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                                  EXHIBIT 10(m)

                                      HPCS
                          DIVISIONAL SERVICE AGREEMENT

                         HP/PINNACLE DATA SYSTEMS, INC.



                             AGREEMENT # 01-17-6261

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TABLE OF CONTENTS

<TABLE>
<S>   <C>
 1.0  Purpose
 2.0  Scope of Work
 3.0  Definitions
 4.0  Agreement
 5.0  Terms of Agreement and Terminations
 6.0  Time
 7.0  DELETED
 8.0  Cost Schedule
 9.0  Invoicing and Payment
10.0  Right to Audit
11.0  Record Keeping
12.0  Changes
13.0  Warranties
14.0  Insurance
15.0  Intellectual Property
16.0  Indemnification
17.0  Continuing Obligations
18.0  Documentation
19.0  Supervision
20.0  Back-up Personnel
21.0  Subcontractors
22.0  HP Property
23.0  HP Products
24.0  Limitation of Liability
25.0  Tooling and Equipment
26.0  Facility and Equipment
27.0  Performance
28.0  Program Process, Reporting. Metrics and Measures
29.0  Governing Law and Compliance
30.0  Assignment
31.0  Safety and the Environment
32.0  Background and Drug Screening
33.0  Relationship of the Parties
34.0  Taxes and Benefits
35.0  General Responsibilities
36.0  Materials Management
37.0  Design, Material and Process Change
38.0  Pricing and Cost
39.0  Notices
40.0  Business Continuity Plan
41.0  Force Majeure
42.0  No Waiver
43.0  Severability
44.0  Modification and Amendment
45.0  Exhibits and Appendices attached
</TABLE>

             Exhibit A             Expenditure Proposal
             Exhibit B             Contractor Security Requirements
             Exhibit C             Equipment Loan Agreement
             Exhibit D             Performance Evaluation (TQRDCE)
             Exhibit E             Packaging Standards
             Exhibit F             HP Holiday Schedule
             Exhibit G             Pinnacle Holiday Schedule
             Exhibit H             Pinnacle Business Continuity Plan
             Exhibit I             Electrostatic Discharge Control Standard

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                                Program Agreement
                          Hp Commercial Support (Hpcs)
                           Contract Number 01-17-6261

This Divisional Service Agreement is entered into by and between Hewlett-Packard
Company, a Delaware corporation, its divisions, sub-divisions, affiliates and
subsidiaries (hereinafter referred to as "HP"), and Pinnacle Data Systems, Inc.,
an Ohio corporation (hereinafter referred to as "Contractor").

1.0  PURPOSE

     1.1.   Purpose: This Agreement specifies the terms and conditions under
            -------
            which Contractor will provide to HP, Program Services as set forth
            in each Appendix attached here to, and develop written processes
            therefore with respect to products as designated by HP. The terms
            and conditions herein constitute the Divisional Service Agreement
            for all Program Services provided by Contractor to HP.

     1.2.   Relationship between the Divisional Agreement and Appendices: This
            ------------------------------------------------------------
            Agreement is the Divisional Service Agreement ("DSA") that sets
            forth the terms and conditions of the overall agreement between HP
            and Contractor. Contractor will provide PROGRAM Services for HP
            pursuant to the terms set forth in the attached Appendices. This
            Agreement is incorporated into each Appendix so that this Agreement
            and each Appendix form a separate and divisible contract for the
            applicable Program.

     1.3.   Unless otherwise agreed upon in writing by the parties in an
            Appendix that specifically cites the Articles in this Agreement that
            will be modified or changed, to the extent there are any
            inconsistencies between the terms of an Appendix and the terms of
            this Agreement, the terms specified in this Agreement will control
            and take precedence.  If an Appendix is terminated, this Agreement
            and/or any other Appendices will not be affected.

     1.4    The provisions of this Agreement and the attached Appendices take
            precedence over HP's or Contractor's additional or different terms
            and conditions, to which notice of objection is hereby given. No
            change or modification of any of the terms or conditions herein
            shall be valid or binding on either party unless in writing and
            signed by an authorized representative of each party.

     1.5    In the event of any conflict between the provisions of this
            Agreement and any release or Appendix, the order of precedence is as
            follows:

            a)   This Agreement;
            b)   The Appendix to this Agreement;
            c)   Any instructions on the front of HP's written or electronic
                 release;
            d)   The preprinted provisions on either parties written release.

            In consideration of the above and the mutual promises contained
            herein, HP and Contractor agree as follows:

2.0  SCOPE OF WORK

     2.1    This Agreement covers Program Services and processes for HP Products
            to the specifications supplied to Contractor by HP. The
            processes/work may take place on and within HP property or in a
            CONTRACTOR leased or owned facility. Program Services covered under
            this Agreement shall include, but not be limited, to the following:

                 1.   Warehousing of Hewlett-Packard goods
                 2.   Supply Chain Management

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                 3.   Kitting and Parts Assembly
                 4.   Inventory Management
                 5.   Packaging
                 6.   Planning and Procurement
                 7.   Testing

        2.2    It is clearly understood and acknowledged by Contractor that the
               list stated in 2.1 is not meant to be all inclusive; instead, it
               is intended to serve as a general outline, supplemented by the
               Appendices, attached hereto and incorporated herein.

        2.3    Changes in the pricing or processes associated with Contractor's
               process location shall be reviewed and agreed to
               by both parties in writing prior to their implementation. While
               in an HP owned or leased facility, or while in a Contractor
               owned or leased facility and using HP owned or leased equipment,
               systems, or processes, Contractor shall notify the appropriate
               HP division and the HP Account Manager in writing sixty (60)
               days prior to its intent to provide services using said HP
               Facility or HP owned or leased equipment, systems or processes
               to other HP entities or companies other than HP. HP will
               promptly review any such notice, and Contractor shall not
               provide any such services unless and until HP approves
               Contractor's request in writing.

        2.4    In the event that HP may, from time to time, make changes or
               modifications to any scope of work or Appendix, Contractor hereby
               agrees to make any and all changes, furnish the materials and
               perform all such work that HP may require, without nullifying
               this Agreement, at a reasonable addition to, or reduction from,
               the Agreement Cost stated herein. Contractor shall adhere
               strictly to the performance metrics and processes unless both
               parties mutually agree upon a change.

3.0  DEFINITIONS

        3.1    "BFT(s)" means a Business Fundamental Table (metrics) used as
               measurements of how CONTRACTOR is performing in defined areas per
               each Appendix.

        3.2    "Capital Expenditure" means an investment in a tangible asset in
               excess of five thousand dollars ($5,000.00).

        3.3    "Contractor Developments" means any Intellectual Property Rights
               developed solely by Contractor under this Agreement and not "Paid
               for by HP".

        3.4    "Cost(s)" means the actual cost(s), including any related
               rebates, discounts or leveraged volumes, paid or incurred by
               CONTRACTOR prior to any mark up or margin by CONTRACTOR.

        3.5    "Days" means calendar days (unless otherwise stated).

        3.6    "Epidemic  Failure" means any failure that is over twice the
               average monthly rate,  based on the previous 3 month average, of
               Dead On Arrival and Time To Failure rates for that item.

        3.7    "Equipment" means manufacturing tooling fixtures and the like
               used to perform work under this Agreement, including but not
               limited to: equipment, test equipment and fixtures, inspection
               equipment and fixtures, storage equipment and fixtures used to
               repair, move, and store inventory.

        3.8    "Contractor Inventory" means units, sub-assemblies, and parts
               purchased by Contractor that are physically located within any
               location that Contractor uses to perform the work under this
               Agreement and will be systematically tracked by Contractor as
               Contractor owned inventory.

        3.9    "HP" means Hewlett-Packard Company, its divisions, subsidiaries,
               worldwide affiliates and any controlled entity.

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        3.10   "HP Property" means real property, equipment, materials and
               information, including Tools that are provided to Contractor by
               HP or on HP's behalf, or separately paid for by HP for use by
               Contractor in connection with its performance of Program
               Services.

        3.11   "HP Processes" means processes developed by HP and made available
               to HP suppliers and service contractors as part of the Program.
               Such processes include, but are not limited to, production
               processes, inventory reconciliation processes, data management
               processes, information access processes, financial reporting
               processes and metrics reporting. These processes are at all
               times owned by HP and any changes to such processes, must be
               approved by HP.

        3.12   "HP Inventory" means units, sub-assemblies, and parts either
               purchased by Contractor and paid for by HP or provided to
               Contractor by HP that are physically located within any location
               that Contractor uses to perform the work under this Agreement
               and will be systematically tracked by Contractor as HP owned
               inventory.

        3.13   "HP Products" means any part, sub-assembly, or unit that HP
               either manufactures, markets, or distributes.

        3.14   "HP or HP Authorized vendor" means (i) HP (ii) third parties
               selected, approved and qualified by HP in writing; and (iii)
               with HP's prior written approval, third parties selected by
               Contractor.

        3.15   "Intellectual Property Rights" means all rights in and to
               inventions (which are potentially patentable subject matter
               within the meaning of 35 U.S.C. 101), patents, patent
               applications, utility models, copyrights, author's rights, moral
               rights, trade secrets, mask works, names and marks used in
               trade, and all rights of a similar nature.

        3.16   "Itemized Cost Statement" means a non-audited statement of
               itemized costs incurred by Contractor during a billing period.

        3.17   "Labor  Fees" means the  mutually  agreed  dollar  amount that
               CONTRACTOR  will charge HP for each labor hour worked on HP
               products.

        3.18   "Part" means a component of a unit or sub-assembly.

        3.19   "Pre-Existing Intellectual Property" means any trade secret,
               invention, work of authorship, mask work, process design or
               protectable design that has already been conceived or developed
               by anyone other than HP before Contractor renders any Program
               Services.

        3.20   "Pre-Existing Intellectual Property Rights" means Intellectual
               Property Rights of a party in the Preexisting Intellectual
               Property defined in 3.20.

        3.21   "Program" means the Program Services provided by Contractor
               pursuant to the terms and conditions of an Appendix.

        3.22   "Standard Unit Cost" means the inventory cost for HP Product as
               set forth in HP's accounting system.

        3.23   "Sub-Assembly" means a module or replaceable part of a unit.

        3.24   "Tools" means any tooling, dies, jigs or fixtures or other
               property either built or acquired by Contractor in connection
               with its performance of Program Services.

        3.25   "Unit" means a shipping level part number.

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4.0  AGREEMENT.

        4.1    This Divisional Services Agreement (hereinafter "Agreement")
               outlines the arrangement between Contractor and HP. HP desires
               to engage Contractor as a service provider to perform certain
               assembly, repair and refurbishment services, warehouse
               management services and special projects to HP and all
               designated distribution centers.

        4.2    Each provision of the Agreement and its Appendices shall be
               valid and enforceable to the fullest extent permitted by law. If
               any provision of this Agreement or the application of such
               provision, to any extent, is found to be invalid or
               unenforceable, the remainder of this Agreement or the
               application of such provisions shall remain in full force and
               effect without impairment or invalidation.

        4.3    This Agreement shall replace and supersede any and all other
               previous Agreements, expressed and/or implied to the extent that
               they are inconsistent with this Agreement. All such
               aforementioned documents and instruments including all
               Appendices and Exhibits attached shall form the Agreement.

        4.4    Contractor certifies and agrees that it is fully familiar with
               all of the terms, conditions and obligations of all the work
               that is required and specified in this Agreement, the location
               of the job site, and the conditions under which the work is to
               be performed, and that Contractor enters into this Agreement
               based upon such knowledge and previous experience with HP.

        4.5    Independent Contractor Status. The express intention of the
               -----------------------------
               parties is that Contractor is an independent contractor and not
               an employee, agent, joint venturer or partner of HP. Nothing in
               this Agreement shall be interpreted or construed as creating or
               establishing the relationship of employee and employer between
               Contractor or any of its employees, agents and/or subcontractors
               and HP or of HP's subsidiaries, divisions or departments. Both
               parties acknowledge Contractor is not an employee for state or
               federal tax purposes. Contractor declares that it is in
               compliance with all federal, state and local business permits
               and licensing requirements necessary to perform the duties
               described in this Agreement. Contractor also declares that it is
               in compliance with all necessary federal, state and local
               employment tax requirements and that Contractor shall file all
               necessary tax returns and pay all of the necessary employment
               taxes. HP shall not assist Contractor with any federal or state
               income tax withholdings, or make any tax contributions on behalf
               of Contractor, nor shall HP pay for or reimburse Contractor for
               any profit-sharing programs, any health or group insurance
               programs, or any worker's compensation insurance or for any
               other benefit of employment.

