrives at the customer. 
 
SERVICE LEVEL - DISTRIBUTION: 
 
-  % of orders which from time of shipment to time of arrival at the  
   customer does not exceed 2 days 
 
PRICE BOOK ACCURACY: 
-  % of days that the price book is not updated to current prices versus  
   total business days. 
 
HOT ORDERS 
-  % of configuration orders shipped same day or within one day versus  
   total configuration orders. 
 
  
<PAGE> <PAGE>
                                                                EXHIBIT A 
                                                               ----------- 
                                                               Page 3 of 3 
 
 
  ** 
 
  ** 
 
  ** 
 
  ** 
  
  ** 
 
 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
 
<PAGE> <PAGE>
                                                                 EXHIBIT B  
                                                                 --------- 
 
Vendor #        Vendor Name                       **          **         ** 
---------------------------------------------------------------------------- 
1153            3COM                              **          **         ** 
2794            3COM AUTHORIZED PRODUCTS          **          **         ** 
3703            3M DATA STORAGE                   **          **         ** 
                ADOBE COMMERCIAL                  **          **         ** 
                ADOBE UNIX                        **          **         ** 
4044            AMERICAN POWER CONVERSION         **          **         ** 
2722            ATTACHMATE CORPORATION            **          **         ** 
4815            ATTACHMATE CORPORATION            **          **         ** 
1567            ATTACHMATE DCA                    **          **         ** 
                BANYAN SYSTEMS                    **          **         ** 
2936            BAY NETWORKS                      **          **         ** 
                BAY NETWORKS WELL FLEET DIVISION  **          **         ** 
1280            BORLAND INTERNATIONAL             **          **         ** 
1357            BORLAND INTERNATIONAL ACADEMIC    **          **         ** 
1335            CAERE CORPORATION                 **          **         ** 
                CANON COMPUTER SYSTEMS            **          **         ** 
1655            CHEYENNE SOFTWARE                 **          **         ** 
3122            CISCO SYSTEMS                     **          **         ** 
2622            CISCO SYSTEMS                     **          **         ** 
1397            COREL CORPORATION                 **          **         ** 
7474            COREL CORPORATION                 **          **         ** 
7497            COREL CORPORATION                 **          **         ** 
7498            COREL CORPORATION                 **          **         ** 
7499            COREL CORPORATION                 **          **         ** 
7951            COREL WORDPERFECT                 **          **         ** 
1305            CORNERSTONE                       **          **         ** 
                CREATIVE LABS                     **          **         ** 
2063            CTX                               **          **         ** 
                CURTIS MANUFACTURING              **          **         ** 
                EXTENDED SYSTEMS                  **          **         ** 
1373            GLOBAL VILLAGE CORPORATION        **          **         ** 
2000            HAYES                             **          **         ** 
2125            INTEL                             **          **         ** 
3714            INTEL NETWORKING                  **          **         ** 
7372            IOMEGA DITTO                      **          **         ** 
7297            IOMEGA JAZZ                       **          **         ** 
7296            IOMEGA ZIP                        **          **         ** 
                KINGSTON TECHNOLOGY               **          **         ** 
2439            LOTUS (NOTES)                     **          **         ** 
                LOTUS DEVELOPMENT                 **          **         ** 
2400            LOTUS DEVELOPMENT                 **          **         ** 
3249            LOTUS PASSPORT                    **          **         ** 
4872            LOTUS PASSPORT ACADEMICS          **          **         ** 
1252            MADGE ADAPTERS                    **          **         ** 
                MICROSOFT ACADEMIC                **          **         ** 
3124            MICROSOFT ACADEMIC                **          **         ** 
                MICROSOFT CONSUMER PRODUCTS       **          **         ** 
2500            MICROSOFT CORPORATION             **          **         ** 
5118            MICROSOFT INPUT                   **          **         ** 
                MICROSOFT                         **          **         ** 
2495            MS BACKOFFICE                     **          **         ** 
                NOKIA                             **          **         ** 
2733            NOVELL                            **          **         ** 
                NOVELL GROUPWARE                  **          **         ** 
                NOVELL GROUPWARE                  **          **         ** 
                NOVELL UPGRADES                   **          **         ** 
9716            NOVELL UPGRADES                   **          **         ** 
3717            PORT DICORPORATE                  **          **         ** 
3335            SEAGATE SOFTWARE NSMG             **          **         ** 
                SMART MODULAR                     **          **         ** 
3200            SOFTWARE PUBLISH                  **          **         ** 
                SYMANTEC                          **          **         ** 
1639            SYMANTEC ACADEMIC                 **          **         ** 
2176            US ROBOTICS NETWORKING            **          **         ** 
                US ROBOTICS                       **          **         ** 
2609            US ROBOTICS/MOBIL                 **          **         ** 
3923            XIRCOM, INC.                      **          **         ** 
 
Note:  As Manufacturer costs change, Ingram pricing may be adjusted to  
reflect such changes. 
 
* Vendor with Revised Pricing 
 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission. 
 
