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                                                                   Exhibit 10.12
                                                                   -------------

Confidential treatment has been requested with respect to the portions of this
agreement indicated with an asterisk [*].  A complete copy of this agreement,
including the redacted terms, has been separately filed with the Securities and
Exchange Commission.


                               Agreement between

                               pcOrder.com, Inc.

                                      and

                          Compaq Computer Corporation

Table of Contents
Subscription Services Agreement
  Attachment A -  Digitized Sublicense Agreement
  Attachment B -  Digitized Access Agreement
  Attachment C -  Authorized User Identity and Contact Information
  Attachment D -  Functional and Deployment Descriptions
  Attachment E -- Additional Server Software
  Attachment F -- New Version Acceptance Criteria
  Attachment G -- Response Times and Concurrent Usage Levels
  Attachment H -- Response and Correction Times
  Attachment I -- Competitors
  Attachment J -- Source Code Escrow Agreement
  Attachment K -  Performance Test

Schedule 1 - Professional Consulting Services Schedule

Schedule 2 - Data Maintenance Services Schedule

Schedule 3 - Application Hosting Services Schedule

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                                                                    CONFIDENTIAL
                                                                    ------------


                        SUBSCRIPTION SERVICES AGREEMENT


                                    between

                               pcOrder.com, Inc.

                            5001 Plaza on the Lake

                               Austin, TX 78746

                                   "pcOrder"


                                      and


                          Compaq Computer Corporation

                                20555 S.H. 249

                               Houston, TX 77070

                                  ("Client")

                               -----------------


1.  GENERAL

  1.1.  This Subscription Services Agreement and any mutually negotiated,
        incorporated, and separately executed schedules (the "Schedules") and
        Attachments (collectively, the "Agreement") establish the terms and
        conditions under which the parties agree that pcOrder shall license
        certain Software and provide certain Services to Client for the benefit
        of Client and its Affiliates. This Agreement supersedes all of the
        rights and obligations defined in the Subscription Services Agreement
        executed by the parties in June, 1998. This Agreement is effective as of
        June 16, 1999.

  1.2.  The following are definitions for certain terms that may be used in the
        Agreement.

           1.2.1.  "Affiliates" means all legal entities worldwide controlled by
                   or in common control with Client, but only for so long as
                   such control continues to exist. "Control" means owning 50%
                   or more of the ownership interest entitled to vote for
                   directors or managers of such entity.

           1.2.2.  "Authorized Use" means to receive Server Software generated
                   information for each Authorized User's own respective
                   internal business use in support of its sales and order
                   applications and business processes. Such use is subject to
                   any User Documentation and to the terms and conditions of
                   this Agreement and any applicable Sublicense Agreement and
                   Digitized Access Agreement.

           1.2.3.  "Authorized Users" means Groups I, II, III and IV Authorized
                   Users as set forth in Section 3.2.

           1.2.4.  "BTO" means build to order.

           1.2.5.  "Client" shall mean Compaq Computer Corporation.

           1.2.6.  "Client Products" means all services and products
                   manufactured, marketed, and distributed by Client under its
                   own brands.

           1.2.7.  "Competitor" means any entity described in Attachment I.

           1.2.8.  "CTO" means configured to order.

           1.2.9.  "Effective Date" means June 16, 1999.

           1.2.10. "Hosting Site" means the installation location of the Server
                   Software.

           1.2.11. "pcOrder System" means pcOrder's collection of compiled data
                   and software which contains information and data used to
                   configure, quote and order Client Products, and determine
                   price and availability of Client Products.

           1.2.12. "Software" means the object code version of certain licensed
                   pcOrder Server Software, Connection Software and Utility
                   Software products specified in Section 3.1, any related User
                   Documentation that pcOrder makes generally available to
                   licensees, and any updates and enhancements of the Software
                   which fix bugs in the Software and all new releases of the
                   Software licensed hereunder which are made available to
                   pcOrder's general client base.

           1.2.13. "User Documenation" means the user documentation for the
                   Software that pcOrder makes generally available to licensees.

2.  LICENSE

  2.1.  Subject to the terms and conditions of this Agreement, pcOrder hereby
        grants to Client a nonexclusive, nontransferable, non-assignable (except
        as set forth in Section 18.2 herein), nonsublicensable (except as set
        forth in subsection 2.1.3), worldwide right and object code license to:


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                                                                    CONFIDENTIAL
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           2.1.1.  use the Server Software at the Hosting Site for the
                   Authorized Use. The Server Software may only be used by
                   Client's and the Affiliates' contractors, employees and
                   agents. Except for the fees set forth in this Agreement,
                   pcOrder shall not charge any other fees to any person to use
                   the Compaq CTO Module Server Software;

           2.1.2.  use the Connection Software for the Authorized Use. The
                   Connection Software may only be used by Authorized Users and
                   Client's and Affiliates' contractors and employees. Except
                   for the fees set forth in this Agreement, pcOrder shall not
                   charge any other fees to any person to use the Connection
                   Software with the Compaq CTO Module;

2.1.3.  _0sublicense the Connection Software to Group I and Group II Authorized
        Users solely for the Authorized Use as specified in Schedule 2. Any such
        sublicense shall be pursuant to the terms and conditions of the
        "Digitized Sublicense Agreement" attached hereto as Attachment A.
        Notwithstanding the foregoing, pcOrder reserves the right to modify such
        Digitized Sublicense Agreement from time to time. Client agrees that
        prior to each such use of the Connection Software such Group I and Group
        II Authorized Users must indicate their agreement to the terms and
        conditions in the "Digitized Sublicense Agreement" by prominently
        displaying: "NOTICE: By installing and/or using this the host system and
        this software you must consent to the TERMS AND CONDITIONS of the
        displayed license agreement which governs your use of the host system
        and software";

           2.1.4.  reproduce and copy the Connection Software for distribution
                   to sublicensees pursuant to Section 2.1.3;

           2.1.5.  allow Client's and Affliates' employees, contractors, and
                   agents and the Authorized Users to access the Server Software
                   at the Hosting Site via the World Wide Web for the Authorized
                   Use. Client agrees that prior to each such use of the Server
                   Software such employees, contractors, agents, and Authorized
                   Users must indicate their agreement to the terms and
                   conditions in the "Digitized Access Agreement" attached
                   hereto as Attachment B by placing on each Web page of the
                   Hosting site that provides access to the Server Software the
                   following link in a type face not smaller than the smallest
                   type face used elsewhere on that page of the Client Web Site:
                   "NOTICE: By accessing the system and software contained in
                   this Web Site, you must consent to the TERMS AND CONDITIONS
                   which govern your use of the system and software" with "TERMS
                   AND CONDITIONS" being displayed as a link to the Digitized
                   Access Agreement. Notwithstanding the foregoing, pcOrder
                   reserves the right to modify such Digitized Sublicense
                   Agreement from time to time;

           2.1.6.  make a reasonable number of copies of the Software for
                   archival and backup purposes consistent with Compaq standard
                   procedures with respect to archival and backup copies,
                   provided, however, that this right to make copies of a
                   particular portion of the Software shall survive termination
                   of this Agreement for only so long as an independent license
                   to use such portion of the Software arising under another
                   subsection of this Agreement survives;

           2.1.7.  to use the VIPER Software solely to enter new information and
                   extract existing information about Client Products (expressly
                   excluding third party product data provided to Client by
                   pcOrder) into and from the pcOrder System for Authorized Use,
                   and in no case to correct existing information entered into
                   the pcOrder System by pcOrder. This use license includes the
                   right to reproduce the VIPER Software only as necessary for
                   the use permitted hereunder;

           2.1.8.  to use the [*] solely in support of Client's internal
                   business operations. This use license is expressly limited to
                   use of the [*] by Client employees, contractors or agents and
                   includes the right to reproduce the [*] only as necessary for
                   the use permitted hereunder; and

           2.1.9.  to use the third party product data provided to Client by
                   pcOrder hereunder solely in conjunction with Authorized Use
                   of the Server Software pursuant to Sections 2.1.1 and 2.1.5.