        4.6    HP, at its sole and absolute discretion, reserves the right
               to modify, alter, reduce or remove  any scope of work or
               business activity without Contractor's prior consent.

5.0  TERMS OF AGREEMENT AND TERMINATION.

        5.1    Term.

               This Agreement shall become effective from September 01, 2001
               (the "Effective Date") and shall automatically terminate without
               notice at midnight on August 31, 2004 (the "Expiration Date")
               with the option to extend this Agreement for a subsequent
               additional one-year period, provided that both parties mutually
               agree in writing at least sixty 60 days prior to the expiration
               of the then-current term.

        5.2    Termination:

             5.2.1  Notwithstanding the provisions of Article 5.1 above, this
                    Agreement shall terminate immediately and automatically upon
                    either: (i) the expiration of the Term; (ii) Assignment or
                    transfer by Contractor; (iii) Contractor's default and/or
                    breach of any portion of this Agreement.

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             5.2.2   HP may terminate this Agreement with ninety (90) days
                     written notice to Contractor at anytime, with or without
                     cause.

             5.2.3   In addition to the above, this Agreement may be terminated
                     immediately and automatically by HP, at HP's sole and
                     absolute discretion, if any of the following events occur:

                   5.2.3.1   Contractor makes any materially false or
                             misleading statement or representation which
                             induces HP to enter into this Agreement, or which
                             is relevant to the relationship between the
                             parties hereto; or,

                   5.2.3.2   Contractor becomes insolvent or commits an act of
                             bankruptcy or takes advantage of any law for the
                             benefit of debtors or Contractor's creditors, or
                             if a receiver is appointed for Contractor; or,

                   5.2.3.3   Contractor engages in fraud or criminal misconduct
                             or is convicted of a felony or of a misdemeanor
                             involving fraud, or commercial dishonesty,
                             whether or not the crime arose from Contractor's
                             relationship with HP or not; or,

                   5.2.3.4   Contractor intentionally and/or deliberately
                             invoices, bills or charges HP for any services,
                             cost, or expense(s) or invoices, bills or
                             requests payment for any other reimbursements not
                             contracted for or covered in this Agreement; or,

                   5.2.3.5   For any of the reasons set forth in any applicable
                             statute, law, regulation or judicial decision.

        5.3    If this Agreement or any Appendix is terminated, then HP has the
               right, but not the obligation:

             5.3.1   To assume for the remainder of the term of the Appendix,
                     subject to the landlord's approval, and without being
                     assessed any fees or penalties, each facility lease entered
                     into by Contractor for any terminated Program or applicable
                     portion thereof.

             5.3.2   To purchase from Contractor or assume Contractor's lease
                     of any capital equipment that is an integral part of or
                     was exclusively purchased or leased by Contractor for the
                     Program. The purchase price of such equipment will be an
                     amount equal to its unamortized cost, using the
                     depreciation period specified in the applicable Program
                     Contract, plus applicable sales and transfer taxes.

        5.4    Termination of this Agreement by either party for any reason
               shall not relieve the parties of any obligation theretofore
               accrued under this Agreement. In the event that this Agreement
               is terminated, regardless of the cause or reason, Contractor's
               services during the time of notice of such Termination until
               the last day of its services shall not be diminished in any way
               and Contractor shall continue to provide first class service.

        5.5    Default by Contractor. In the event Contractor, at any time,
               refuses or neglects to supply a sufficient number of properly
               skilled employees or a sufficient quantity of materials of
               proper quality, or files any kind of arrangement proceeding
               with any governmental agency or court, or makes an assignment
               for benefit of creditors without HP's consent, or fails in any
               respect to properly and diligently prosecute the work covered
               by this Agreement, or otherwise fails to perform fully any
               portion or all of the appendices or conditions precedent herein
               contained, HP may at its option, after the lapse of fourteen
               (14) days from the giving of a written deficiency notice to
               Contractor (during which time Contractor shall have the right
               to cure said default as more specifically set forth in section
               5.7), terminate Contractor's right to proceed with the work. If
               HP so terminates Contractor's right to proceed with the work,
               Contractor shall immediately cease performing Program Services,
               and HP shall withhold any outstanding payments owed to
               Contractor at the time of such termination. HP will then
               promptly begin working to find an alternative provider to
               perform the Program Services performed by Contractor, and
               Contractor shall be responsible for all incremental labor costs
               and expenses associated with procuring an alternative provider.
               However, in no event shall Contractor be responsible for any
               incremental labor costs or expenses incurred more than 180 days
               after the

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               date HP terminates Contractor's right to proceed with the work.
               All incremental labor costs and expenses shall be deducted from
               any outstanding balance owed by HP to Contractor at the time of
               termination. If the costs and expenses incurred by HP exceed the
               outstanding balance owed by HP at the time of termination, then
               Contractor shall reimburse HP for the difference within fifteen
               (15) days after receiving a final bill from HP.

        5.6    The remedies referred in section 5.5 shall not be exclusive, and
               the provisions herein do not in any way limit HP's entitlement
               to any other remedy, legal or equitable.

        5.7    If at anytime Contractor shall fail to remedy any default under
               this Agreement within fourteen (14) days after receipt of
               written notice of any such default with respect to any of the
               provisions, terms or conditions of this Agreement, then in the
               event the default cannot reasonably be cured within said
               fourteen (14) day period, Contractor shall not be in default
               under this Agreement if Contractor commences to cure the
               default within the fourteen (14) day period and diligently and
               in good faith continues to cure the default.

        5.8    Upon the occurrence of any default by CONTRACTOR not cured within
               the applicable period provided for in sections 5.5 and 5.7
               above, in addition to any or all other rights or remedies of HP
               provided by law, HP shall have the right, at HP's sole option,
               to declare this Agreement terminated as more specifically set
               forth in section 5.5 above.

        5.9    Rights and Duties Upon Termination. Upon termination of this
               Agreement, for any reason, Contractor agrees to surrender any
               and all property, equipment and inventory on the date specified
               in the notice of termination and to immediately discontinue all
               functions and services. HP shall have the absolute right,
               immediately upon termination, to take possession of all
               property, equipment and inventory. Contractor shall return all
               proprietary information, documentation, trademark or other such
               property to HP.

6.0  TIME

        6.1    Time and production are the essence of this Agreement and
               Contractor shall use its best efforts to complete any or all of
               its duties in the timeliest manner possible. Should Contractor
               be delayed in the prosecution or completion of the work by the
               act, neglect or default of HP, or should Contractor be delayed
               waiting for materials, if required by this Agreement to be
               furnished by HP, or by damage caused by fire or other casualty
               for which Contractor is not responsible, or in the event of a
               lockout by HP, then the time herein fixed for the completion of
               work shall be extended the number of days that Contractor has
               thus been delayed, but no allowance or extension shall be made
               unless a formal request is presented in writing to HP within
               forty-eight (48) hours of the commencement of such delay, and
               under no circumstances, excepting circumstances outside the
               control of Contractor, which in the judgment of HP, could have
               reasonably resulted in such delay, shall the time for
               completion be extended to a date which will prevent HP from
               completing the work within the time HP allows for such
               completion.

7.0  DELETED

8.0  COST SCHEDULE

        8.1    Because of expected changes in costs due to cost improvements,
               business needs, inflationary measures, etc., the cost schedule
               will be documented as an Appendix, which may be amended from
               time to time, whereby any changes will not impact the content
               of this Agreement.

9.0  INVOICING AND PAYMENTS

        9.1    Terms of Payment:

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               Contractor will prepare and submit its invoices to HP in
               accordance with the terms set forth in the applicable Appendix.
               HP will pay Contractor invoices that are prepared as specified in
               the applicable Appendix within forty-five (45) calendar days of
               receipt.

        9.2    Billing:

                9.2.1   For each Program, Contractor will invoice all services
                        at the end of each 30-day billing period for services
                        provided during that period. One copy will be delivered
                        to the appropriate Program Manager and one copy to the
                        appropriate HP Finance Service Center. The Itemized Cost
                        Statement will be in a form agreed to by the appropriate
                        Program Manager and the Contractor Program Manager and
                        as set forth in the applicable Appendix.

                9.2.2   HP will have the right, upon request, to audit invoices
                        to ensure compliance with the Program. Audits are
                        limited to services (hours, units processed, inventory,
                        space, etc.) and actual cost data for non-reoccurring
                        expense.

                9.2.3   Contractor will prepare Itemized Cost Statements in
                        accordance with Generally Accepted Accounting Principles
                        (GAAP). Within sixty (60) days following the end of each
                        HP fiscal year during the term of this Agreement, the
                        designated representative of the Contractor will certify
                        to HP that the Itemized Cost Statements submitted to HP
                        during that fiscal year have been prepared in accordance
                        with GAAP and accurately and fairly represents the costs
                        associated with the Program Services provided. At HP's
                        request, HP may audit Contractor's adherence to GAAP.

                9.2.4   Any billings for charges incurred outside of the current
                        invoice cycle must be accompanied by a written statement
                        of explanation supporting their applicability and are
                        subject to HP's approval.

        9.3    Cost and Expenses:

                9.3.1   Capital Expenditures:

                      9.3.1.1  Without HP's prior written authorization,
                               Contractor will not incur any individual capital
                               expenditure with respect to which HP will be
                               invoiced for any costs, either as an amortization
                               or depreciation expense, if HP will be carrying
                               the termination risk.

                      9.3.1.2  If Contractor deems it reasonable and necessary
                               to incur a capital expenditure requiring
                               written authorization, Contractor will complete
                               and submit to HP an Expenditure Proposal (EP)
                               in the form set forth in Exhibit A.

                9.3.2   Excluded Costs: Costs reimbursable by or allocated to HP
                        will exclude any and all fines and penalties with
                        respect to violations of any statute, ordinance,
                        regulation, rule, order, judgment or decree (including
                        settlement thereof) by Contractor or its
                        subcontractors, all of which will be the sole
                        responsibility of Contractor.

                9.3.3   Expense and Cost Containment: Contractor will use its
                        best efforts to implement procedures to reduce or
                        contain its expenses and costs without adversely
                        affecting the performance of the Program Services. At
                        HP's request, Contractor will provide HP information
                        about and access to records and operations to allow HP
                        to ensure compliance with this obligation. Access to
                        Contractors actual cost records is limited to
                        non-reoccurrence ("direct bill") items. HP will
                        measure Contractor's compliance with this obligation
                        in accordance with the terms set for in the applicable
                        Appendix.

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        9.4    Rates and Charges:

                9.4.1   General: HP will pay Contractor for the Program Services
                        provided pursuant to this Agreement at the rates and
                        subject to the terms and conditions set forth in the
                        applicable Appendices.

                9.4.2   Additional Services: Services requested by HP, in
                        addition to those identified in the Appendices, will be
                        negotiated separately, and are subject to mutual
                        agreement on terms and conditions applicable to such
                        requirements. Any additional services will result in a
                        reissue/amendment of all affected Appendices prior to
                        performance of the additional services.

                9.4.3   Rate Increases and Decreases:

                      9.4.3.1     All rates and  charges set forth in an
                                  Appendix will be effective for a period of
                                  not less than one (1) year from the
                                  effective date.  These rates will reflect
                                  prevailing business conditions (activity and
                                  product volumes and processes).  After the
                                  expiration of the initial one-year period,
                                  if the business conditions have changed in a
                                  manner that alters the costs used to
                                  determine the initial rates, HP will
                                  consider changes to rates, provided
                                  Contractor submits a written request to
                                  change the rates no less than 60 days prior
                                  to the expiration of the initial one-year
                                  period.  After the expiration of the initial
                                  one-year period, Contractor and HP will meet
                                  quarterly to review the business conditions
                                  and rates.

                      9.4.3.2     Any rate or charge increase must be agreed to
                                  in writing by HP's and Contractor's
                                  respective Program Managers before it becomes
                                  effective. The format for communicating this
                                  change shall be outlined in the applicable
                                  Appendix.

10.0  RIGHT TO AUDIT.

        10.1  HP has the right, but not the obligation, to inspect at any time
              during business hours, and with or without prior notice to
              Contractor, any Contractor facility at which Program Services are
              performed; all processes, operations, and records associated with
              Contractor's performance of Program Services; and all HP Products
              under the possession or control of Contractor.