 
<PAGE> <PAGE>
                                                                 EXHIBIT C  
                                                                 --------- 
<TABLE> 
<CAPTION> 
 
                              INGRAM ALLIANCE 
                      VENDOR SUBSIDIZED FLOORING CHART 
 
VENDOR                                                    IBM CO                
AT&T  NATIONS            FINOVA 
--------------------------------------------------------------------------------------------------------------- 
<S>                        <C>           <S>
ACER      IA only         N/A            All but Monitors   Yes          Yes     Yes    Yes        Yes     Yes 
APPLE     IA only         N/A              All but S/W       No          Yes      No    Yes        Yes     Yes 
AST       IM & IA         N/A                   All         Yes          Yes     Yes    Yes        Yes      No 
COMPAQ    IM & IA  Primary & Secondary          All     No(pilots only)  Yes     Yes    Yes        Yes     Yes 
DIGITAL   IA only         N/A               4344 only       Yes          Yes     Yes    Yes        Yes     Yes 
EPSON     IM & IA         N/A                   All         Yes          Yes     Yes    Yes        Yes     Yes 
HEWLETT   IA only  Primary and Dual Source      All          No          Yes     Yes    Yes        Yes     Yes 
PACKARD                
IBM       IM & IA  Primary and Secondary  All but S/W       Yes           No      No     No         No      No 
LEXMARK   IM & IA         N/A                   All         Yes           Yes     No    Yes         No      No 
NEC       IM & IA         N/A                   All         Yes           Yes     Yes   Yes        Yes     Yes 
TOSHIBA   IM & IA         N/A             All but disk      Yes           Yes     Yes   Yes        Yes     Yes 
 
Notes:  Toshiba, Epson, and DEC flooring billed directly to Ingram (we bill  
vendor); flooring companies bill all other vendors directly.  If the wrong  
flooring company is used, then the flooring company will bill the customer  
the 1.35% fees directly. 
 
Special HP Note:  Subsidized flooring only relates to HP dealers, not HP  
VAR's or direct accounts.  If a VAR places an order on his Ingram Alliance  
account on flooring, he will be billed the flooring fees from the flooring  
company. 
 
 
 
</TABLE> 

<PAGE> <PAGE>
 
<TABLE> 
<CAPTION> 
                                                                              EXHIBIT D 
                                                                              --------- 
 
                      CONFIGURATION SERVICES PRICING 
 
Service                                            **   Service                                   ** 
-------------------------------------------------------------------------------------------------------
<S>                <C>      <S>          <C>       <C>   <S>         <C> <S>                      <C> 
Base System Charge (charged to every unit;         **    DOS Windows 3.1 Single Software          ** 
covers handling through configuration process.)          Applications 
H/W                                                **    Software suits (MS Office)               ** 
Memory, NIC, I/O board, Modems,                          Windows 95, OS/2                         ** 
Sound  Blaster Cards, Video Cards,                       Windows NT (wkst)                        ** 
Floppy Drive, CD-ROM, Hand Drive                         Windows NT (server)                      ** 
Rack Mount                                         **    Network OS (Novell, Microsoft, LAN)      ** 
Attached Devices (Primers, Monitors, etc.)         **    Network Applications (ArcServer, etc.)   ** 
Burn-In   2 Hours                                  **    UNIX, SCO                                ** 
Burn-In: 24 Hours                                  **    Decompress - Win 3.X. Win95,             ** 
                                                         WinNT (Dual Bootable O/S) 
Burn-In: 48 Hours                                  **    
"Special" burn in, testing                         **  
------------------------------------------------------------------------------------------------------- 
*Single SKU order quantities in excess of 25 units quoted on request. 
 
 
Service                                                          ** 
-------------------------------------------------------------------------------------------------------- 
<S>                                                             <C> 
Image Download (Proprietary Software)                            ** 
Asset Tags                                                       ** 
Special Engineering Services*                                    ** 
(Image Development, Prototyping, Compatibility 
Testing, Future Development) 
Depopulation                                                     ** 
------------------------------------------------------------------------------------------------------- 
* Special Engineering Services required for Image Development (** fee per Image) 
 
 
 
Service                       **        **     Service                     **       ** 
------------------------------------------------------------------------------------------------------- 
<S>                           <C>       <C>    <S>                         <C>      <C> 
Base System Charge            **        **     Base System Charge          **       ** 
4Mb Memory                    **        **     2Mb Memory                  **       ** 
NIC                           **        **     PCMCIA - Fax/Modem          **       ** 
Sound Blaster Board           **        **     PCMCIA - Flash Mem          **       ** 
Modem/Fax Board               **        **     Install Microsoft Office    **       ** 
          Total:              **        **                       Total:    **       ** 
------------------------------------------------------------------------------------------------------- 
 
 
Service                       **        **     Service                      **      ** 
------------------------------------------------------------------------------------------------------- 
<S>                           <C>       <C>    <S>                          <C>     <C> 
Base System Charge            **        **     Base System Charge           **      ** 
Novell                        **        **     8Mb Memory                   **      ** 
32 Mb Memory                  **        **     NIC                          **      ** 
CD-ROM Drive                  **        **     Install Microsoft Office     **      ** 
NIC                           **        **     Windows NT (wkst )           **      ** 
Rack Mount                    **        **     100 Mb Image download *      **      ** 
    Total:                    **        **                    Total:        **      ** 
------------------------------------------------------------------------------------------------------- 
 
                          PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE 
                   CONTACT YOUR SALES REPRESENTATIVE FOR CURRENT PRICING 
 
                                                                                   FEBRUARY 1997 
 
</TABLE> 
 
 
** Confidential treatment has been requested for the deleted text, which  
   has been filed separately with the Securities and Exchange Commission.