           2.1.10. Notwithstanding anything in this Section 2.1 to the contrary,
                   Client may use the Server Software (provided however, the
                   Compaq CTO Module is not subject to the restriction cited
                   herein) solely to host (or to have hosted by pcOrder or an
                   outsourcing firm consistent with Section 2.3) e-commerce
                   websites, extranet sites, and intranet sites that meet the
                   following criteria: (a) such sites are identified with,
                   hosted by, and controlled by Client and/or its Affiliates;
                   (b) such sites are not identified with or controlled by any
                   other entity, and (c) at least [*] of the revenue generated
                   by product sales through such sites, if any, is recognized by
                   Client or one of its Affiliates. "Control," as used in this
                   subsection, refers to an entity's control over, for example,
                   which products are made available on the site, the design of
                   the site's user interface, and other similar indicia of
                   authority over what content is provided on the site. The
                   following are express exceptions to the restrictions
                   contained in this subsection 2.1.10:

                   2.1.10.1. Client may use the Server Software for Authorized
                             Use to host (or have hosted by pcOrder or an
                             outsourcing firm consistent with Section 2.3) e-
                             commerce websites sites for [*]. In addition,
                             Client will request that such [*] also include a
                             "pcOrder" trademark on the relevant site, but a
                             [*] refusal to do so will not restrict these
                             activities;

                   2.1.10.2. Client may use the Server Software for Authorized
                             use to host (or have hosted by pcOrder or an
                             outsourcing firm consistent with Section 2.3) [*];
                             and

                   2.1.10.3. Client may use the Server Software to provide [*].

2.2.    All use of the Server Software and the Utility Software as provided
        herein shall be pursuant to transferable or nontransferable user IDs and
        passwords issued by Client or pcOrder.

2.3.    Notwithstanding any provision herein to the contrary, no entity who is a
        Competitor of pcOrder may use the Software for any purpose without
        having first executed a nondisclosure agreement with pcOrder that is
        mutually agreeable to the parties and that contains terms restricting
        the use and disclosure of pcOrder's Confidential Information appropriate
        given the nature of the Confidential Information to be disclosed to such
        entity.

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                                                                    CONFIDENTIAL
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2.4.    Client shall be obligated to ensure that all authorized usage of the
        Software by the Affliates and Client's and Affliates' contractors,
        agents, and outsourcing firms shall be in accordance with the terms and
        conditions herein, and Client shall indemnify pcOrder for all damages
        and costs associated with any breach thereof.

2.5.    Unless otherwise expressly permitted in this Agreement, Client shall
        not: (i) use the Software to process or permit to be processed the data
        for any third party; (ii) use the Software in operation of a service
        bureau; (iii) disassemble, decompile, or reverse engineer the Software;
        (iv) permit any subsidiaries, affiliated entities, or third parties to
        use the Software; or (v) sublicense the Software to any third parties.

2.6.    Client shall include pcOrder's copyright notice, proprietary legend, any
        trademark and service mark attributions, patent marking, and other
        indicia of pcOrder's ownership on all authorized copies of the Software,
        in the content and format as those which were contained on the copy
        originally distributed to Client. Client shall assume all responsibility
        for the quality of the copies made hereunder.

2.7.    In the event Client acquires actual knowledge of copyright infringement,
        trademark infringement, patent infringement, software piracy, or breach
        by any Authorized User of any sublicense granted hereunder or under
        Attachments A and B hereto, Client will promptly notify pcOrder, and/or
        if notified by pcOrder, will make commercially reasonable efforts to
        cooperate with pcOrder to determine the existence and extent of any such
        infringement, piracy, or breach and to remedy same.

2.8.    Client agrees that pcOrder may, upon thirty (30) days prior written
        notice and at its sole expense, enter Client's and its outsourcing
        firm's respective premises to verify Client's compliance with the
        license provisions of this Agreement. pcOrder's inspections shall be
        limited to (i) one (1) annual inspection (unless pcOrder in its
        reasonable judgment determines that it has just cause for multiple
        inspections); (ii) hours that are reasonable and create minimal
        interference with Client's business with its Customers; and (iii) those
        records pertaining to the Software licensed hereunder. pcOrder's rights
        of inspection shall remain in effect through the period ending six (6)
        months from the termination or expiration of this Agreement and any
        applicable Schedule hereunde r.

2.9.    Client shall keep and maintain complete and accurate records in the
        format set forth in Attachment C hereto of each sublicensed Channel
        Partner and Independent Reseller. In the event that the Hosting Site is
        relocated in accordance with Schedule 3, Client shall also keep and
        maintain complete and accurate records of the physical location of any
        copies of the Server Software licensed hereunder.

2.10.  Subject to the terms and conditions of this Agreement, pcOrder hereby
       grants to Client a nonexclusive, nontransferable, non-assignable (except
       as set forth in Section 18.2 herein), nonsublicensable, perpetual,
       worldwide right and source code license to use, modify, display, perform,
       and copy the following software for the following purposes:

         2.10.1. All software developed for Client pursuant to the Consulting
                 Services provided to Client by pcOrder for any purpose
                 whatsoever;

         2.10.2. All Software that is now licensed to Client in object-code
                 form, solely for the purpose of diagnosing and correcting
                 errors in the Software upon release of the Software to Client
                 pursuant to the terms of the Master Preferred Escrow Agreement
                 between pcOrder and Data Securities International, Inc.; and

         2.10.3. Any portions of the Software necessary to implement the New
                 Functionality pursuant to Alternative Development Plans
                 provided pcOrder is in material breach of sections 10.4, 10.5
                 or 10.6 of this Agreement, solely for purposes of developing
                 and implementing the New Functionality and diagnosing and
                 correcting errors in the New Functionality.

3.  LICENSED SOFTWARE, AUTHORIZED USERS, AND GENERAL

  3.1.  The Software as licensed under this Agreement is set forth below and
        described in Attachment D to this Subscription License Agreement:

          3.1.1.Server Software:

                      3.1.1.1. Compaq CTO Module. Only the following modules are
                               provided and only with the functionality defined
                               in Attachment D which is required to support the
                               Compaq CTO Module: (i) Catalog; (ii)
                               Configuration; (iii) Pricing; (iv) Availability;
                               (v) Quote; and (vi) Order; and

                      3.1.1.2. pcOrder Web Storefront software; and

                      3.1.1.3. the additional Server Software listed on
                               Attachment E; and all future versions of the
                               Server Software made generally available by
                               pcOrder to its licensees.

          3.1.2.Connection Software.

                      3.1.2.1. pcOrder Windows 32 VB client software; and

                      3.1.2.2. all future versions of the Connection Software
                               made generally available by pcOrder to its
                               licensees.

          3.1.3.Utility Software.

                      3.1.3.1. PcOrder VIPER 3.0; and
                      3.1.3.2. [*] ; and
                      3.1.3.3. all future versions of the Utility Software made
                               generally available by pcOrder to its licensees.

3.2.    The types of Authorized Users under this Agreement are as set forth
        below:

                                       3
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                                                                    CONFIDENTIAL
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           3.2.1.Group I: Channel Partners who are mutual clients of Client and
                 pcOrder and currently using a pcOrder Solution and other
                 Channel Partners of Client and the Affliates and customers of
                 the Channel Partners who purchase Client Products from such
                 Channel Partners.

           3.2.2.Group II: Independent Resellers and customers of the
                 Independent Resellers which include corporate accounts who
                 purchase Client Products from such Independent Resellers.

           3.2.3.Group III: Client's Corporate Accounts which consist of Fortune
                 1000 and small-medium businesses who purchase Client Products
                 from Client or from one of Client's Channel Partners.

           3.2.4.Group IV:  Client's customers and potential customers.

4.  SUBSCRIPTION LICENSE FEES

  4.1.  Client shall pay to pcOrder within forty five (45) days of each of the
        Effective Date and [*] thereof [*] as the Annual Subscription License
        Fee for the Software.

  4.2.  If this Agreement is extended for a first Renewal Term pursuant to
        Section 14.1, Client shall pay to pcOrder within forty five (45) days
        of[*] of the Effective Date [*] as the Annual Subscription License Fee
        for the Software. If this Agreement is extended for a second Renewal
        Term pursuant to Section 14.1, Client shall pay to pcOrder within forty
        five (45) days of [*] of the Effective Date [*] as the Annual
        Subscription License Fee for the Software. Thereafter, Client may extend
        this Agreement by paying to pcOrder within forty five (45) days of each
        subsequent anniversary of the Effective Date an amount that is equal to
        100.0 % plus or minus the U.S. Consumer Price Index percentage for the
        previous calendar year times the prior year's Annual Subscription
        License Fee for the Software, but in any event the amount paid to
        pcOrder for such Renewal Term shall not be more than 110.0% of the prior
        year's Annual Subscription License Fee for the Software.

  4.3.  In addition to the Annual Subscription License Fees payable hereunder,
        Client shall pay to pcOrder, as an incentive to accelerate the
        development of certain new versions of the Software (the "New
        Versions"), the additional fees specified in this section if pcOrder
        meets the delivery deadlines specified in this section.

           4.3.1.If pcOrder delivers [*] to Client by [*] and it is accepted by
                 Client pursuant to Section 4.3.6, Client shall pay to
                 pcOrder[*].

           4.3.2.If pcOrder delivers [*] to Client by [*] and it is thereafter
                 accepted by Client pursuant to Section 4.3.6, Client shall pay
                 to pcOrder[*].

           4.3.3.If pcOrder delivers [*] to Client by [*] and it is thereafter
                 accepted by Client pursuant to Section 4.3.6, Client shall pay
                 to pcOrder[*].