        10.2  HP's inspection may be for any reason directly related to this
              Agreement or any Appendix, including ensuring Contractor's
              compliance with the requirements of this Agreement or the
              applicable Appendix.

        10.3  HP's right of inspection, with coordinating efforts with the
              Contractor, will also apply to any vendor or subcontractor of
              Contractor. Contractor will inform such vendors or subcontractors
              of HP's right to inspect and, if necessary, use all reasonable
              effort to secure such rights for HP.

        10.4  Any inspection by HP will be solely for HP's benefit and not for
              the benefit of any other party, including Contractor or any of its
              vendors or subcontractors. Notwithstanding the foregoing, upon
              request, HP will provide Contractor a copy of all audit or
              inspection results.

        10.5  HP shall have the right at anytime and upon request, to audit any
              Itemized Cost Statements, invoice or bills provided by Contractor
              and to audit Contractor's use of the HP Processes to ensure
              compliance with the Program. In the event that the results of such
              audit reveal an inconsistency or are in contradiction to any
              invoices forwarded to and/or paid by HP, or are not covered by or
              are out of scope of this Agreement, then HP shall have the right
              to correct

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              such inconsistencies or request a cash refund, adjust
              CONTRACTOR's affected invoices, or withhold any future payment
              until such inconsistent balances are corrected.

11.0  RECORD KEEPING

        11.1 Contractor will keep and maintain records and reports of business
             measures for the Program. Upon request, HP will have the option to
             audit one-week period statements and to audit period statements in
             accordance with generally accepted principles and practices.

        11.2 Contractor will provide record retention of all forms, reports and
             other paperwork as required by HP's Corporate Audit Guidelines.
             Copies of the relevant portion of HP's Corporate Audit Guidelines
             are attached as exhibits to the Appendices as deemed applicable by
             HP.

        11.3 Licenses: Contractor at its sole cost and expense, will procure and
             ---------
             maintain any and all licenses, permits, and authorizations required
             by applicable laws or regulations for the performance of this
             Agreement except for those licenses and fees that by law or
             regulation must be the sole responsibility of HP due to the nature
             of the products or processes being supported by Contractor for HP.
             HP agrees to pay for licenses and fees, which are or become its
             sole responsibility.

12.0  CHANGES

        12.1 HP may change, modify, alter, reduce or remove any portion of any
             scope of work or business activity at any time in any project at
             any time. In the event of any such change, the price shall be
             adjusted accordingly. Any such change shall be requested and
             documented by Contractor's Approval Process before the change is
             performed.

        12.2 Except as provided in Section 12.1 (Changes) above, any claim by
             Contractor for additional compensation arising out of this
             Agreement must be made in writing within ten days after the
             commencement of the event, giving rise to the claim. Otherwise, any
             such claim shall be deemed waived by CONTRACTOR, notwithstanding
             actual notice thereof on the part of HP.

13.0  WARRANTIES

        13.1 With respect to the goods and Program Services provided by
             Contractor pursuant to this Agreement, Contractor hereby warrants
             as follows:

            13.1.1  All goods and Programs Services shall conform in all
                    material respects to the design criteria, specifications,
                    descriptions, drawings, samples, and other requirements that
                    are set forth in this Agreement, applicable Appendix, or
                    otherwise agreed to by the parties for a period of 180 days;

            13.1.2  Any rework that must be done within the 180 day period will
                    be done at the expense of the Contractor;

            13.1.3  All goods and Program Services shall be free from material
                    defects in design, material, and workmanship;

            13.1.4  All goods and Program Services shall be free of all liens,
                    encumbrances, and other claims against title;

            13.1.5  All goods and Program Services shall be manufactured,
                    processed, and assembled, as applicable, by Contractor under
                    Contractor's direction;

        13.2 DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE
             ----------
             ATTACHED APPENDICES, CONTRACTOR MAKES NO OTHER WARRANTIES, EITHER
             EXPRESS OR IMPLIED, REGARDING ANY HP PRODUCTS AND SERVICES, OR
             REGARDING THEIR MERCHANTABILITY OR THEIR FITNESS FOR ANY PARTICULAR
             PURPOSE.

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14.0  INSURANCE

        14.1 Coverage: During the term and at all times that CONTRACTOR performs
             services for HP, CONTRACTOR shall maintain in full force and effect
             the following minimum insurance coverages.

            14.1.1  Workers' Compensation and Employer's Liability Insurance
                    Workers' Compensation insurance shall be provided as
                    required by law or regulation.

                    Employer's Liability insurance shall be provided in amounts
                    not less than $1,000,000 per accident for bodily injury by
                    accident, $1,000,000 policy limit by disease, and
                    $1,000,000 per employee for bodily injury by disease.

                    If employees or subcontractors of CONTRACTOR are exposed to
                    injury which may fall under the U.S. Longshoremen and
                    Harbor Workers' Compensation Act, the Jones Act, or under
                    laws, regulations, or statutes to maritime or railroad
                    employees, then coverage will be included for such injuries
                    or claims.

           14.1.2   General Liability Insurance: CONTRACTOR shall carry either
                    comprehensive general liability insurance or commercial
                    general Liability insurance with limits of liability and
                    coverage as indicated below:
                    (A)   Premises, operations, and equipment;
                    (B)   Products and completed operations;
                    (C)   Contractual Liability;
                    (D)   Bodily injury Liability;
                    (E)   Personal injury Liability.

               14.1.2.1   Comprehensive general liability policy limits shall
                          be not less than combined single limits of $1,000,000
                          per occurrence and general aggregate of $2,000,000.
               14.1.2.2   Commercial general liability (occurrence) policy
                          limits shall not be less than $1,000,000 per
                          occurrence (combined single limit for bodily injury
                          and property damage), $1,000,000 for personal injury
                          liability, $1,000,000 aggregate for products and
                          completed operations, and $2,000,000 general
                          aggregate.
               14.1.2.3   Except with respect to products and completed
                          operations coverage, the aggregate limits shall apply
                          separately to CONTRACTOR's services under this
                          Agreement.

               14.1.2.4   If "claims made" policies are provided, CONTRACTOR
                          shall maintain such policies without endangering
                          aggregate limits at the above stated minimums, for at
                          least five years after the expiration of the term.
               14.1.2.5   Such policies shall name HP, its officers, directors
                          and employees as Additional Insureds and shall
                          stipulate that the insurance offered Additional
                          Insureds shall apply as primary insurance and that no
                          other insurance carried by any of them shall be
                          called upon to contribute to a loss covered
                          thereunder. Such policies shall not be construed to
                          imply that CONTRACTOR offers insurance to or on
                          behalf of HP employees.

           14.1.3   Automobile Liability Insurance: CONTRACTOR shall carry
                    bodily injury, property damage, and automobile contractual
                    liability coverage for owned, hired, and non-owned autos
                    with a combined single limit of liability for each accident
                    of not less than $1,000,000.

           14.1.4   Fidelity / Crime Bond: CONTRACTOR will be covered by
                    Fidelity Insurance or Commercial Crime Bond as respects
                    CONTRACTOR's agents, employees, and subcontractors
                    performing under this Agreement with blanket limits of at
                    least $100,000 per occurrence.

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           14.1.5   Property / Warehouse Liability: CONTRACTOR will carry
                    Property or Warehouse Liability insurance in amounts
                    adequate to cover risks of damage or loss to HP Property in
                    its care, custody and control, as assumed under the terms of
                    this Agreement. Any such insurance will name HP as Loss
                    Payee.

        14.2  Certificate of Insurance: Certificates of Insurance evidencing the
              required coverage and limits shall be furnished to HP before any
              services are commenced hereunder and shall provide that there will
              be no cancellation or reduction of coverage without thirty (30)
              days prior written notice to HP. A company authorized to do
              business in the State where the services are rendered shall write
              all insurance policies. CONTRACTOR shall furnish copies of any
              endorsements subsequently issued, which amend coverage or limits.

15.0  INTELLECTUAL PROPERTY

        15.1  Confidential Information: Neither Contractor nor Contractor's
              employees, agents, or subcontractors shall use or disclose to any
              person or entity any Confidential Information of HP (whether in
              written, oral, electronic, or other form) which is obtained from
              HP or otherwise prepared or discovered either in the performance
              of this Agreement, through access to HP's Information
              Assets/Systems, or while on HP premises. As used herein, the term
              "Confidential Information" shall include, without limitation, all
              Work Product, all information designated by HP as confidential,
              all information or data concerning or related to HP's products
              (including the discovery, invention, research, improvement,
              development, manufacture, or sale thereof), processes, or general
              business operations (including sales costs, profits, pricing
              methods, organization and employee lists), and any information
              obtained through access to any Information Assets/Systems
              (including computers, websites, networks, voicemail, etc.) which,
              if not otherwise described above, is of such a nature that a
              reasonable person would believe it to be confidential or
              proprietary. For avoidance of doubt, all order-specific data
              (including dates, product data, shipment data, etc) relating to HP
              Products, HP Property or HP Processes shall be automatically
              deemed HP's Confidential Information. For purposes of this
              Agreement, Information Assets/Systems shall include, but are not
              limited to, computers, voice and data networks, databases, records
              systems, voicemail, security systems, tokens, logon scripts,
              passwords, and such other hardware, software, firmware, or other
              device as may be used to access such systems/assets. These
              restrictions on using, publishing, or revealing Confidential
              Information continue perpetually unless HP agrees otherwise in
              writing or unless the Confidential Information becomes public.

        15.2  Exclusions: The foregoing confidentiality obligations will not
              apply to Confidential Information that (a) is already known to
              Contractor prior to disclosure by HP; (b) is or becomes a matter
              of public knowledge through no fault of Contractor; (c) is
              rightfully received from a third party by Contractor without a
              duty of confidentiality; (d) is independently developed by
              Contractor; (e) is disclosed under operation of law; or (f) is
              disclosed by Contractor with the prior written approval of HP.

        15.3  Work Product. "Work Product" means models, devices, reports,
              computer programs, tooling, schematics and other diagrams,
              instructional materials, and anything else the Contractor produces
              in connection with this Agreement or any Statement of Work and
              paid for by HP. All Work Product will belong to HP. HP shall have
              the sole right to use, sell, license, publish or otherwise
              disseminate or transfer rights of such Work Product. As long as
              this Agreement is in effect Contractor will have the right to use
              said Work Product in its performance of this Agreement. Contractor
              will deliver all Work Product to HP upon the earlier of completion
              of Services or HP's request.

        15.4  Contractor will promptly disclose to HP any inventions made in
              connection with this Agreement and paid for by HP. HP will own all
              intellectual property rights in such inventions. Contractor will
              sign any necessary documents and will otherwise assist HP, at HP's
              expense, in obtaining patent registrations and otherwise
              protecting such inventions in any country.

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<PAGE>

        15.5      Works of Authorship. Contractor will promptly disclose to HP
                  any works of authorship created in connection with this
                  Agreement and paid for by HP. Contractor hereby assigns to
                  HP all copyrights in such works. To the extent permitted by
                  law, Contractor waives any moral rights, such as the right
                  to be named as author, the right to modify, the right to
                  prevent mutilation and the right to prevent commercial
                  exploitation, whether arising under the Berne Convention or
                  otherwise. Contractor will sign any necessary documents and
                  will otherwise assist HP, at HP's expense, in registering
                  HP's copyrights and otherwise protecting HP's rights in such
                  works in any country.

        15.6      Access to Information Assets/Systems: Access, if any, is
                  granted solely to facilitate the business relationship
                  described in the Agreement, and is limited to those specific
                  Assets/Systems, time periods and personnel designated by
                  Contractor as are separately agreed to by HP and Contractor
                  from time to time. Access is subject to business control and
                  information protection policies, standards, and guidelines
                  as may be provided by HP. Use of any other Assets/Systems is
                  expressly prohibited. This prohibition applies even when an
                  Asset/System which Contractor is authorized to access serves
                  as a gateway to other Assets/Systems outside the scope of
                  Contractor's authorization. Use of Assets/Systems during
                  other time periods or by individuals not authorized by HP is
                  expressly prohibited. Without limiting the foregoing,
                  Contractor warrants that it has adequate security measures
                  in place to comply with the above obligations and to insure
                  that access granted hereunder will not impair the integrity
                  and availability of HP information asset/systems. Upon
                  reasonable notice, HP may audit Contractor to verify
                  Contractor's compliance with these obligations. Unless prior
                  written approval is provided to Contractor by the providing
                  HP entity, Contractor can only use any information
                  assets/systems, hardware, or software, either supplied by HP
                  or funded by HP, for the HP entity that provided or funded
                  that information Assets/Systems, hardware, or software.

        15.7      Security of Information: Without limiting the foregoing, each
                  party agrees to maintain security measures to comply with
                  the above obligations and to ensure that access granted will
                  not impair the integrity and availability of the others
                  party's Systems. Upon reasonable notice, HP may audit
                  Contractor to verify Contractor's compliance with these
                  obligations.

        15.8      Pre-Existing Intellectual Property: Contractor will not use
                  any Pre-Existing Intellectual Property including, but not
                  limited to, any trade secret, invention, work of authorship,
                  mask work or protectable design that has already been
                  conceived or developed by anyone other than HP before
                  Contractor renders any services under this Agreement, unless
                  Contractor has the right to use it for HP's benefit. If
                  Contractor is not the owner of such Pre-Existing
                  Intellectual Property, Contractor will obtain from the owner
                  any rights necessary to enable Contractor to comply with
                  this Agreement. If Contractor uses any Pre-Existing
                  Intellectual Property in connection with this Agreement, and
                  HP requires rights to that Pre-Existing Intellectual
                  Property to utilize the services, Contractor hereby grants
                  to HP a non-exclusive, royalty-free, worldwide, perpetual
                  license to make, have made, sell, use, reproduce, modify,
                  adapt, display, distribute, make other versions of and
                  disclose the property and to sublicense others to do these
                  things. Contractor will give HP notice immediately if at any
                  time the Contractor knows or reasonably should know of any
                  third party claim to any intellectual property provided by
                  Contractor pursuant to this Agreement.

        15.9      Intellectual Property Infringement Warranty. Contractor hereby
                  represents and warrants that all goods and Program Services
                  furnished by Contractor and/or its subcontractors under this
                  Agreement will not violate or infringe any third party
                  intellectual property rights and Contractor further warrants
                  that it is not aware of any facts upon which such claim could
                  be made.  If Contractor learns of any claim or any facts upon
                  which a claim could be made, it will promptly notify HP of
                  this information.

        15.10     Additional Obligations. Contractor warrants that each
                  employee, agent, or subcontractor who performs services or
                  other work in connection with this Agreement has been
                  informed of the obligations contained herein and has agreed
                  to be bound by them.  If Contractor engages any third party
                  in furtherance of its duties under this Agreement,
                  Contractor shall cause such

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<PAGE>

                  third party to execute a written agreement binding such third
                  party under all provisions of this Section 15, as if such
                  party were Contractor.

16.0  INDEMNIFICATION

        16.1      General Indemnity.

                16.1.1   Contractor shall defend, indemnify and hold harmless
                         the HP from and against any and all claims, losses,
                         demands, attorney fees, damages, liabilities, costs,
                         expenses, obligations, causes of action, suits, or
                         settlement costs for damage or injury (including
                         death) to any person (including employees) or damage
                         to or loss of any property arising out of or resulting
                         from any negligent or willful act or omission by
                         Contractor or its employees or agents except to the
                         extent of HP's negligence or willful
                         misconduct.

                16.1.2   Contractor shall defend, indemnify and hold harmless
                         HP from and against any and all claims, losses,
                         demands, attorney fees, damages, liabilities, costs,
                         expenses, obligations, causes of action, suits, or
                         settlement costs arising out of labor, materials,
                         services or supplies furnished by Contractor, or its
                         subcontractors (it being understood that Contractor
                         shall be responsible to HP, relating to any such
                         defective Contractor work performed as a
                         subcontractor for HP) or having an impact upon the
                         performance of this Agreement (including but not
                         limited to any laborer's, materialmen's or mechanics'
                         liens).

                16.1.3   Contractor shall also defend, indemnify and hold HP
                         harmless from any claims or suits against HP arising
                         from Contractor's use of HP Equipment loaned to
                         Contractor by HP, including use by its employees,
                         agents or subcontractors.  Contractor will pay all
                         costs, damages, losses and expenses (including
                         reasonable attorneys' fees) incurred by HP and will
                         pay any award with respect to any such claim or
                         agreed to in any settlement.

        16.2      Intellectual Property Indemnity. Contractor will give HP
                  notice immediately if at any time Contractor knows or
                  reasonably should know of any third party claim to any
                  intellectual property used by Contractor to perform Program
                  Services for HP, provided by Contractor to HP, or made
                  accessible by Contractor to HP, pursuant to this Agreement.
                  Contractor will defend, indemnify and hold harmless HP from
                  all liability arising from the use of such intellectual
                  property.

        16.3      Mechanics of Indemnity. The party claiming a right to
                  indemnity will provide the indemnifying party with prompt
                  notice of, and reasonable assistance (at the indemnifying
                  party's expense) with, any claim, action or proceeding
                  covered by the indemnity obligations set forth in sections
                  16.1 and 16.2 above. The party claiming a right to indemnity
                  will give the indemnifying party the authority necessary to
                  defend or settle any such claim, action, or proceeding. The
                  indemnifying party will have the exclusive right to defend
                  any such claim, action or proceeding. However, neither HP nor
                  Contractor shall settle or compromise any such claim, action
                  or proceeding without prior written consent of the other
                  party. Said written consent will not be unreasonably withheld
                  by either party. In the event the indemnifying party does not
                  diligently pursue resolution of the claim, action or
                  proceeding or provide the other party with reasonable
                  assurances that the indemnifying party will diligently pursue
                  resolution, then the other party may, without in any way
                  limiting its other rights and remedies, defend and/or settle
                  or compromise such claim, action or proceeding. If the other
                  party defends such a claim, action or proceeding,
                  indemnifying party will pay, in addition to any damages
                  awarded, the actual and reasonable costs and expenses
                  incurred by the other party in connection with such defense.

17.0  CONTINUING OBLIGATIONS

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        17.1    Upon any termination of this Agreement or any Appendix, sections
                9, 10, 13, 14, 15, 16, 21, 22, 23, 24, 25, 26, 29, 31, 34, 38,
                and this section 17, shall survive in accordance with their
                terms.

18.0  DOCUMENTATION

        18.1   HP shall provide any proprietary or non-proprietary documentation
               (as HP deems necessary) to Contractor regarding the products to
               service and support, including but not limited to schematics,
               material lists and engineering change orders.

19.0  SUPERVISION

        19.1   All persons engaged in the work described in this Agreement shall
               be subject to the exclusive direction, supervision, and control
               of Contractor. Contractor shall ensure that all persons involved
               in the work are appropriately skilled for that portion of the
               work assigned to them.

20.0  BACK-UP PERSONNEL

        20.1   Contractor shall provide back-up personnel for each of their
               employee(s) assigned to HP's account in the event of their
               illness, disability, vacation, leave, or absence for any reason.
               Said back-up personnel are expected to cover all duties and
               responsibilities of Contractor's regular personnel with no
               disruption in service.

21.0  SUBCONTRACTORS

        21.1   Subcontractors.  Contractor will not subcontract any of the
               Services to other persons or entities without the prior written
               approval of HP. All obligations imposed upon Contractor will be
               similarly imposed by Contractor upon any authorized
               Subcontractor.Contractor's execution of any subcontracts,
               including subcontracts approved by HP, will not relieve, waive
               or diminish any obligation Contractor may have to HP under this
               Agreement. Fees for subcontracted Services will be included in
               the fees and costs billed by Contractor.

        21.2   Other Contracts. HP may contract with other Providers in
               connection with the Services.  Contractor will cooperate with
               any other Contractors retained by HP.

        21.3   Co-existence. Contractor will not use any process, equipment, or
               facility supplied by, developed for, or funded by HP without the
               prior written approval of the appropriate HP entity. Since
               HP-HPCS is the HP division that oversees the Contractor account
               with HP and this Agreement, Contractor will notify HP's HPCS
               Account Manager within two (2) working days when any HP division
               or non HP business request Contractor to perform similar work
               using the same equipment or facilities as HP.

        21.4   List of Personnel. Contractor shall maintain a list of all
               Contractor employees or Contractor's subcontractors, who have
               been granted access to HP information systems and will provide
               such list to HP as requested by HP. Upon termination of any
               employee, Contractor will inform HP, and take all necessary
               actions to remove that person's ability to access Contractor or
               HP property or information.

22.0  HP PROPERTY

        22.1   Contractor shall ensure that its employees do not remove any HP
               Property from the work premises without HP's written permission.
               Upon the request of HP, Contractor shall return any HP Property
               to HP. Upon the departure of an Contractor employee, Contractor
               shall ensure that such employee has returned all HP Property to
               Contractor. In the event Contractor is unable to secure the
               return of HP's Property from a departing Contractor employee,
               Contractor shall be responsible for making diligent efforts to
               effect the return of the item and for reimbursing HP for the
               value of the HP Property should it not be returned or replaced

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               within a reasonable time period not to exceed thirty (30) days
               after the employee's termination date.

23.0  HP PRODUCTS

        23.1   Consignment. With respect to all HP Products, Equipment or other
               property owned by HP and consigned to Contractor (referred to as
              "Consignee" in this section), Consignee hereby grants to HP
              (referred to as "Consignor" in this section) its power of attorney
               to file a UCC-1 financing statement or similar notice describing
               the Consigned Goods or HP Products and the proceeds thereof [in
               substantially the form attached hereto as Exhibit ___, wherever
               HP deems appropriate to provide notice to other parties that the
               Consigned Goods are not property of Consignee. Should this
               Agreement or the transactions under this Agreement be deemed for
               any reason to pass title of the Consigned Goods to Consignee,
               Consignee agrees that HP shall be deemed to hold, and Consignee
               hereby grants to HP, a purchase money security interest in the
               Consigned Goods, and the proceeds thereof including without
               limitation the cash and checks described above, to secure all of
               its obligations to HP including without limitation obligations
               under this Agreement

        23.2     Liability for Loss or Damage to HP Products.

                23.2.1   General Liability. Contractor shall be liable to HP for
                         actual loss of, or damage to, HP Products owned by HP
                         other than loss or damage caused by intentional acts or
                         gross negligence as set forth in section 23.2.2 below,
                         with a maximum liability of $1,000,000.00 (US) per
                         occurrence. The value of all HP Products will be the
                         invoice price for the HP Products. Contractor's overall
                         liability under this section shall be subject to the
                         $5,000,000.00 Limitation of Liability set forth in
                         section 24.1 below.

                23.2.2   Liability for Intentional Acts or Gross Negligence. In
                         the case of intentional or grossly negligent acts or
                         omissions, dishonest acts, or the failure to follow
                         any provision of the agreed upon security requirements
                         on the part of Contractor or its employees, agents or
                         subcontractors, Contractor will be liable to HP for
                         the actual loss of, or damage to, HP Products owned by
                         HP. The value of all HP Products will be the invoice
                         price for the HP Products.  Contractor's liability
                         under this section will not be subject to the
                         liability limitations set forth in sections 23.2.1 or
                         24.1.

                23.2.3   Security Requirements.  CONTRACTOR and its employees,
                         agents or subcontractors agree to follow the attached
                         security plan Exhibit B.

                23.2.4   Inventory Shrinkage Losses. Contractor will be liable
                         to HP for inventory shrinkage losses as a business
                         risk and will not charge HP for any separate
                         insurance to cover this liability. Contractor's
                         liability to HP for shrinkage losses are excluded
                         from the limitations of liability set forth in
                         sections 23.2.1 and 23.2.2 above, as well as section
                         24.1 below.

                23.2.5   Fire or Water Damage. Contractor will be liable for any
                         Fire or Water damage that causes loss to HP owned
                         equipment or parts.

                23.2.6   Claims Procedure.

                          23.2.6.1  Contractor must promptly notify HP upon
                                    discovering any loss of, or damage to, HP
                                    Products. Within 60 days following receipt
                                    of such notice, HP will file a claim for
                                    such loss, including loss due to inventory
                                    shrinkage.

                          23.2.6.2  Contractor will acknowledge all claims
                                    within 30 days of occurrence; resolve all
                                    undisputed claims filed by HP within 60
                                    days of submission by HP; and resolve all
                                    disputed claims filed by HP within 120
                                    days. For any claims outstanding after 120
                                    days, Contractor will be required to
                                    provide written statements to HP concerning
                                    the status of each claim.

                          23.2.6.3  Reconciliation of all claims filed by HP
                                    against Contractor will not be contingent
                                    upon Contractor's recovery of HP Products or
                                    funds from its

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               subcontractors. HP must file any legal
               proceedings regarding a disputed claim within 12
               months following receipt of notice of loss or
               damage.