           4.3.4.If pcOrder delivers [*] to Client by [*] and it is thereafter
                 accepted by Client pursuant to Section 4.3.6, Client shall pay
                 to pcOrder[*].

           4.3.5._All payments due under this Section 4.3 shall be due and
                 payable on acceptance of the applicable New Version, but as a
                 courtesy to Client, pcOrder agrees not to invoice Client for
                 the sums payable under this Section 4.3 before [*] or, in the
                 case of [*], before [*] and any such invoices shall be
                 paid by Client within forty-five (45) days after their
                 respective invoice date(s).

           4.3.6.The parties shall follow the following procedure with respect
                 to acceptance of each New Version delivered to Client pursuant
                 to this Section 4.3.

                   (a)  Upon delivery, pcOrder shall notify Client's Project
                        Manager [*] that the New Version materially meets each
                        of the applicable acceptance criteria set forth in
                        Attachment F (the "Acceptance Criteria");

                   (b)  Client's Project Manager shall have fifteen (15) days
                        from such notification ("Acceptance Period") to evaluate
                        the New Version in accordance with the applicable
                        Acceptance Criteria. Such evaluation shall use mutually
                        acceptable test data ("Test Data");

                   (c)  If the New Version fails to materially meet each of the
                        applicable Acceptance Criteria, Client's Project Manager
                        shall notify pcOrder's Acceptance Contact in writing of
                        such failure within the Acceptance Period. Any such
                        failure notification shall identify with specificity the
                        portion(s) of the Acceptance Criteria which the New
                        Version failed to materially meet. Otherwise, the
                        software shall be deemed to have been accepted as of the
                        day following the Acceptance Period.

                   (d)  In the event Client's Project Manager provides pcOrder's
                        Acceptance Contact [*] with such New Version failure
                        notification, pcOrder shall have fifteen (15) days to
                        cure ("Cure Period") such failure. pcOrder shall be
                        entitled to the bonus for a particular New Version
                        specified in this Section 4.3 only if Client accepts a
                        version of such New Version that is delivered to Client
                        on or before the final day of such first Cure Period.
                        After such first Cure Period, however, acceptance steps
                        (a) through (c) shall be repeated until acceptance
                        occurs, but in no case more than twice. The parties
                        agree that with respect to the acceptance process for
                        OrderServer 2.1, the fifteen-day time periods for
                        evaluation and cure established by subsections (a)
                        through (d) shall not apply and that the parties will
                        work cooperatively to evaluate OrderServer 2.1 and cure
                        any identified failures to materially meet each of the
                        applicable Acceptance Criteria.

                   (e)  Notwithstanding any contrary provision of this
                        Agreement, the New Version shall be deemed accepted if
                        (1) pcOrder can adequately demonstrate to Client that
                        failure to materially meet each of the applicable
                        Acceptance


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                                                                    CONFIDENTIAL
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                        Criteria was a result of failure of Client to follow all
                        operational instructions supplied by pcOrder or
                        modifications to the software without the express
                        authorization of pcOrder, (2) if Client uses the New
                        Version to support a "live" e-commerce website (e.g., a
                        site which is made available to users other than for the
                        limited purposes of development or beta testing of the
                        site),, or (3) Client has not terminated this Agreement
                        pursuant to Section 14.2.4 or Section 14.2.5 by[*].

                   (f)  Client may change its Project Manager and pcOrder may
                        change its Acceptance Contact upon five days prior
                        written notice to the other party.

4.4  The parties shall jointly perform a stress test of CommerceStation 2.0 and
     OrderServer 2.0, when the software is delivered to Client. The purpose of
     this stress test will be to analyze application performance and scalability
     under anticipated user loads.

5.  PAYMENT

  5.1.  The fees and other amounts required to be paid hereunder do not include
        any amount for taxes, duties, or levies (including interest and
        penalties). Client shall reimburse pcOrder for all sales, use, excise,
        property, or other taxes, levies, or duties pcOrder is required to
        collect or remit to applicable tax authorities. Client is not
        responsible for pcOrder's income or franchise taxes.

  5.2.  All dollar amounts listed in this Agreement are in US Dollars, and all
        payments by Client to pcOrder shall be made in US Dollars.

  5.3.  Additional Services, Data Maintenance Services, and Application Hosting
        Services (collectively "Services") provided by pcOrder shall be at the
        pricing set forth in this Agreement or as mutually agreed to by the
        parties.

  5.4.  Client shall reimburse pcOrder, in accordance with Client's standard
        expense policies, for reasonable expenses incurred in the performance of
        Services which are related to travel, lodging, and meals. Such expenses,
        when incurred by pcOrder nonbillable employees, shall be preapproved by
        Client. Such expenses are not included in the fees specified in this
        Agreement.

6.  DEPLOYMENT

  6.1   pcOrder will during the Term of this Agreement assign a dedicated
        deployment engineer to Client's account for technical support.

  6.2   Channel Partner/Reseller Integrations: Unless otherwise agreed in
        writing by the parties, whenever Client hires and pays pcOrder to create
        a custom program (pursuant to sections 7.0 and 12.0) to integrate
        pcOrder Software into the back-office systems of a Channel Partner based
        outside of the United States and the ownership of such custom program is
        assigned to pcOrder, pcOrder shall not make such custom program
        available to any other computer product manfacturer or computer product
        reseller until [*] following the date that the integration has been
        successfully implemented on Client's behalf.

7.  PROFESSIONAL CONSULTING SERVICES

  7.1. pcOrder agrees to provide mutually agreed upon professional consulting
       services (the "Consulting Services"), which may include software
       development, integration, implementation, customization, data
       integration, training, and modeling of Client Products to the extent such
       Client Products are supported by pcOrder pursuant to Schedule 2 (Data
       Maintenance Services). These Consulting Services shall be provided in
       accordance with the terms and conditions applicable in this Agreement,
       including Section 18.12, and are more specifically described in
       Schedule 1.

  7.2. pcOrder will provide resources and use qualified employees and/or
       consultants as it deems necessary to perform the Consulting Services.

  7.3. pcOrder shall provide Train the Trainer training and the on-site training
       at the rates specified in Schedule 1.

8.  DATA MAINTENANCE SERVICES

  8.1. In consideration of Client's payment to pcOrder of the applicable fees
       specified in Schedule 2, pcOrder shall provide the Data Maintenance
       Services specified in Schedule 2 in accordance with the terms and
       conditions applicable in this Agreement including Section 18.12.

  8.2. The fees applicable to such Data Maintenance Services shall be specified
       in Schedule 2.

9.  APPLICATION HOSTING SERVICES

  9.1. In consideration of Client's payment to pcOrder of the fees specified in
       Schedule 3, pcOrder shall provide Client the Application Hosting Services
       specified in Schedule 3 under the terms applicable in this Agreement
       including Section 18.12.

  9.2. Hosting Site.

          9.2.1. The initial Hosting Site shall be on servers located at
                 pcOrder's location.

          9.2.2. Client may change the Hosting Site in accordance with the terms
                 and conditions of Schedule 3.

  9.3. Client shall provide the Required Hardware systems set forth in
       Attachment A to Schedule 3 in quantities deemed necessary by pcOrder to
       support the licensed use of the Server Software. Client shall provide the
       Required Hardware for as long as the Hosting Site is at pcOrder's
       location and at no cost to pcOrder. The applicable Client limited
       warranty statement is included with each piece of Required Hardware
       shipped to pcOrder. EXCEPT FOR THE WARRANTY SET FORTH IN THE COMPAQ
       LIMITED WARRANTY STATEMENT, Client MAKES NO WARRANTIES OR REPRESENTATIONS
       WITH RESPECT TO THE PERFORMANCE OF required hardware. ALL IMPLIED
       WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
       MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY
       DISCLAIMED. THE LIABILITY OF Client FOR DAMAGES CAUSED BY DEFECTIVE
       required hardware IS LIMITED TO THE TERMS OF THE LIMITED WARRANTY
       STATEMENT.

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  9.4.  At no cost to pcOrder, Client shall upgrade and/or increase the Required
        Hardware as deemed necessary from time to time by pcOrder in accordance
        with reasonable analysis of the Required Hardware's ability to support
        then current and reasonably expected near term usage of the Server
        Software.

  9.5.  In the event Client elects to transfer the Hosting Site pursuant to
        Schedule 3, Client shall provide the software requirements set forth in
        Attachment A to Schedule 3 prior to transferring the Hosting Site.

10.  MAINTENANCE AND SUPPORT

  10.1. In consideration of Client's payment to pcOrder of the applicable
        Subscription License Fees, pcOrder shall provide the maintenance and
        support services listed in this Section 10 (the "Maintenance and Support
        Services") for the period commencing on the Effective Date and
        terminating upon termination of the Agreement.