     23.2.7  Limitation of Liability Related to HP Products. Contractor
             and its subcontractors will not be liable for loss or damage
             resulting from:

              23.2.7.1 The negligence or willful misconduct of HP, the
                       recipient of the HP Products, or anyone with an
                       ownership interest in the HP Products;

              23.2.7.2 Failure of HP systems impacting HP revenues;

              23.2.7.3 Any pre-existing defect of the HP Products;

              23.2.7.4 Actions of government or sovereign power, or by any
                       authority maintaining or using military, naval or air
                       forces; or

              23.2.7.5 Earthquakes or other Acts of God.

     23.2.8  Dispositions.

              23.2.8.1 Contractor, or Contractor's agents and subcontractors,
                       agree to use its best efforts to protect HP's product
                       integrity and brand names in the event of transit
                       damage to said products. HP shall have the exclusive
                       control over the disposition of salvage and the
                       disposition of partially damaged product, subject,
                       however to the laws governing the Contractor's right to
                       an allowance for any salvage or residual value for
                       products destroyed by HP in lieu of their sale on the
                       salvage market.

              23.2.8.2 Contractor, or Contractor's agents and
                       subcontractors have thirty (30) days to return a
                       product that has been damaged, or refused delivery
                       by Customer to HP.

              23.2.8   Contractor, or Contractor's agents and
                       subcontractors are not permitted to keep damaged
                       or defective freight without prior written consent
                       from HP.

24.0  LIMITATION OF LIABILITY

     24.1     IN NO EVENT  SHALL  EITHER  PARTY BE LIABLE TO THE OTHER  PARTY
              FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN
              ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT EVEN IF THE
              POSSIBILITY OF SUCH DAMAGES HAS BEEN COMMUNICATED TO THE OTHER
              PARTY.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR
              DAMAGES FOR ANY CAUSE WHATSOEVER IN AMOUNT IN EXCESS OF
              $5,000,000.00.  NOTWITHSTANDING THE FOREGOING, THERE SHALL BE NO
              LIMIT ON THE AMOUNT OR TYPE OF DAMAGES RELATING TO BREACH OF ANY
              CONFIDENTIALITY OBLIGATION (SECTION 15.1), INTELLECTUAL PROPERTY
              INDEMNIFICATION (SECTION 16.2), PERSONAL INJURY OR PROPERTY
              DAMAGE INDEMNIFICATION (SECTION 16.1.1) OR CONTRACTOR'S GROSSLY
              NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS RESULTING IN LOSS OR
              DAMAGE TO HP PRODUCT (SECTION 23.2.2).

25.0  TOOLING AND EQUIPMENT

   25.1  General. All designs, materials and equipment furnished to Contractor
         by HP or paid for by HP in connection with this Agreement
         (collectively "HP Property") shall:

               a) Be clearly marked or tagged as property of HP;

               b) Be subject to inspection by HP at any time during normal
                  business hours;

               c) Be used only in performing work under this
                 Agreement;

               d) Be kept reasonably separate from other materials, tools, or
                  property of Contractor or held by Contractor;

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               e) Not be modified in any manner by Contractor without prior
                  agreement by HP;

               f) Have periodic maintenance performed by Contractor;

               g) Be kept free of liens and encumbrances which may arise due
                  to actions of Contractor; and

               h) Will be tracked and documented by Contractor on a consolidated
                  list of all HP property. This list will be provided to the HP
                  Account Manager on a quarterly basis,noting changes since
                  prior list was provided.

   25.2  Equipment Loan to CONTRACTOR. In the event HP is willing to assign any
         equipment or tools for CONTRACTOR's use during this Agreement, the
         parties shall execute a separate Equipment Loan Agreement ("ELA"). An
         example of an ELA is attached hereto as Exhibit C.

   25.3  Equipment Use. Contractor agrees that persons operating HP Property
         will be fully trained in the proper use thereof. Contractor hereby
         releases HP of all liability arising out of the misuse, or damage
         caused by Contractor or Contractor's agents to HP equipment or tools
         as provided for in Section 26 (Facility and Equipment).

   25.4  Depreciation and Taxes. Contractor shall be solely responsible to
         conform to all tax laws and depreciation schedules on all tools and
         equipment either leased or procured by Contractor to perform work
         under this Agreement. If HP deems necessary, HP may assume the lease
         of said tools and equipment. At any time after Contractor's lease of
         said tools and equipment is complete, HP may, at HP's discretion,
         procure any of said tools and equipment from Contractor for the total
         sum of one (1) U.S. dollar.

26.0  FACILITY AND EQUIPMENT

   26.1  With the exception of equipment, warehouse facilities, and computer
         systems owned by HP, utilized in carrying out the Scope of Work as
         described in each Appendices, all equipment, warehouse facilities, and
         computer systems used by Contractor in the performance of the Program
         Services hereunder shall at all times be owned or leased by
         Contractor. Use of HP owned equipment and computer systems by
         Contractor shall be at the discretion of HP and shall be restricted to
         only those processes that directly support HP and no other customer of
         Contractor.

   26.2  All expenses incurred by Contractor in the operation of the equipment,
         warehouse facilities, and computer systems shall be paid by Contractor
         without reimbursement from HP unless specifically identified for
         reimbursement in each Appendices. Contractor's sole compensation for
         the Program services and other services rendered to HP and sole work
         performed for HP shall be as provided for in this Appendix.

   26.3  Contractor's administration operation shall provide the computing
         systems and peripherals necessary to transact business with its
         corporate headquarters or to other Contractor entities.

   26.4  All equipment purchased and/or replaced by Contractor must have the
         ability to be supported, maintained, and repaired by HP. Contractor
         will verify through HP's IT department the supportability of the
         equipment before purchase.

   26.5  Any and all electronic devices and or wiring connected to HP business
         processing systems shall become the property of HP and HP shall retain
         title to such devices and/or wiring. It is clearly understood and
         acknowledged, that prior to connecting any such electronic devices or
         wiring to any HP system, HP must pre-approve of such, in writing,
         otherwise the Contractor shall be fully and solely responsible for and
         liable for any and all damage. Furthermore, HP shall be responsible
         for the purchase, repair and maintenance of such equipment, provided,
         however, that HP has pre-approved such, in writing.

   26.6  Contractor shall retain title to all other equipment (except as
         expressed in Section 26.1 (Facilities and Equipment) and the
         (Equipment Loan Agreement) and all documentation related to or

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<PAGE>

         accompanying the equipment. Contractor shall not loan, transfer,
         encumber, sell or otherwise dispose of the equipment without HP's
         prior written permission. If any of the above provisions are not met
         in their entirety then it shall be deemed that Contractor is in
         default of this Agreement.

   26.7  Contractor employees, agents and/or subcontractors are hereby strictly
         prohibited from removing any equipment, inventory or proprietary
         information that is the sole property of HP from HP's or Contractor's
         premises or warehouses. In the event that any equipment, inventory or
         proprietary information is removed from any of HP's or Contractor's
         premises or warehouses, then HP shall have the sole and absolute right
         to immediately terminate this Agreement as provided in Section 5.0
         (Termination) and Contractor shall be responsible to immediately
         reimburse HP for the full retail value of any such inventory or
         equipment.

27.0  PERFORMANCE

   27.1  Delivery. Contractor commits to Program Services within the time frame
         defined in each Appendix. If Contractor fails to meet these
         requirements for 2 (two) consecutive months, or any 3 months of a 6
         month period, HP shall so inform Contractor in writing, and if
         Contractor is unable to remedy the problem within sixty (60) days, HP
         may in addition to any other rights it may have, terminate this
         Agreement without further liability.

   27.2  Supplier Financial Reports. Upon reasonable request from HP,
         Contractor shall furnish information concerning its financial status
         in relation to this Agreement, including but not limited to: balance
         sheet, income statement, and statement of cash flows, to HP. A copy of
         all public filings (SEC 10K's and annual reports) will be provided to
         HP when they are provided to the public.

   27.3  Reports. On a weekly basis, updates of all BFT's, material shortages,
         and written reports of the cumulative quantities of materials
         processed or in process will be provided to the HP Account Manager.
         Such reports shall be submitted on a form agreed upon by HP and
         Contractor, and shall be returned to HP in accordance with the
         mutually agreed upon reporting schedule.

   27.4  Inspection. HP shall have the right to physically inspect at will,
         during normal business hours, the Program Services being performed by
         Contractor under this Agreement. HP shall also have the right to
         perform audits of processes to ensure that inventory, quality,
         process, and business controls are maintained and as to Contractor's
         compliance to pre-established Electro Static Discharge (ESD) handling
         procedures. HP's inspection may be for any purpose reasonably related
         to this Agreement, including without limitation to ensure Contractor's
         compliance with HP's quality requirements, referenced in each
         applicable Appendix. If requested to do so, Contractor will use
         commercially reasonable efforts to extend HP inspection rights to any
         vendor or supplier of Contractor.

   27.5  BFT's. Contractor will run the business to maintain all Business
         Fundamental Tables within the agreed control limits and goals set
         forth in each Appendix. Contractor will report the BFT's per each site
         Appendix as included. Failure on Contractor's part to report BFT's as
         agreed or maintain the goals and control limits for 2 (two)
         consecutive months or any 3 months of a 6-month period, are grounds
         for the termination of this Agreement. Included with the monthly
         BFT's, Contractor will provide HP a deviation report for any BFT
         metric that is outside the control limits or goals. The deviation
         report must include an action plan of how and time line of when the
         metric will be corrected within the control limits or goals.

28.0  PROGRAM PROCESS, REPORTING, METRICS AND MEASURES

   28.1  Contractor will be measured through the most currently approved
         version of HP's Supplier Performance Rating tool, that may focus on
         Technology, Quality, Responsiveness, Delivery, Communication,
         Environment, Strategic Alliance Relationship, Operational Performance,
         and Cost Controls.

                                      20

<PAGE>

   28.2  An example of the Supplier Performance Evaluation is shown in Exhibit
         D (TQRDCE Performance Evaluation). The measures will be jointly
         developed and supported by HP and Contractor.

         28.2.1  Contractor and HP are required to jointly establish
                 operational metrics for all the Distribution Process. The
                 management representatives of Contractor and HP will ensure
                 the operational metrics are kept current and available to
                 their respective companies. It is acknowledged that the
                 operational metrics may be modified from time to time to
                 reflect changes in HP's business, and that HP and Contractor
                 shall keep each other currently advised as to any such
                 changes which affect the metrics and the metrics will be
                 modified accordingly. Contractor is expected to track the
                 data and provide the information to HP.

         28.2.2  Contractor and HP will mutually agree on the operational
                 metrics that Contractor will be measured and held
                 accountable for. These metrics will in all attempts measure
                 those processes that Contractor is in control of.

         28.2.3  Contractor commits to perform distribution services per the
                 established metrics as listed in each Appendix. HP reserves
                 the right to re-set goals every quarter. HP and Contractor
                 will mutually agree on any goals that are re-set.

   28.3  Contractor management representatives will lead regularly scheduled
         meetings between HP and Contractor to review Contractor's performance
         in accordance with this Agreement. These reviews will include but not
         be limited to:

        28.3.1  Monthly BFT reviews.  Contractor deliverables, at a minimum,
                will include:

             28.3.1.1 Reporting on metrics, discussing deviation reports, and
                      root cause analysis issues.
             28.3.1.2 Analyze and report on Program targets vs. actual costs.
             28.3.1.3 Report on rolling three month, six month, yearly goals
                      and progress made to date.
             28.3.1.4 Overtime if it exceeds 5%, notification should be
                      discussed.
             28.3.1.5 Cycle Count.

        28.3.2  Year-End Review.  Will be conducted with a pre-published
                schedule.

        28.3.3  Process Documentation and Changes: All processes
                documentation will be in ISO format or similar standard.
                Contractor shall demonstrate to the HP Account Manager that
                there are appropriate quality measures in place to meet
                designated performance metrics.