  10.2. pcOrder shall provide Client with the following Maintenance and Support
        Services for the Software:

           10.2.1. Use all commercially reasonable efforts to provide Client
                   with available solutions and corrections for reported
                   problems, which are replicated and diagnosed by pcOrder as
                   substantial defects in the Software, so that the Software
                   materially conforms with any applicable User Documentation
                   and the performance metrics set forth in Attachment G.
                   Support is limited to telephone and e-mail support to ten
                   (10) Client contacts whom Client has designated in writing
                   (or via e-mail) as Client's support representatives (the
                   "Support Representatives) and does not include onsite support
                   at Customer's or Client's location;

           10.2.2. Provide reasonable telephone support twenty four (24) hours
                   per day, seven (7) days per week inclusive of holidays
                   observed by pcOrder, in response to calls and e-mail from the
                   Support Representatives; and

           10.2.3. Provide, at no additional charge, any updates and
                   enhancements of the Software which fix bugs in the Software
                   and all new releases of the Software as licensed hereunder
                   which are made available to pcOrder's general client base.

           10.2.4. pcOrder shall respond to calls and e-mails from the Support
                   Representatives within the response times as set forth in
                   Attachment H and shall use commercially reasonable efforts to
                   provide corrections to errors to the Support Representatives
                   within the correction times as set forth in Attachment H. All
                   such time periods shall be calculated from pcOrder's receipt,
                   during the hours during which Support is provided pursuant to
                   Section 10.2.2, of a call or e-mail from a Support
                   Representative.

           10.2.5. pcOrder will place no limit on the number of incidents that
                   Client may report, pcOrder will grant Client unlimited access
                   to on-line issue tracking and call status reports, pcOrder
                   will assign a dedicated deployment engineer to Client's
                   account pursuant to Section 6.1, and pcOrder will provide
                   Client with toll-free access for support telephone calls.

  10.3. To assist pcOrder in performance of its maintenance and support
        obligations, Client shall provide pcOrder with the following:

           10.3.1. The names of its designated Support Representatives within
                   twenty (20) business days from the Effective Date;

           10.3.2. All information and materials reasonably requested by pcOrder
                   for use in replicating, diagnosing, and correcting a
                   particular problem reported by Client; and

           10.3.3. pcOrder shall not be obligated to provide Maintenance and
                   Support Services for any software other than pcOrder's
                   standard Software which is released for the use of pcOrder's
                   general client base or has been modified for Client's use
                   pursuant to its Consulting Services provided that pcOrder has
                   indicated in writing its intention to include such
                   modification in a general release of Software to its
                   licensees. Unless expressly and mutually agreed, pcOrder will
                   not maintain and support any other software which has been
                   developed, customized or modified for Client by pcOrder or
                   any third party.

  10.4. pcOrder is responsible for scheduling quarterly meetings with Client in
        order to review and discuss [*]. Client will provide input on technology
        direction and prioritized product enhancement requests for software
        licensed under this Agreement. Client and pcOrder will jointly agree to
        a [*] and timeframes.

  10.5. If pcOrder agrees in [*] to deliver new functionality within a specified
        timeframe (the "New Functionality"), the parties will follow the
        acceptance procedure set forth in Section 4.3.6, unless an alternative
        acceptance procedure is agreed to by the parties in [*]. If, after the
        completion of the acceptance procedure, the New Functionality has not
        been accepted, Client may, in its reasonable discretion, specify and
        require the establishment a revised plan for the further development of
        the New Functionality ( an "Alternative Development Plan"). An
        Alternative Development Plan may include development efforts by pcOrder,
        development efforts by Client, or joint development efforts as
        appropriate. Client may, in its reasonable discretion, require under any
        Alternative Development Plan substantial Client participation in such
        further development efforts regarding the New Functionality. Client,
        may, in its reasonable discretion, involve a third party that is not a
        Competitor of pcOrder and that is mutually agreeable to the parties in
        such further development efforts (each, a "Third Party Developer"),
        provided that such Third Party Developer executes a nondisclosure
        agreement with pcOrder that is mutually agreeable to the parties and
        that contains terms restricting the use and disclosure of pcOrder's
        Confidential Information appropriate given the nature of the
        Confidential Information to be disclosed to such Third Party Developer.

  10.6. Each Alternative Development Plan involving Client or Third Party
        Developer participation shall contain a section describing the technical
        information regarding the Software to which pcOrder shall provide Client
        or the Third Party Developer with access in association with such
        further development efforts. Such technical information shall consist of
        the technical information reasonably necessary for a software developer
        of reasonable skill to complete and deliver the New Functionality. Such
        technical information shall include, where appropriate, documentation,
        specifications for applications programming interfaces, and, if
        necessary, source code for relevant portions of the Software. All such
        technical information shall be deemed to be pcOrder Confidential
        Information and access to such technical information shall be restricted
        to pcOrder's facility in Austin, Texas. All such technical information


                                       6
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                                                                    CONFIDENTIAL
                                                                    ------------



        shall be used by Client or the Third Party Developer for the sole
        purpose of developing and testing the New Functionality. Should Client
        determine during the course of such further development efforts that
        access to additional pcOrder technical information is reasonably
        necessary to complete development of the New Functionality, Client shall
        so notify pcOrder and the parties shall meet to determine appropriate
        modifications to the Alternative Development Plan.

  10.7. Client shall own all rights, title, and interest in any modifications to
        the existing source code for the Software that are necessary in order to
        implement the New Functionality and that are developed by Client (or any
        Third Party Developer), pursuant to Sections 10.5 and 10.6. Upon
        completion of the development process, Client and pcOrder shall meet to
        determine jointly what materials, including portions of source code, are
        reasonably necessary for a software developer of reasonable skill to
        install and diagnose and correct errors in the modified source code, and
        pcOrder hereby grants Client permission to remove such materials from
        pcOrder's facility and hereby grants to Client a nonexclusive,
        nontransferable, nonassignable (except as set forth in Section 18.2
        herein), nonsublicensable, worldwide license to use such materials to
        install and diagnose and correct errors in the modified source code and
        Software. Neither party shall be precluded from or liable for using
        information to which such party was given access by the other party
        during the implementation of any Alternative Development Plan that
        remains in the unaided memories of its employees and contractors for
        purposes of enhancing or correcting errors in the Software.

  10.8. Within thirty (30) days of the Effective Date, pcOrder shall designate
        Client as a "Preferred Beneficiary" of the Master Preferred Escrow
        Agreement between pcOrder and Data Securities International, Inc.
        pcOrder will deposit into escrow the source code of any new release of
        the Software within thirty (30) days of pcOrder's general commercial
        release of such new release. For the parties reference, a copy of this
        Master Preferred Escrow Agreement is appended hereto as Attachment J. In
        addition, the parties agree that the Master Escrow Agreement is hereby
        amended as follows:

          .  Section 7.3 of the Escrow Agreement regarding arbitration shall not
             apply.

          .  The parties consent to the state and federal courts of Travis
             County, Texas as the exclusive jurisdiction and venue for
             resolution of disputes arising under and relating to the Master
             Preferred Escrow Agreement.

          .  Section 4.2 is modified to state that Preferred Beneficiary shall
             provide written notice to pcOrder at the same time it provides
             written notice to DSI.

          .  Section 4.3 is modified to state that Contrary Instructions must be
             supported by a court order to prevent a release of the Deposited
             Materials within the required ten (10) business day period. The
             parties agree that a release of source code that was not called for
             by the Master Preferred Escrow Agreement would result in imminent
             irreparable injury to pcOrder and therefore the entry of temporary
             injunctive relief to prevent such a release will be appropriate if
             pcOrder demonstrates a likelihood of success on the merits in
             showing that a "Release Condition" (as defined therein) had not
             occurred in applying for a court order pursuant to this Section.

          .  DSI will be also be made a party to and be bound by the terms of
             this amendment to the Master Escrow Agreement.

11.  CLIENT'S RESPONSIBILITIES

 11.1.  Client agrees:

            11.1.1. Client is responsible for securing formal, written
                    commitment of prospective Authorized Users to participate in
                    any deployment of the Software and to accept and permit any
                    necessary modifications to their pcOrder-powered solution
                    applications or other electronic commerce applications and
                    data before pcOrder contacts such Authorized Users and
                    begins deployment of the Software capability via such
                    applications. Client shall promptly notify pcOrder upon
                    securing such commitment in the format set forth in
                    Attachment C hereto.

            11.1.2. To pursue mutually acceptable joint marketing including
                    issuance of a joint press release within fifteen (15) days
                    of the Effective Date which is mutually acceptable to
                    pcOrder and Client and announces the strategic relationship
                    between pcOrder and Client in the context of Client's
                    overall corporate and worldwide objectives. Client agrees to
                    use reasonable commercial efforts to obtain approval from
                    its subsidiary, the AltaVista Company, and any other
                    approvals that may be necessasry to include in such press
                    release a specific reference to the AltaVista Company and
                    its shopping.com division. Client agrees to issue a joint
                    press release that is mutually acceptable to pcOrder and
                    Client that announces the deployment of the Software, in
                    part or in whole, for the benefit of the AltaVista Company
                    prior to actually deploying the Software, in part or in
                    whole, for the benefit of the AltaVista Company.

            11.1.3. To endorse a written testimonial, acceptable to Client,
                    promptly after the successful deployment of the Software
                    which outlines the benefits of pcOrder's services received
                    by Client with regard to Client's overall corporate and
                    worldwide objectives and detailing the relationship between
                    the parties.

            11.1.4. To have joint meetings with the press promptly after the
                    successful deployment of the Software to promote the
                    benefits of the pcOrder/Client partnership with regard to
                    Client's overall corporate and worldwide objectives.

            11.1.5. To provide references/recommendations to other pcOrder
                    prospective customers who are not direct competitors of
                    Client.

            11.1.6. Client shall retain records of all input, configurations,
                    quotations, and orders pertaining to Client's and Authorized
                    User's access to and use of the pcOrder System. Client shall
                    provide pcOrder access to such records in aggregated form
                    pursuant to a process that is mutually agreeable to the
                    parties. pcOrder may not publish or otherwise disclose
                    aggregate data pertaining to such access and use if the
                    proportion of Client's data represents more than Client's
                    approximate market share (as determined by reference to
                    standard industry sources) of the aggregate data approved by
                    pcOrder's other clients for publication.

                                       7
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                                                                    CONFIDENTIAL
                                                                    ------------


            11.1.7. Client shall use `reasonable efforts' to assist pcOrder in
                    establishing direct formal relationships with its major
                    partners (suppliers and Customers) to provide information
                    into the pcOrder system.

            11.1.8. To provide Client Product data and to support real-time
                    pricing, availability, and ordering integration (including
                    order status integration when available) for the pcOrder
                    system to ensure that the highest possible quality of Client
                    Product data is provided to users of pcOrder systems.

  11.2. Client shall receive membership in pcOrder's ChannelTrack Program in
        accordance with pcOrder's standard terms and conditions and receive the
        full benefits thereof including receipt of ChannelTrack Program analysis
        tools.

  11.3. Client acknowledges that pcOrder's ability to provide the Services under
        this Agreement is dependent on Client's timely supplying a leased line
        between Client's facilities and pcOrder's facility in Austin, Texas, and
        other lines as are mutually deemed necessary for performance of the
        Services herein. The preferred line is a T1 type, but at a minimum, 56K,
        set up, paid for, and maintained by Client.

  11.4. Client shall place a "Powered by pcOrder" logo ("Logo"), to be provided
        by pcOrder, in the bottom portion of the appropriate Client World Wide
        Web pages, such determination as to which webpages are appropriate to be
        made in Client's reasonable discretion, and Windows Client Application
        that contains access to the Software provided that such logo placement
        does not violate Client's channel partner/customer's standard electronic
        commerce/web-page guidelines. The Logo, when so placed by Client, shall
        occupy an area approximately 88x31 pixels.

  11.5. To the extent required by pcOrder, Client will make available to pcOrder
        certain of its facilities, computer resources, software programs,
        personnel, and business information as are reasonably required to
        perform any Services hereunder. While on Client's premises, pcOrder and
        its third party contractor(s) agree to comply at all times with Client's
        rules and regulations regarding safety, security, conduct, and
        operational procedures and practices that are communicated to pcOrder.

12.  OWNERSHIP

Unless expressly agreed otherwise in this Agreement, pcOrder and its licensors
retain all rights, title, and interest in and to the Software, Documentation,
and training materials for the Software, and Client acknowledges that it does
not acquire any rights, express or implied, therein.  If Client suggests,
without commissioning pcOrder to develop through Consulting Services, any new
features, functionality, or performance improvements for the Software that
pcOrder subsequently incorporates into the Software, such new features,
functionality, or performance improvements shall be the sole and exclusive
property of pcOrder and shall be free from any confidentiality restrictions that
might otherwise be imposed on pcOrder pursuant to Section 13.

Unless expressly agreed with regards to any custom programs developed for Client
by pcOrder, Client shall be vested with all rights, title, and interest in and
to the customer programs, all copies thereof, source code and other materials
provided to Client by pcOrder, including, without limitation, any custom program
enhancements or modifications, and all copyright, trade secret, patent, and
other rights relating thereto, expressly excluding any rights, title, or
interest to any applications programming interface to any component of the
Software ("API"), as implemented in any such custom program, in source code or
object code form, or as described in documentation.  Unless expressly agreed
otherwise, all such APIs shall be treated as pcOrder Confidential Information.
pcOrder hereby grants and agrees to grant to Client a nonexclusive,
nontransferable, non-assignable (except as set forth in Section 18.2),
nonsublicensable, worldwide license to use any such API solely as such API is
implemented in any such custom program for the internal business purpose of
Client and its Affiliates. Notwithstanding the foregoing, pcOrder shall be
vested with, and Client hereby assigns and agrees to assign to pcOrder, all
rights, title, and interest in and to any such custom programs that (a) the
parties agree are appropriate for pcOrder to include in a general release of the
Software to its licensees, (b) are integrations to Channel Partner back-office
systems, or (c) are integrations between any component of the Software and any
product of the following entities or their affiliates:  SAP AG, Siebel Systems,
Inc., i2, and Vignette. The parties may mutually agree on a per Assignment
Order basis and under mutually acceptable terms and conditions to grant
ownership of modifications to the Software developed for Client under such
Assignment Order to pcOrder.

13.  CONFIDENTIALITY

  13.1. "Confidential Information" includes all information disclosed by the
        parties, before or after the Effective Date, and generally not publicly
        known, whether tangible or intangible and in whatever form or medium
        provided, as well as any information generated by the parties to the
        extent that it contains, reflects, or is derived from Confidential
        Information, provided that tangible Confidential Information shall
        include only the Software, User Documentation, training materials and
        security procedure information delivered to Client by pcOrder and marked
        as "confidential" or the like, and any other information or materials
        that are marked as "confidential" or the like at the time of their
        disclosure. The terms and conditions of this Agreement are Confidential
        Information; however, the existence of this Agreement is not
        Confidential Information. All Confidential Information of pcOrder and
        Client is proprietary to pcOrder (or its third party licensors) and
        Client, respectively, and includes trade secrets and the unpublished
        copyrighted material of pcOrder and its third party licensors and
        Client. Except as expressly permitted in this Agreement, neither party
        may copy, reproduce, or distribute the Confidential Information of the
        other party, and neither party shall sell, lease, license, assign,
        transfer, or disclose the other party's Confidential Information to any
        third party. Each party shall protect the other party's Confidential
        Information by using the same degree of care but no less than a
        reasonable degree of care as it uses to safeguard its own confidential
        or proprietary information of a like nature from unauthorized use,
        disclosure, or dissemination. Client shall not reverse engineer the
        Software, or disassemble, decompile, or apply any procedure or process
        to the Software in order to ascertain, derive, and/or appropriate for
        any reason or purpose, the source code or source listings for the
        Software, any trade secret information, process, or other Confidential
        Information contained in the Software.

                                       8
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------


  13.2. The Software and pcOrder's method of representation of modeled data and
        "constraint based" configuration approach and concept, as well as that
        of any third party licensor are also Confidential Information, including
        information relating thereto as given in oral form in pcOrder's training
        classes.

  13.3. Each party agrees to restrict access to the other party's Confidential
        Information to only the Affiliates, and the parties' and Affliates'
        employees and contractors who require such access in the course of their
        assigned duties and responsibilities and who have been informed of the
        obligations of Section 13. The parties agree that their and the
        Affiliates' employees and contractors (including the third parties
        referenced in Section 18.12) who may have access to any Confidential
        Information of the other party will be legally obligated, by a written
        agreement, to preserve the confidentiality of such information under
        terms and conditions no less restrictive than those set forth herein.
        For purposes of this Agreement, the term "access" shall exclusively mean
        access for Authorized Use only and shall not include the ability to copy
        or possess the Software or otherwise control its operation. The parties
        shall make all reasonable efforts to enforce such obligations.

  13.4. Notwithstanding Section 13.3, no contractor who is a competitor of
        pcOrder may have access to pcOrder's Confidential Information.

  13.5. Nothing in this Agreement shall be construed to convey any title or
        ownership rights to the Software or Confidential Information to Client
        or to any patent, copyright, trademark, or trade secret or grant any
        other right, title, or ownership interest to the Confidential
        Information except as may be provided by this Agreement.

  13.6. Without granting any right or license, the foregoing obligations shall
        not apply with respect to a party's Confidential Information which the
        other party can document and that: (i) was in the possession of or known
        by the other party without an obligation of confidentiality prior to
        receipt from the disclosing party, (ii) is or becomes general public
        knowledge through no fault or acts of the other party; (iii) is or
        becomes lawfully available to the other party from a third party without
        an obligation of confidentiality; (iv) is independently developed by the
        other party without use of any Confidential Information; or (v) is
        required to be disclosed pursuant to any law, code or regulation,
        provided the disclosing party is given ten (10) days written notice
        prior to such requirement in order that it may seek a protective order.