        28.3.4  TQRDCE will be the method used for these reviews on a
                semi-annual basis.

29.0  GOVERNING LAW AND COMPLIANCE

   29.1  General. Contractor shall comply with all applicable federal, state,
         local and foreign laws, rules, regulations, or orders issued by any
         public authority having jurisdiction over their respective obligations
         under this Agreement, and furnish to HP any information required to
         enable HP to comply with such laws, rules and regulations in its use
         of services including without limitation:

         29.1.1  The Williams-Steiger Occupational Safety Health Act of 1970,
                 as amended, and any rules, regulations, or order issued
                 thereunder;

         29.1.2  All applicable nondiscrimination requirements, including
                 without limitation the provisions of Presidential Executive
                 Order 11246 and the rules and regulations issued thereunder;

         29.1.3  The Fair Labor Standards Act, as amended,  including all
                 applicable  requirements of the act and the regulations and
                 orders of the U. S. Department of Labor;

         29.1.4   Vocational Rehabilitation Act, American Disability Act, and
                  the Vietnam Era Veterans' Readjustment Act; and

                                      21

<PAGE>

                29.1.5   All applicable Environmental Regulations and Laws.

        29.2    Dispute Resolution. The Agreement and all rights and obligations
                hereunder, including matters of construction, validity, and
                performance, shall be governed by the laws of California without
                giving effect to the conflict of laws provisions thereof.
                Contractor and HP consent to the jurisdiction and venue of such
                courts. As a pre-condition to bringing any such action, the
                parties shall attempt to settle any controversy, claim, or
                dispute between HP and Contractor arising out of or in
                connection with this Agreement or any breach, termination or
                invalidity thereof, promptly and in good faith, through
                authorized representatives of the parties having the authority
                to resolve any such dispute. If that does not resolve the
                dispute, each party shall appoint a senior official to attempt
                in good faith to settle the dispute.

30.0  ASSIGNMENT

        30.1    Neither party may, directly or indirectly, in whole or in part,
                neither by operation of law or otherwise, assign or transfer
                this Agreement or delegate any of its obligations under this
                Agreement without the other party's written consent. Any
                attempted assignment, transfer or delegation without such prior
                written consent will be void. Notwithstanding the foregoing, HP,
                or its permitted successive assignees or transferees, may
                assign or transfer this Agreement or delegate any rights or
                obligations hereunder without consent to any entity controlled
                by, or under common control with, HP, or its permitted
                successive assignees or transferees. Without limiting the
                foregoing, this Agreement will be binding upon and inure to the
                benefit of the parties and their permitted successors and
                assigns.

31.0  SAFETY AND THE ENVIRONMENT

        31.1    Safety.

                31.1.1   Contractor shall maintain the facilities and
                         operations and perform all Program Services under
                         this Agreement in compliance with all applicable laws
                         and regulations of any governmental entity or
                         sovereign authority with jurisdiction over any
                         applicable Program Services, whether federal, state
                         or local and whether of the United States or another
                         country or countries, which pertain to safety,
                         security, fire protection, and loss control
                         standards. Upon reasonable written notice, Contractor
                         will allow HP and its designated representatives
                         which have been previously approved by Contractor, to
                         visit any facility at which Program Services are
                         performed and conduct loss control audits of the
                         facility and operations.

                31.1.2   Contractor shall provide to its employees, agents or
                         subcontractors such suitable safety appliances as may
                         be needed to safely perform all Program Services.

                31.1.3   As an independent contractor, Contractor acknowledges
                         and agrees that it is and will remain solely
                         responsible for the health and safety of its
                         employees, agents and/or subcontractors.

                31.1.4   Contractor shall establish and maintain such
                         programs, processes and procedures, provide such
                         equipment and training and take such other steps as
                         may be required by applicable laws and regulations to
                         protect the health and safety of Contractor's
                         employees, agents and subcontractors performing work
                         or services for Contractor under this Agreement, and
                         HP shall have no responsibility or liability
                         therefore, except as provided by law, per Section 29
                         (Governing Law and Compliance).

        31.2    Environment.

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<PAGE>

                31.2.1   Ozone Depleting Substances.  Contractor shall not use
                         any Class I or Class II substances,  as those terms
                         are defined in 42 U.S.C. 7671, and in the
                         implementation  regulations of the United States
                         Environmental Protection Agency, at 40 CFR Part 82 in
                         its performance of Program Services.

                31.2.2   Disposition of Excess Materials. Contractor shall
                         recycle or dispose of any non-regulated, non-hazardous
                         excess or waste materials resulting from HP Products or
                         HP Property in compliance with the provisions of this
                         Agreement  and the  applicable  Exhibits,  and with the
                         laws and regulations of any governmental  entity or
                         sovereign  authority with  jurisdiction.  Contractor
                         shall recycle or dispose of any other  non-regulated,
                         non-hazardous excess materials generated from its
                         operations in performance of Program  Services in
                         compliance  with the laws and  regulations of any
                         governmental  entity or sovereign authority  with
                         jurisdiction.  Any  revenue  generated  from  these
                         operations  will be used to  offset Contractor's costs
                         or will be applied as a credit on applicable  invoices.
                         HP has the right to determine disposition of any excess
                         materials.

                31.2.2   Processes and Compliance. Contractor shall
                         continuously implement and maintain processes and
                         policies designed, to protect the environment and
                         will adhere to all applicable laws and regulations
                         regarding protection of the environment at any
                         facility, whether owned or leased by Contractor or by
                         HP, at which Program Services are performed by
                         Contractor.

                31.2.3   Contractor shall establish and maintain such
                         programs, processes, and procedures, provide such
                         equipment, and training, and take such other steps as
                         may be required by applicable laws and regulations,
                         to protect the health and safety of Contractor's
                         employees, agents and subcontractors performing work
                         or services for Contractor under this Agreement, and
                         HP will have no responsibility or liability
                         therefore, except as provided by law.

                31.2.4   Contractor shall stack and store Material in
                         compliance with HP's Packaging Standards, marked as
                         Exhibit E, attached hereto and incorporated herein.

32.0  BACKGROUND AND DRUG SCREENING

        32.1   Requiring background and drug screenings is in keeping with HP's
               objectives to provide and maintain a safe and secure working
               environment; to reduce the risk of thefts of property, funds,
               and proprietary information; and to have a work force of the
               highest quality and integrity.

        32.2   Contractor shall conduct background and drug screenings as
               established in the Contractor's Background and Drug Screening
               policies. Should the Contractor's Program Services operation be
               conducted on a HP owned or leased facility, then Contractor shall
               be required to follow HP's Drug and Background Screening
               Guidelines which is attached to each applicable Appendix.

        32.3   Should any portion of Contractor's work be subcontracted,
               Contractor shall warrant and ensure that commensurate
               background and drug screenings, which equal or exceed the
               expectations set forth for Contractor and Contractor's employees,
               have been completed on all subcontractors, and subcontractor's
               employees, subcontractors, and/or agents prior to those
               individuals performing work directly or indirectly involving HP
               or those individuals who otherwise have access to HP sites, data,
               products, and assets.

33.0  RELATIONSHIP OF THE PARTIES

        33.1   The relationship of the parties to this Agreement is that of
               owner and independent contractor. Neither Contractor nor
               Contractor's employees, consultants, contractors or agents are
               agents, employees or joint ventures of HP, nor do they have any
               authority to bind HP by contract or otherwise to any obligation.
               They will not represent to the contrary, either expressly,
               implicitly, by appearance or otherwise. Contractor will
               determine, in Contractor's sole discretion,the

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<PAGE>

               manner and means by which the work under this
               Agreement is accomplished, subject to the express condition that
               Contractor will at all times comply with applicable law.

34.0  TAXES AND BENEFITS

        34.1   It is Contractor's obligation to appropriately report all
               compensation received by Contractor pursuant to this Agreement
               and pay all taxes due on such compensation. Contractor will
               indemnify HP against and hold it harmless from any obligation
               imposed on HP to pay any employee withholding taxes, social
               security, unemployment insurance, workers' compensation
               insurance,disability insurance or similar items, including
               interest and penalties thereon, in connection with any payments
               made to Contractor by HP pursuant to this Agreement.

35.0  GENERAL RESPONSIBILITIES.

        35.1   Contractor shall:
                35.1.1   Be solely responsible for the means, methods,
                         techniques, sequences, and/or results of the work and
                         all acts and omissions of Contractor's employees and
                         agents;

                35.1.2   Obtain all permits required to perform the work;

                35.1.3   Abide by all written/verbal safety, and security
                         procedures of HP while on HP premises;

                35.1.4   Coordinate all work without unreasonable interference
                         with HP's employees or operations in areas around the
                         work site;

                35.1.5   Proceed in good faith to comply with all applicable
                         Federal, State, and Local laws, statutes and
                         regulations; and;

                35.1.6   Meet, at minimum, HP's environmental guidelines.

36.0  MATERIALS MANAGEMENT

        36.1   Packaging. Product packaging for Finished Goods Inventory (FGI)
               material shall be in accordance with the HP's packaging
               guidelines as stated in each applicable Appendix. Any varying
               requirements will be specified by project.

37.0  DESIGN, MATERIAL AND PROCESS CHANGE

        37.1   Approval of changes. Contractor will not change any process,
               material, or component used in repairing product for HP that
               affects Form, Fit, Function, or any specification of any
               component, material, or unit without obtaining HP's prior
               written approval. Any such changes, including changes that will
               increase HP's costs in any way, must be approved by HP prior to
               Contractor implementing the change.

        37.2   At Contractor's request. Contractor's request will include
               applicable test results and any cost, schedule, or other
               impact of such change to HP at least thirty (30) days before
               it wishes to implement such a change. If required, HP may
               request, at HP's expense, (within 5 days) Contractor to
               provide sample units of the modified product for HP's evaluation.
               HP will approve or disapprove Contractor's request within
               ten (10) days after the receipt of information or sample units.

        37.3   At HP's request. Should HP desire modifications to the design of
               a product, HP will submit a written Production Change Order
               ("PCO") to Contractor. Contractor will implement the PCO as
               stated within the PCO and notify HP of any impact in cost or
               schedule within 3 working days of receipt of PCO.

        37.4   Continued Process Improvement. Contractor will conduct business
               in a manner that promotes a work environment that continually
               results in process and quality improvements.

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<PAGE>

38.0  PRICING AND COST

        38.1   Currency and pricing. The price for all Program Services and HP
               processes, including but not limited to warehousing, receiving,
               shipping, and logistic sevices shall be in U.S. dollars, unless
               otherwise stated, and shall remain in effect during the Term as
               defined in each Appendix. Prices and volumes will be reviewed
               mutually on a quarterly basis. Both HP and CONTRACTOR must agree
               to price changes in writing prior to the change going into
               effect.

        38.2   Costing Data. Contractor agrees to help HP understand
               Contractor's costs. Contractor further agrees to disclose all
               the cost components of the Program Services and Program processes
               performed for HP with the intent of reducing overall costs.

39.0  NOTICES

        39.1   Notices from CONTRACTOR. Any notices sent by Contractor pursuant
               to this DSA are to be sent to the address listed below. If the
               notice pertains to any of the attached Appendices of this
               Agreement, then the notice shall be sent to the address listed
               in each applicable Appendix:

                                      Hewlett-Packard,
                                      8000 Foothills Blvd., M/S 5781
                                      Roseville, CA  95747
                                      Attn:  Ryan Donovan

        39.2   Notices from HP. shall be sent to CONTRACTOR at:

                                      Pinnacle Data Systems, Inc.
                                      6600 Port Road
                                      Groveport, Ohio 43125
                                      Attn: Bob Hahn

40.0  BUSINESS CONTINUITY PLAN

        40.1   Contractor will develop and keep current a business continuity
               plan which details strategies for response to and recovery from
               a broad spectrum of potential disasters that could disrupt
               operations and timely delivery of materials required pursuant to
               this Agreement.("Disaster" means a serious disruption of the
               functioning of an organization, causing widespread human,
               material or environmental losses that exceed the ability of the
               organization to cope using only its own resources.)

        40.2   This plan will include a baseline hazard analysis, a written
               recovery  plan, and procedures, a mitigation plan to prevent
               losses or minimize  effects of unavoidable ones and a crisis
               communication plan. "Hazard" means an existing or unusual
               occurrence in the natural or human-made environment that may
               adversely affect human life, property, or activity to the extent
               of a disaster. Industrial/Technological Hazards include aircraft
               crashes, destruction of data storage, retrieval, and processing
               facilities, hazardous materials release, loss of data systems
               integrity from breaches of security, power failures, structural
               failures, telecommunications failures and transportation failures
               Natural Hazards include earthquake, flood, hurricane, landslide,
               tornado, tsunami, volcano, wild or forest fire, windstorm and
               winter storm.