14.  TERM AND TERMINATION

  14.1. The Agreement shall remain in effect for [*] from the Effective Date
        unless terminated earlier as described below ("Initial Term"). The
        Agreement shall renew for additional twelve (12) month periods (each, a
        "Renewal Term") at the rates specified herein for such Renewal Terms, or
        if not specified herein, at pcOrder's then-current standard fees for the
        Software and Services, until such time as Client gives pcOrder thirty
        (30) days written notice prior to the end of the Initial Term or the
        then-current Renewal Term of its election not to renew the Subscription
        Licenses.

  14.2. This Agreement and any license issued hereunder and any respective
        Schedule may be respectively terminated earlier in accordance with the
        following:

           14.2.1. By pcOrder if Client fails to make any payments due hereunder
                   within thirty (30) days after pcOrder delivers written notice
                   of such default to Client.

           14.2.2. By either party on thirty (30) days written notice to the
                   other party if the other party fails to perform any material
                   obligation required of it under this Agreement and such
                   failure is not cured within such thirty (30) day period.

           14.2.3. By either party if the other files a petition for bankruptcy
                   or insolvency, has an involuntary petition filed against it,
                   commences an action providing for relief under bankruptcy
                   laws, files for the appointment of a receiver, or is
                   adjudicated a bankrupt concern.

           14.2.4. If [*], [*], and [*] have not been accepted pursuant to
                   Section 4.3.6 by [*] (provided, however, that acceptance
                   pursuant to Section 4.3.6(e)(2) shall not be considered
                   acceptance for purposes of this Section 14.2.4), Client may
                   terminate this Agreement, together with all licenses granted
                   hereunder, by providing written notice of termination to
                   pcOrder on[*] . Termination pursuant to this Section 14.2.4
                   shall be effective as of the first anniversary of the
                   Effective Date. Upon termination pursuant to this Section
                   14.2.4, Client shall be relieved of the obligation to make
                   those payments set forth in Section 4.1 that are due within
                   forty-five (45) days of the first and second anniversaries of
                   the Effective Date, but shall not be relieved of the
                   obligation to make and shall not be entitled to any refund of
                   the payment set forth in Section 4.1 that is due within
                   forty-five (45) days of the Effective Date or any payments
                   paid or payable pursuant to Section 4.3. If this Agreement is
                   not terminated by Client pursuant to this Section 14.2.4
                   on[*] , [*], [*], and [*] shall be deemed accepted on that
                   date if such New Versions have not already been accepted
                   pursuant to Section 4.3.6.

           14.2.5. At any time on or before[*], Client may conduct the
                   performance test set forth in Attachment K on the most recent
                   version of the Software delivered to Client by pcOrder,
                   provided, however, that before such performance test is
                   conducted pcOrder shall be allowed to verify the environment
                   of the test and all other test parameters. If the Software
                   fails to pass such performance test, Client shall provide
                   pcOrder written notice of such failure identifying with
                   specificity the nature of such failure. After receipt of such
                   notice, pcOrder shall have twenty-five (25) days in which to
                   provide Client with a fix remedying the problem. If pcOrder
                   fails to provide such a fix within such twenty-five-day
                   period, Client may terminate this Agreement, together with
                   all licenses granted hereunder, by providing written notice
                   of termination to pcOrder, provided, however, such right to
                   terminate pursuant to this Section 14.2.5 may be exercised
                   only on or before [*] . Termination pursuant to this Section
                   14.2.5 shall be effective as of the first anniversary of the
                   Effective Date. Upon termination pursuant to this Section
                   14.2.5, Client shall be relieved of the obligation to make
                   those payments set forth in Section 4.1 that are due within
                   forty-five (45) days of the first and second anniversaries of
                   the Effective Date, but shall not

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<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------



                   be relieved of the obligation to make and shall not be
                   entitled to any refund of the payment set forth in Section
                   4.1 that is due within forty-five (45) days of the Effective
                   Date or any payments paid or payable pursuant to Section 4.3.

  14.3. The terms and conditions of this Subscription Services Agreement shall
        remain in effect and applicable to any Schedule that remains in effect
        after expiration or termination of this Agreement for the term of any
        such Schedule.

  14.4. With respect to each Software license hereunder, pcOrder may terminate
        Client's license to the particular Software if Client has failed to pay
        any fee due as required under this Agreement. pcOrder may immediately
        terminate any or all licenses hereunder if Client has breached its
        confidentiality obligations as set forth in Section 13 of this
        Agreement.

  14.5. Upon the termination of Client's licenses to any and all Software by
        pcOrder due to material breach of this Agreement by Client or by
        expiration of such licenses by the terms of this Agreement, Client shall
        within five (5) business days stop using the Software and shall return
        to pcOrder, or destroy, all copies thereof, as well as return or destroy
        all copies of pcOrder System User Documentation and related materials
        provided to Client under this Agreement for the Software. Within thirty
        (30) days from the termination of Client's license to such Software in
        accordance with this Section 14.5, Client shall provide pcOrder with a
        written certification signed by an officer of Client that all copies
        thereof have been returned or destroyed and no copies of the Software
        have been retained by Client except for archival and backup copies
        pursuant to Section 2.1.6 of this Agreement. All archival and backup
        copies of the Software shall be destroyed consistent with Client's
        standard procedures with respect to archival and backup copies.

  14.6. Notwithstanding anything to the contrary in Section 14.5, upon
        termination of this Agreement by Client pursuant to Section 14.2.2,
        Client may opt to continue to license the object code version of the
        Software pursuant to the terms of Sections 2, 3, and 4 of this Agreement
        without Maintenance and Support Services and, notwithstanding anything
        herein to the contrary, without any entitlement to future versions of
        the Software not yet delivered to Client, by so specifying in the
        written notice provided to pcOrder pursuant to Section 14.2.2. After
        such termination and notice, pcOrder shall discount all Annual
        Subscription License Fees to be paid thereafter pursuant to the terms of
        Section 4.2 by[*].

15.  WARRANTY AND REMEDIES

  15.1. Each party represents and warrants to the other that it has the right to
        enter into this Agreement and to perform its obligations under this
        Agreement. Without limitation, pcOrder represents and warrants that it
        has the right to grant to Client licenses as provided herein. Each party
        represents and warrants that it has the right to disclose to the other
        and grant the other party access to the information disclosed under the
        terms of this Agreement. pcOrder represents, to the best of its
        knowledge, that the Software does not infringe any patent or copyright
        or violate any other proprietary rights of a third party.

  15.2. Information and data provided by pcOrder to Client through the Data
        Maintenance Services is provided "AS IS" and is not verified or
        expressly or implicitly warranted by pcOrder. pcOrder does not represent
        that the information obtained is error free and shall not be liable or
        responsible for any pricing, configuration, availability, or other
        errors contained in any information provided to Client or Authorized
        Users.

  15.3. Except as otherwise provided on a Schedule, pcOrder warrants that the
        Software will materially conform with the specifications set forth in
        the User Documentation and Attachment D for a period of ninety (90) days
        from the date that the Software Acceptance Crteria specified in
        Attachment D hereto establishes that the Software is performing
        satisfactorily. Should the Software fail to materially conform to the
        specifications during the Warranty Period, Client shall promptly notify
        pcOrder in writing of such nonconformance. To the extent that the
        nonconformance exists in a current, unaltered release of the Software,
        pcOrder shall, at its own cost and expense, make every commercially
        reasonable effort to correct the nonconformance or, if necessary, to
        replace the nonconforming Software.

          15.3.B pcOrder warrants that the Software, when used in accordance
               with the applicable Documentation, will perform the functions
               specified in such Documentation when processing calendar dates
               falling before, on, or after January 1, 2000, including February
               29, 2000 and dates thereafter, and will not produce a material
               Severity Level 1 or 2 failure (as defined in Attachment H) and
               will not produce invalid or incorrect results relative to
               calendar year and leap year calculations.

  15.4. pcOrder warrants that all services performed under the Agreement shall
        be performed in a workmanlike and professional manner by its employees
        or by third party contractors.

  15.5. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, PCORDER MAKES NO OTHER
        WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED
        WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
        NONINFRINGEMENT.

  15.6. Notwithstanding Sections 15.1, 15.2, and 15.4, any express, implied, or
        statutory warranties arising under this Agreement are VOID if Client has
        made changes to the Software or permitted any changes to be made other
        than by or with the express, written approval of pcOrder.