        40.3   Contractor will conduct an annual test and evaluation of its
               business continuity plan to ensure expected systemic and process
               responsiveness from the Contractor. Any reasonable costs related
               to physical movement or relocation of equipment or material
               related to this test, will be paid by HP per pre-approved plan.

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<PAGE>

        40.4 Upon request, Contractor will make its business continuity plan
             and the annual evaluation available to HP or its designated
             representative for review.

41.0  FORCE MAJEURE

        41.1 Neither Contractor or HP will be liable for any failure or delay in
             its performance under this Agreement due to causes, including, but
             not limited to acts of God, acts of civil or military authority,
             fires, epidemics, floods, earthquakes, riots, wars, sabotage, labor
             shortages or disputes, governmental actions, and the unavailability
             of materials and components necessary for the repair of units or
             sub-assemblies provided that:

                41.1.2  performance or delay is beyond CONTRACTOR's reasonable
                        control;

                41.1.3  Contractor  gives HP written  notice of such cause
                        promptly,  and in any event within five (5) days of
                        discovery  thereof; and

                41.1.4  Contractor uses its reasonable efforts to correct such
                        failure or delay in performance.

        41.2 Contractor's time for performance or cure under this section will
             be extended for a period equal to the duration of the cause or
             sixty (60) days, whichever is less. In the event of a delaying
             cause, HP may elect to suspend the Agreement in whole or in part
             for the duration of the delaying cause.

42.0  NO WAIVER

        42.1 The waiver of any term, condition, or provision of this Agreement
             must be in writing and signed by an authorized representative of
             both parties. Any such waiver will not be construed as a waiver of
             any other term, condition, or provision except as provided in
             writing, nor as a waiver of any subsequent breach of the same
             term, condition, or provision.

43.0  SEVERABILITY

        43.1 If any provision in this Agreement or any Exhibit, or Appendix is
             held invalid or unenforceable by a body of competent jurisdiction,
             such provision will be construed, limited or, if necessary,
             severed to the extent necessary to eliminate such invalidity or
             unenforceability. The parties agree to negotiate in good faith a
             valid, enforceable substitute provision that most nearly effects
             the parties' original intent in entering into this Agreement or to
             provide an equitable adjustment in the event no such provision can
             be added. The other provisions of this Agreement or any Exhibit or
             Appendix will remain in full force and effect.

44.0  MODIFICATION AND AMENDMENT

        44.1 No modification or amendment of this Agreement or any Exhibit or
             Appendix will be binding on either party unless it is in writing
             and signed by an authorized representative of each party and it
             expressly states that it is a modification or amendment to this
             Agreement or any Exhibit or Appendix.

45.0  EXHIBITS and APPENDICES ATTACHED

        All exhibits and Appendices attached to this Agreement shall be deemed
        a part of this Agreement and incorporated herein. Terms that are
        defined in this Agreement, and used in any exhibit and appendix, have
        the same meaning in the exhibit and appendix as in the Agreement.

        The following exhibits are hereby made a part of this Agreement:

        Exhibit A:  Expenditure Proposal

        Exhibit B:  Contractor Security Requirements

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<PAGE>

        Exhibit C:  Equipment Loan Agreement

        Exhibit D:  Performance Evaluation (TQRDCE)

        Exhibit E:  Packaging Standards

        Exhibit F:  HP Holiday Schedule

        Exhibit G:  Pinnacle Holiday Schedule

        Exhibit H:  Pinnacle Business Continuity Plan

        Exhibit I:  Electrostatic Discharge Control Standard

This Agreement, including all exhibits, is approved and agreed to by:

Hewlett-Packard Company - HP                 PINNACLE DATA SYSTEMS, INC.
----------------------------                 ---------------------------

Name:    Bruno Pillet                        Name:  Bob Hahn

Title:   HP Customer Support Manager         Title:    Vice President/COO

Signature: _______________________           Signature: _______________________

Name:    William Shadle

Title:   Sourcing Development Manager

Signature: _______________________

                                      27

<PAGE>

                                Exhibit A

                          Expenditure Proposal

                       EXPENDITURE PROPOSAL FORM
                       -------------------------

The following items have been approved by the ________________________Division
of Hewlett-Packard for purchase for the ______________________________ program
operated by [Contractor's Name] ("Contractor") for the benefit of
Hewlett-Packard. It is acknowledged that these items exceed the pre-approved
expenditure allowance of $___________.

        -----------------------------------------------------------------------
            ITEM/DESCRIPTION       COST      AMORTIZATION      OWNER AFTER
                                               PERIOD          DEPRECIATION
        -----------------------------------------------------------------------
        -----------------------------------------------------------------------
        -----------------------------------------------------------------------
        -----------------------------------------------------------------------
        -----------------------------------------------------------------------
        -----------------------------------------------------------------------
        -----------------------------------------------------------------------

        -----------------------------------------------------------------------
          SUBMITTED BY:                                      DATE:
        -----------------------------------------------------------------------
          APPROVED BY:                                       DATE:

                           Hewlett-Packard Co.
        -----------------------------------------------------------------------
          APPROVED BY:                                       DATE:

                           Contractor
        -----------------------------------------------------------------------

NOTE: For each item listed above, a separate document MUST be attached that
fully describes how transfer of ownership of the item, or distribution of funds
from sale or salvage of the item, will be handled in each the following
situations:

        1.  The item will no longer be required for the program being managed
            by Contractor, OR

        2.  Either HP or the Contractor terminates the contract for the program
            being managed by Contractor.

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<PAGE>

                                   Exhibit B

                         Contractor Security Guidelines

1.  ACCESS CONTROL

     1.1.   ACCESS CONTROL (EMPLOYEES, CONTRACTORS, TRUCKERS)

            A formal access control program is required for all individuals that
            enter a warehouse where HP products are stored, manufactured,
            repaired or shipped to other destinations. All individuals should be
            granted access on a business need only basis. HP reserves the right
            to refuse access to any individual for business, security or safety
            reasons.

     1.2.   VISITOR BADGE PROCESS and ESCORT PROGRAM

            All visitors should be properly identified and issued ID badges
            accordingly. Any person other than an employee of the third party
            vendor should be required to be escorted at all times while in the
            facility. An exception to this would be employees of the third party
            supplier.

     1.3.   SIGN IN and OUT PROCEDURE

            All individuals should be required to sign in and out of any third
            party warehouse facility. An exception to this would be if the
            facility is under card key control. Those individuals who hold valid
            card keys would use the system to log in and out. All others would
            still be required to sign the log. All logs should be archived for a
            period of one year.

     1.4.   TOUR CONTROL

            Any individual (including Hewlett-Packard employees) should be
            required to have pre-authorization from HP Program Manager or their
            representative PRIOR to any tour into designated areas of facilities
            where services are being provided or inventory is being stored for
            HP.

2.  ALARM SYSTEMS

     2.1.   DOCK DOORS and ALARM CONTACTS

            A process should exist to prevent unauthorized access via dock
            doors. The process shall include:

            2.1.1.   Ensuring that doors are only open when a trailer is
                     properly attached and sealed to the building;

            2.1.2.   Ensuring that security officers are present in the case of
                     any open door(s);

            2.1.3.   Ensuring that all doors are equipped with alarm contacts
                     linked to a local security command center or central
                     monitoring station.

     2.2.   EMERGENCY EXITS and ARMING, I.E. LOCAL SCREAMERS, ETC.

            All non-staffed emergency exits should at a minimum be alarmed with
            local screamers that require reset by a key. Additional enhancements
            could include reporting back to a command center or central
            monitoring station.

     2.3.   INTERIOR ELECTRONIC DETECTION IN BUILDING/ZONING OF ALARM SYSTEM

            To compliment perimeter controls, infrared protection within the
            facility has proven to be beneficial especially in low use areas.
            Consideration may be given to establishing zone patterns for alarms.
            This will enable management to provide additional protection to low
            use areas as well as component storage during normal business hours.

                                      29

<PAGE>

     2.4.   ALL MANNED DOORS SHOULD HAVE LATCH PLATES INSTALLED

            External doors should have latch plates installed to prevent
            unauthorized entry.

     2.5.   ROOF HATCHES

            Roof hatches should be assessed for adequate protection levels.
            Considerations should be given to monitor contact alarms or steel
            grates/bars preventing easy intrusion.

     2.6.   ALARM REPORTING RESPONSE AND ALARM ARMING

            A process should be in place to ensure timely reporting and
            escalation of all alarm conditions. This process should include
            alarm & de-alarming procedures, i.e. times of day, who can authorize
            an unlock, etc.

     2.7.   ALARM CHECKS AND PM PROCESSES

            Written procedures should be in place to ensure that all alarms are
            checked frequently to ensure proper operation. A preventative
            maintenance program should compliment this process.

3.   SECURITY SYSTEMS

     3.1.   DOCK AND PERSONNEL DOOR CAMERAS

            It is preferable to have surveillance cameras at all non-staffed
            employees access doors. All shipping and receiving docks should have
            cameras installed to adequately monitor all activities in these
            areas.

     3.2.   ARCHIVING VCR TAPES

            Tapes that have been used to record access, egress and dock
            activities should be archived for a minimum of ninety (90) days.
            New, replacement tapes should be provided to replace tapes that
            begin to deteriorate in picture quality & resolution.

4.   PRODUCT and INVENTORY PROTECTION

     4.1.   HP PRODUCT PROTECTION

            All Hewlett-Packard property and products should be stored in such a
            way that they are not mixed in with other companies' property. Where
            possible, motion sensors should compliment segregation procedures to
            enhance inventory protection. High-risk materials should not be
            stored outside of the warehouse, i.e. not left in trailers or on
            exterior docks.

     4.2.   SMALL COMPONENTS IN CAGES

            Small components such as microprocessors and other chips with high
            street dollar values should be stored in cages that have additional
            security procedures for access. This would include limited access,
            which could be controlled by card key access, high level key systems
            and/or sign in and out logs. Cameras should be installed to monitor
            the inventories stored in these cages.

5.   EXTERIOR and PERIMETER PROTECTION

     5.1.   EXTERIOR LIGHTING

            Lighting should be adequate enough to cover all building perimeters
            and personnel parking areas. All gatehouses should be well
            illuminated to enable proper identification of employees and
            vehicles.

     5.2.   PERIMETER FENCING and GATES

            All facilities should be fenced, at least seven (7) feet high with
            chain link fabric of number nine (9) wire, and with three (3)
            strands of barbed wire on outward supports at the top. All gates
            should be locked when not in use. Gatehouses should be staffed by a
            security officer during normal business hours and locked when not in
            use.

                                      30

<PAGE>

                                    Exhibit C

                            Equipment Loan Agreement

THIS EQUIPMENT LOAN AGREEMENT, NO. ____ (the "Agreement") is entered into
between HEWLETT-PACKARD COMPANY, a Delaware corporation ("HP"), and
__________________, a ______________ company located at_________________________
("Recipient").  This Agreement is effective as of _______________, _____
(the "Effective Date").

[Recipient and HP are currently parties to a _________________________ Agreement
(the "Master Service Agreement"), dated as of______________, _____.]

1     Loan of Equipment. HP hereby loans to Recipient, for the applicable Term
      -----------------
      defined below, the HP-owned equipment (collectively, "HP Equipment"),
      which may consist of hardware, software and documentation described in the
      HP Equipment Schedule attached as Attachment 1. HP may, from time to time,
                                        ------------
      add, upgrade, or remove HP Equipment from Recipient's site during the
      Term. All HP Equipment received by Recipient during the Term will be
      described in an amended HP Equipment Schedule signed by Recipient and
      appended to this Equipment Loan Agreement. Recipient agrees, by its
      receipt of HP Equipment, that all HP Equipment is subject to the
      provisions of this Agreement.

2     Term. This Agreement will begin as of the Effective Date and run for a
      ----
      term of _________ months (the "Term"), unless earlier terminated by HP
      or Recipient upon thirty (30) days written notice to the other. HP may
      in writing extend the Term, or establish a separate Term with respect
      to particular items of HP Equipment.

3     Use.  Recipient  may  use  the  HP  Equipment  solely  for  purpose  of:
      ---
      ______________________________  [in  accordance  with the Master  Service
      Agreement].  Recipient  may not move any HP  Equipment from the location
      specified in the HP Equipment Schedule without the prior written consent
      of HP.  Recipient's right to use the HP Equipment is non-transferable.

4     Software and Documentation. All software provided with the HP Equipment is
      --------------------------
      hereby licensed to Recipient under HP's Software License Terms, a current
      form of which is attached as Attachment 2. If Recipient requires a license
                                   ------------
      to use any software other than as stated in the Software License Terms,
      that license must be specified in the HP Equipment Schedule. Any
      documentation listed in the HP Equipment Schedule is licensed to Recipient
      for its use solely for the purposes stated in Section 3 above. If
      Recipient wishes to make copies of any documentation, it must first obtain
      HP's prior written consent.

5     Ownership. HP retains all right, title and ownership to the HP Equipment,
      ---------
      unless Recipient purchases any such HP Equipment. Recipient hereby
      nominates and appoints HP as its attorney-in-fact for the sole purpose of
      executing and filing, on Recipient's behalf, UCC-1 financing statements
      (and any appropriate amendments thereto) or a suitable substitute document
      (including this Agreement) under the provisions of the Uniform Commercial
      Code for the HP Equipment loaned to Recipient hereunder. A form of an
      UCC-1 financing statement will be used for this purpose. If requested by
      HP, Recipient will affix any label or marking supplied by HP evidencing
      HP's ownership of the HP Equipment. HP may, from time to time, inspect the
      HP Equipment. Recipient may not sell, transfer, assign, pledge, or in any
      way encumber or convey the HP Equipment or any portion or component of
      such equipment.

6     Warranty Disclaimer. ALL HP EQUIPMENT IS PROVIDED "AS IS", WITHOUT
      -------------------
      WARRANTY OF ANY KIND, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING BUT
      NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
      PURPOSE. Recipient understands that some newly manufactured HP Equipment
      may contain remanufactured parts equivalent to new in performance.

                                      31

<PAGE>

7     Indemnification. Recipient hereby agrees to defend, indemnify and hold HP
      ---------------
      harmless from any claims or suits against HP arising from Recipient's use
      of the HP Equipment, including use by its employees, agents or
      subcontractors. Recipient will pay all costs, damages, losses and expenses
      (including reasonable attorneys' fees) incurred by HP and will pay any
      award with respect to any such claim or agreed to in any settlement.

8     Maintenance. During the Term, Recipient will maintain all HP Equipment in
      -----------
      good operating order and condition. All maintenance must be provided by
      personnel authorized by HP. HP will provide standard installation, support
      and maintenance for the HP Equipment [at no cost] [at HP's standard rates]
      to Recipient during the Term; however, all maintenance costs and expenses
      due to Recipient's negligence will be borne by Recipient. Recipient will
      be responsible for providing HP personnel ready and safe access to the HP
      Equipment for such maintenance and support.

9     Risk of Loss. Recipient will bear all risk of loss with respect to the HP
      ------------
      Equipment from receipt until such HP Equipment is returned to HP. All HP
      Equipment returned to HP must include the same components as received by
      Recipient, and must be in good operating order and condition. Charges may
      be imposed by HP if Recipient fails to return the HP Equipment in such
      condition or within the return timeframe set forth herein.

10    Shipping Costs. Unless otherwise agreed in writing by HP, Recipient will
      --------------
      be responsible for and pay all delivery, freight and rigging charges, all
      taxes and duties, and all other shipping costs and expenses with respect
      to the delivery or return of any HP Equipment hereunder.

11    Limitation of Liability. HP WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
      -----------------------
      SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT,
      TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF THIS EQUIPMENT LOAN
      AGREEMENT OR RECIPIENT'S USE OF THE HP EQUIPMENT.

12    Termination. Upon expiration or earlier termination of the Term, Recipient
      -----------
      will return to HP all HP Equipment within 10 workdays. HP may permit
      Recipient to purchase certain items of the HP Equipment upon termination
      under the purchase terms set forth below. In the event that Recipient is
      permitted to purchase any of the HP Equipment and fails to return that
      Equipment to HP upon expiration of the Term within such 10-day period,
      Recipient will be deemed to have elected to purchase the HP Equipment,
      and HP will invoice Recipient accordingly.

13    Purchase Option. If HP permits Recipient to purchase any of the HP
      ---------------
      Equipment, Recipient may elect to purchase those items of the HP Equipment
      under HP's then current standard terms and conditions, provided that such
      HP Equipment may not be purchased solely for resale. Upon purchase, such
      HP Equipment will be provided with HP's then current standard warranty
      provisions for used equipment. The purchase price for HP Equipment
      purchased under this Section will be the then current list price less
      a ______% discount. No other promotional or purchase discounts will apply.
      Such purchase will not qualify for any stock rotation or price protection
      under any other agreement that Recipient may have with HP.

14    General Provisions.
      ------------------

      a)  Notices . All notices to be given under this Agreement must be in
          -------
          writing and addressed to the location specified in the Master
          Agreement or as designated in the opening Section of this
          Agreement if there is no Master Agreement. Notices are validly
          given upon the earlier of confirmed receipt by the receiving party or
          three days after dispatch by courier or certified mail, postage
          prepaid, properly addressed to the receiving party. Notices may also
          be delivered by telex and will be validly given upon oral or written
          confirmation of receipt. Either party may change its address for
          purposes of notice by giving notice to the other party in accordance
          with these provisions.

                                      32

<PAGE>

     b)     No Assignment. Neither this Agreement nor any right, privilege,
            -------------
            license or obligation set forth herein may be assigned,
            transferred or shared by Recipient without HP's prior written
            consent, and any such attempted assignment or transfer is void.
            Any merger, consolidation, reorganization, transfer of
            substantially all assets of Recipient or other change in control
            or ownership of Recipient will be considered an assignment for the
            purposes of this Agreement.

     c)     Entire Agreement. This Agreement and the attached Exhibits
            ----------------
            comprise the entire understanding between the parties with respect
            to its subject matter and supersede any previous communications,
            representations, or agreements, whether oral or written. No
            modification of this Agreement will be binding on either party
            unless in writing and signed by an authorized representative of
            each party.

     d)     Governing Law. This Agreement will be governed in all respects by
            -------------
            the laws of ____________ without reference to any choice of laws
            provisions, as though this Agreement were entered into by
            residents of that State to be wholly performed within that State.
            The parties hereby waive any application of the United Nations
            Convention on Contracts for the International Sale of Goods (as
            promulgated in 1980 and any successor or subsequent conventions)
            with respect to the performance or interpretation of this
            Agreement.

APPROVED AND AGREED:

RECIPIENT:_____________________                         HEWLETT-PACKARD COMPANY

By:                                                     By:

Print Name:                                             Print Name:

Title:                                                  Title:

                                      33

<PAGE>

                                         PROGRAM EQUIPMENT LOAN AGREEMENT

                                                  AND ASSET LIST

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                Program Equipment and Asset List                                             Page 1
----------------------------------------------------------------------------------------------------------------------------------
Contract #                                      Location                     Contractor Name:
----------------------------------------------------------------------------------------------------------------------------------
                                                                                 Responsible
Date     ID # or               Equipment     Equipment  Description  Equipment   for           Disposition   Disposition  Name of
Listed   HP Asset #  Serial #  Manufacturer  Model #                 Condition   Maintenance   Date          Description  Disposer
----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>         <C>       <C>           <C>        <C>          <C>         <C>           <C>          <C>
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      34

<PAGE>

                                    Exhibit D

                         Performance Evaluation (TQRDCE)

TQRDCE is a set of performance expectations and measurement criteria for use in
qualifying new service CONTRACTORs, and managing the ongoing long-term business
relationship with existing service CONTRACTORs.

The initials TQRDCE represent: Technology, Quality, Responsiveness, Delivery,
Cost and Environment.

The success of service CONTRACTOR performance is rightfully shared with our
service CONTRACTORs who specifically contribute to our commitment to
excellence.  Successful service CONTRACTOR performance in the areas of TQRDCE
will increase the opportunity for repeat business, increased sales, and
profitable growth.

A primary objective for procurement is: To maintain a competitive advantage by
providing materials of the highest quality and lowest cost, with the best
delivery, responsiveness, and technology available, by selecting fewer but
better service CONTRACTORs. In order to accomplish this objective, the TQRDCE
criteria were developed.

Technology
HP must compete in the world market on the basis of manufacturing technology, as
well as design technology. We expect our service CONTRACTORs to be technological
leaders in their respective fields of design and manufacturing. Service
CONTRACTORs are expected to participate in mutual engineering throughout HP's
products' life cycle to enable timely introductions and continuous quality and
cost improvements.

Quality
HP set a quality goal of zero defective products for electrical, mechanical,
cosmetic, and administrative reasons. HP's quality expectation is defect-free
materials. Quality and reliability are expected to be achieved through superior
design, process control and continuous process improvements. All material is to
be fit for use, and to be cosmetically acceptable.

Responsiveness
HP expects service CONTRACTORs to be responsive to swings in demand, with short
cycle times, and appropriate inventory management, while maintaining flexible
capacity capabilities to successfully resolve problems and improve worldwide
service.

Delivery
HP expects deliveries to be 100% on time all the time within a window of -3/+0
(three days early and no days late). To achieve this expectation there must be
continuous improvement in overall delivery performance and our service
CONTRACTORs must be prepared to meet commitments worldwide. Lead times must be
short by industry standards, reliable and decreasing over time.

COST
HP expects to minimize costs and obtain the lowest average price worldwide.

Environment
HP recognizes its obligations to be a good citizen in each nation and community
in which it operates. HP must conduct its operations in such a manner that
protects the environmental quality of these countries and communities. Our
service CONTRACTORs are an integral part of this effort; therefore, HP service
CONTRACTORs are expected to conduct their operations in an environmentally
responsible manner.

By setting service CONTRACTOR expectations HP hopes to:
- maximize customer satisfaction;

                                      35

<PAGE>

- maximize profitability for all contributors to the system;
- maximize responsiveness to change; and
- provide a framework for effective communications
         To accomplish these objectives HP will need to:
         - establish and maintain long-term commitments;
         - promote effective communications;
         - obtain mutual agreement on expectations and goals;
         - treat a service CONTRACTOR's process as an extension of HP's
           processes;
         - and utilize a team approach to achieve performance improvements
           (proactive/cooperative).

         The success of service CONTRACTOR performance is rightfully shared
         with our service CONTRACTORs who specifically contribute to our
         commitment to excellence. Successful service CONTRACTOR performance in
         the areas of TQRDCE will increase the opportunity for repeat business,
         increased sales, and profitable growth.

                                      36

<PAGE>

                                    Exhibit E

                             HP Packaging Standards

                                      37

<PAGE>

                                     Exhibit F

                               HP HOLIDAY SCHEDULE

<TABLE>
<CAPTION>
=========================================================================================
             HP                       2001                   2002                  2003
     Company-Designated             Date/Day               Date/Day              Date/Day
          Holiday                   Observed               Observed              Observed
=========================================================================================
<S>                          <C>                    <C>                   <C>
=========================================================================================
New Year's Day               Jan 01 (Mon)           Jan 01 (Tue)          Jan 1 (Wed)
=========================================================================================
Martin Luther                Jan 15 (Mon)           Jan 21 (Mon)          Jan 20 (Mon)
King Day
=========================================================================================
Presidents' Day              Feb 19 (Mon)           Feb 18 (Mon)          Feb 17 (Mon)
=========================================================================================
Memorial Day                 May 28 (Mon)           May 27 (Mon)          May 26 (Mon)
=========================================================================================
Independence Day             July 04 (Wed)          Jul 04 (Thu)          Jul 04 (Fri)
=========================================================================================
Floater                      -----------            Jul 05 (Fri)          -----------
=========================================================================================
Labor Day                    Sep 03 (Mon)           Sep 02 (Mon)          Sep 01 (Mon)
=========================================================================================
Thanksgiving                 Nov 22 (Thu)           Nov 28 (Thu)          Nov 27 (Thu)
=========================================================================================
Day After Thanksgiving       Nov 23 (Fri)           Nov 29 (Fri)          Nov 28 (Fri)
=========================================================================================
Floater                      Dec 24 (Mon)           -----------           -----------
=========================================================================================
Christmas                    Dec 25 (Tue)           Dec 25 (Wed)          Dec 25 (Thu)
=========================================================================================
Floater                      -----------            -----------           Dec 26 (Fri)
=========================================================================================
</TABLE>

                                                                  March 01, 2001

                                      38

<PAGE>

                                    Exhibit G

                           Contractor Holiday Schedule

                                      39

<PAGE>

                                    Exhibit H

                       Contractor Business Continuity Plan

                                      40

<PAGE>

                                    Exhibit I

                    Electrostatic Discharge Control Standard

                          (begins on following page)

                                      41