16.  INFRINGEMENT

  16.1. pcOrder agrees to indemnify, defend, and hold Client harmless from any
        and all claims, damages, costs, expenses (including, but not limited to,
        reasonable attorney's fees and costs) or liabilities that may result, in
        whole or in part, or arise out of any legal action based on any claim
        that any Software or custom program delivered by pcOrder to Client
        ("Delivered Program") infringes a copyright, patent, trade secret, or
        other proprietary right of a third party. Such obligation is subject to
        the following conditions:

           16.1.1. Client must notify pcOrder in writing promptly after Client
                   becomes aware of a claim.

           16.1.2. The parties agree to cooperate in good faith in the defense
                   of any legal action or suit brought by third parties based on
                   any claim that the Delivered Program violates or infringes
                   upon the existing rights of any third party.






                                       10
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                                                                    CONFIDENTIAL
                                                                    ------------


           16.1.3. pcOrder has sole control of the settlement, compromise,
                   negotiation, and defense of any such action. Client may elect
                   to participate in any such action with an attorney of its own
                   choice and at its own expense; however, with regard to the
                   infringement claim and the defense and/or litigation thereof,
                   pcOrder shall remain in sole control.

           16.1.4. pcOrder may, at its sole option, obtain the right for Client
                   to continue using the Delivered Program for the remaining
                   portion of the term, or replace or modify the Delivered
                   Program so it is no longer infringing and is functionally
                   equivalent to the infringing Delivered Program. If pcOrder is
                   unable to, or if it is commercially unreasonable for pcOrder
                   to provide Client with a non-infringing Delivered Program,
                   pcOrder will provide Client, a refund of the most recent
                   Annual Subscription License Fee actually paid to pcOrder, and
                   Client may terminate this Agreement.

           16.1.5. The foregoing indemnity shall not apply to any infringement
                   claim to the extent that the claim arises from (i) a
                   Delivered Program which has been modified by Client or any
                   third party without pcOrder's express written consent where
                   such modification gave rise to the infringement claim; (ii)
                   Client's use of the Delivered Program in conjunction with
                   Client's data where use with such data gave rise to the
                   infringement claim, provided that the Delivered Program could
                   be used for its intended purpose with a non-infringing form
                   of the data; (iii) Client's use of the Delivered Program with
                   other software or hardware (but expressly excluding from such
                   other software and hardware Microsoft's Windows NT operating
                   system and SQL Server database management program), where use
                   with such other software or hardware gave rise to the
                   infringement claim; (iv) a custom program delivered by
                   pcOrder to Client to the extent that the infringement claim
                   arises from any information or materials incorporated into
                   the custom program that was specified, prepared, or
                   contributed by any entity other than pcOrder or a contractor
                   of pcOrder, including but not limited to specifications,
                   documentation, and source or object code; or (v) Client's
                   unauthorized use of the Delivered Program.

  16.2.  SECTION 16 STATES THE ENTIRE LIABILITY OF PCORDER WITH RESPECT TO ANY
         CLAIM OF ANY TYPE INFRINGEMENT.

17. LIMITATION OF LIABILITY

  17.1. EXCEPT FOR CLIENT'S OBLIGATIONS UNDER SECTION 2, THE INFRINGEMENT
        INDEMNIFICATION SET FORTH IN SECTION 16 HEREIN, AND THE PARTIES'
        OBLIGATIONS UNDER SECTION 13, THE LIABILITY OF EITHER PARTY TO THE
        OTHER, IN THE AGGREGATE, FOR ANY REASON AND UPON ANY AND ALL CLAIMS AND
        CAUSES OF ACTION INCLUDING CONTRACT, TORT, NEGLIGENCE, OR OTHER CAUSES
        OF ACTION, SHALL BE LIMITED TO [*] . PCORDER'S LIABILITY TO CLIENT WITH
        RESPECT TO ANY PARTICULAR PRODUCT OR DEVELOPMENT PROJECT PURSUANT TO
        SCHEDULE 1, SUCH AS A PROJECT TO DEVELOP A PARTICULAR USER INTERFACE OR
        THIRD PARTY INTEGRATION (WHICH PROJECT MAY INCLUDE ONE OR MORE
        ASSIGNMENT ORDERS), SHALL BE LIMITED TO[*] . NOTWITHSTANDING ANYTHING
        CONTAINED HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR LOST
        PROFITS OR FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
        EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
        NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE. PCORDER FURTHER
        DISCLAIMS ANY LIABILITY FOR ANY PRICING, CONFIGURATION, AVAILABILITY, OR
        OTHER ERROR CONTAINED IN ANY DATA INCLUDING CLIENT DATA OR DATA PROVIDED
        TO AUTHORIZED USERS.

  17.2. Neither party shall be liable for any delay or failure to perform its
        obligations and Services hereunder for causes that are beyond its
        reasonable control. For illustration purposes, and without limiting the
        generality thereof, such causes shall include, but are not limited to,
        acts of nature, floods, fires, loss of electricity or other utilities,
        lack of Client support necessary for the timely provision of Services,
        or delays by Client in providing required software, hardware,
        information, personnel, or performing any other obligation hereunder.
        Additionally, and notwithstanding any provisions or any hardware
        warranty or other agreement provisions to the contrary, pcOrder shall
        not be liable for any delay or failure to perform any of its obligations
        and Services hereunder due to any breach of the applicable Client
        standard, limited warranty statement provided in accordance with Section
        9.3.

18. MISCELLANEOUS

  18.1. This Agreement shall not be amended unless in writing signed by each
        party. All changes to this Agreement shall be made by written amendment
        and any alterations made on the Agreement document itself shall be of no
        force or effect.

  18.2. Neither party may assign this Agreement or any license created hereunder
        by operation of law, change of control, or in any other manner without
        the prior written consent of the other, and such consent shall not be
        unreasonably withheld; provided, however, that such consent shall not be
        required if either party assigns this Agreement in connection with a
        merger, acquisition, or sale of all or substantially all of its assets.
        All other assignments are void. This Agreement shall be binding upon all
        successors and assigns.

  18.3. In the event an action, including arbitration, is brought to enforce any
        provision or declare a breach of this Agreement, the prevailing party
        shall be entitled to recover, in addition to any other amounts awarded,
        reasonable legal and other related costs and expenses, including
        reasonable attorneys' fees, incurred thereby.

  18.4. Each party acknowledges that the other party shall have the right to
        take all reasonable steps to protect its Software, Confidential
        Information, and Client Confidential Information, including, but not
        limited to, injunctive relief and any other remedies as may be available
        at law or in equity in the event the other party does not fulfill its
        obligations under this Agreement.

  18.5. Any notice required under the Agreement shall be given in writing and
        shall be deemed effective upon delivery to the party to whom addressed.
        All notices shall be sent to the applicable address specified on the
        face page hereof or to such other address as the parties may designate
        in writing.

                                       11
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

  18.6. If any term or provision of this Agreement is determined to be invalid
        or unenforceable for any reason, it shall be reformed rather than
        voided, if possible, to achieve the intent of the parties to the fullest
        extent possible. In any event, all other terms and provisions shall be
        deemed valid and enforceable to the maximum extent possible.

  18.7. The Agreement and any related action shall be governed and interpreted
        by the laws of the State of Texas except for the conflict of laws
        provisions thereof.

  18.8. The failure of a party to enforce any provision of this Agreement or any
        Schedule or Exhibit hereto shall not constitute a waiver of such
        provision, remedy, or the right of such party to enforce such provision
        or any other provision.

  18.9. The provisions set forth in Sections 2.1.6, 2.3, 2.4, 2.8, 2.9, 5, 12,
        13, 15, 16, 17, 18.2 through 18.21 of this Subscription Services
        Agreement shall survive termination or expiration of this Agreement and
        any applicable license hereunder.

  18.10.The parties are independent contractors and nothing in the Agreement
        shall be deemed to make a party an agent, employee, partner or joint
        venturer of the other. Neither party shall have authority to bind,
        commit, or otherwise obligate the other party in any manner whatsoever.

  18.11.This Agreement constitutes the entire agreement between the parties with
        respect to the subject matter hereof and supersedes all proposals and
        prior discussions and writings between the parties with respect thereto.

  18.12.pcOrder shall have the right to use third parties in performance of its
        obligations and Services hereunder and, for purposes of the Agreement,
        all references to pcOrder or its employees shall be deemed to include
        such third parties.

  18.13.This Agreement may be signed in one or more counterparts, each of which
        is an original for all purposes but all of which taken together
        constitute only a single instrument.

  18.14.Both parties shall comply with all then-current export and import laws
        and regulations of the United States and such other governments as are
        applicable when using the Software. Both parties hereby certify that
        they will not directly or indirectly export, re-export, transship, or
        transmit the Software, or any portion thereof, or related information,
        media, or products in violation of United States laws and regulations.

  18.15.Both parties agree to comply with all applicable laws, regulations, and
        ordinances relating to its performance under this Agreement.

  18.16.The terms and conditions of any purchase order or other instrument
        issued by Client or pcOrder in connection with this Agreement which are
        in addition to or inconsistent with the terms and conditions of this
        Agreement shall not be binding on either party.

  18.17.pcOrder reserves all rights not specifically granted herein.

  18.18.During the term of this Agreement and for a period of one (1) year
        thereafter, Client and pcOrder agree not to solicit, nor attempt to
        solicit, the services of any employee or contractor of the other party
        without the prior written consent of the other party. Violation of this
        provision shall entitle the adversely affected party to assert
        liquidated damages against the other party equal to one hundred (100)
        percent of the solicited person's new gross annual compensation.

  18.19.Headings are for reference purposes only, have no substantive effect,
        and shall not enter into the interpretation hereof.

  18.20.This Agreement incorporates this Subscription Services Agreement and
        Assignment Orders, Exhibits, Schedules, and Attachments which reference
        this Subscription Services Agreement and are mutually agreed upon in
        writing by authorized representatives of the parties.

  18.21.In the event of a conflict between the terms and conditions of the
        Subscription Services Agreement and any Schedules and Attachments
        thereto, the terms and conditions of the Schedules and Attachments shall
        prevail in that order.

          By signing below, each party acknowledges that it has read,
          understands, and agrees to the terms of this Agreement:



pcOrder.com, Inc.:                        Compaq Computer Corporation:

      /s/ Christina Jones   6/21/99            /s/ Ben K. Wells
     ---------------------------------        ---------------------------
By:  Signature               Date         By:  Signature        Date

     Christina C. Jones                        Ben K. Wells
     -------------------------------           ------------------------
     Name                                      Name

     President & COO                           Chief Financial Officer (Acting)
     --------------------------                --------------------------------
     Title                                     Title    VP, Corporate Treasurer

                                       12
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                 ATTACHMENT A
                    TO THE SUBSCRIPTION SERVICES AGREEMENT

                             SUBLICENSE AGREEMENT

                                    between

                               pcOrder.com, Inc.

                            5001 Plaza on the Lake

                               Austin, TX 78746

                                   "pcOrder"

                                      and

                     [Group I or Group II Authorized User]

                               [address of same]

                                 ("Licensee")



PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE USING
-----------------------------------------------------------------------------
THE PCORDER SOFTWARE.  BY USING THE PCORDER SOFTWARE, YOU AGREE TO BE BOUND BY
------------------------------------------------------------------------------
THE TERMS OF THIS AGREEMENT.   IF THIS AGREEMENT IS NOT ACCEPTABLE TO YOU, DO
-----------------------------------------------------------------------------
NOT INSTALL THE PCORDER SOFTWARE OR ACCESS THE PCORDER SYSTEM AND PROMPTLY
--------------------------------------------------------------------------
RETURN THE PCORDER SOFTWARE TO THE PARTY BY WHOM IT WAS DISTRIBUTED. YOUR USE OF
--------------------------------------------------------------------------------
THE PCORDER SYSTEM IS SUBJECT TO AND CONTINGENT ON YOUR ACCEPTANCE OF THE TERMS
-------------------------------------------------------------------------------
AND CONDITIONS OF THIS AGREEMENT.
---------------------------------

This Digitized License Agreement (this "Agreement') is entered into between you
(either as an individual or an entity) and pcOrder.com, Inc. ("pcOrder").  This
Agreement governs your:  (i) use of the pcOrder software program, related user
documentation, and any fixes, releases, upgrades and new versions or
enhancements which pcOrder may subsequently issue to you (collectively, the
"Software") and (ii) access to pcOrder's configuration, quotation, and lease
financing services system (the "pcOrder system").


1.  LICENSE GRANT AND RIGHT OF USE

    1.1.  Each license granted hereunder shall be a nonexclusive,
          nontransferable, and nonassignable license to use the object code
          version of this Software.

    1.2.  Licensee may use the Software to access the Compaq CTO module for
          purposes of enabling Licensee and its customers to electronically
          configure, obtain prices and quotes for, determine the availability
          of, and electronically order for use, distribution, or reselling
          manufactured, marketed, and distributed products of pcOrder (the
          foregoing activities being hereafter defined as "Electronic
          Commerce").

    1.3.  Licensee may use the Software to perform the configuration-related
          functions described in any applicable documentation, which
          documentation will be provided to Licensee in either hard copy format
          or via an online help format.

    1.4.  The license for the Software granted herein shall be a single user
          license. Only one (1) individual user may access each copy of the
          Software. User IDs and passwords shall be provided by pcOrder or
          pcOrder's third party licensor.

    1.5.  Licensee shall have no right to distribute, sublicense, transfer, or
          assign the Software. If Licensee ceases to require use of the
          Software, Licensee shall destroy or return all copies of the Software
          to pcOrder. Licensee agrees to promptly notify pcOrder if it becomes
          aware of any use of the Software in an unauthorized manner and shall
          cooperate with pcOrder by providing additional information and
          assistance in effecting a resolution of such misuse.

    1.6.  Unless otherwise expressly permitted in this Agreement, Licensee shall
          not: (i) use the Software to process or permit to be processed the
          data for any third party; (ii) use the Software in operation of a
          service bureau; (iii) disassemble, decompile, or reverse engineer the
          Software; (iv) permit any subsidiaries, affiliated entities, or third
          parties to use the Software; (v) sublicense the Software to any third
          parties; or (iv) use this Software for the benefit of any third party.

    1.7.  The term of this Agreement and rights and licenses granted herein
          shall begin upon the date of execution of this Agreement and pcOrder
          may earlier terminate this Agreement upon the termination of pcOrder's
          license agreement with any third-party licensor which owns any
          intellectual property contained in the Software and may terminate
          access and use of the Compaq CTO module upon termination of any
          applicable agreement between pcOrder and Compaq Computer Corporation.

2.  REPRODUCTION and DISTRIBUTION

    2.1.  Subject to the restrictions set forth herein, Licensee may make one
          (1) copy of the Software for archive purposes and backup use in
          emergency situations .

    2.2.  Licensee shall include any copyright notice, proprietary legend, and
          other indicia of ownership on all copies, in the content and format as
          those which were contained on the copy originally distributed to
          Licensee. Licensee shall pay all duplication costs incurred by
          Licensee in making the copy of the Software.

    2.3.  Licensee shall keep and maintain complete and accurate records of each
          copy of the Software.  All such copies shall be owned by pcOrder.

    2.4.  Licensee agrees that pcOrder may, upon thirty (30) days prior written
          notice, enter Licensee's premises to verify Licensee's compliance with
          the provisions of this Agreement. Such inspections shall be limited to
          (i) one annual inspection (unless pcOrder believes that it has just
          cause for multiple inspections); (ii) occurring during Licensee's
          normal business hours; and (iii) strictly limited to those records
          pertaining to the Software licensed hereunder. These rights of
          inspection shall remain in effect through the period ending six (6)
          months from the termination or expiration of this Agreement and any
          applicable license hereunder.

                                       1
<PAGE>

3.  CONFIDENTIALITY

    3.1.  "Proprietary Information" provided to Licensee includes valuable
          confidential information and trade secrets which are proprietary to
          pcOrder or its third party licensor. Proprietary Information includes
          the Software and other related materials furnished by pcOrder and the
          oral and visual information relating thereto. pcOrder's third party
          licensor's method of representation of modeled data and their approach
          to configuration, including the "constraint-based" approach and
          concept are Proprietary confidential information. Nothing in this
          Agreement shall be construed to convey any title or ownership rights
          to the Proprietary Information to Licensee. Licensee shall not sell,
          lease, license, assign, transfer, or disclose the Confidential
          Information to any third party and shall not copy, reproduce or
          distribute the Confidential Information except as expressly permitted
          in this Agreement. Client shall protect the Proprietary Information by
          using the same degree of care but no less than a reasonable degree of
          care as it uses to safeguard its own confidential or proprietary
          information of a like nature from unauthorized use, disclosure, or
          dissemination.

    3.2.  Licensee shall not reverse engineer the Software, or disassemble,
          decompile, or otherwise apply any procedure or process to the Software
          in order to ascertain, derive, and/or appropriate for any reason or
          purpose, the source code or source listings for the Software or any
          algorithm process or procedure or trade secret information contained
          in the Software.

    3.3.  Licensee agrees to restrict access to the Proprietary Information only
          to employees who require access in the course of their assigned duties
          and responsibilities and have agreed in writing to be bound by
          provisions no less restrictive than those set forth in this Section 3.

    3.4.  Nothing in this Agreement shall be construed to convey any title or
          ownership rights to the Proprietary Information to Licensee or to any
          patent, copyright, trademark, or trade secret or grant any other
          right, title, or ownership interest to the Confidential Information
          except as may be provided by this Agreement.

    3.5.  Without granting any right or license, Confidential information shall
          not include any information which the receiving party can document
          and: (i) was in the possession of or known by the other party without
          an obligation of confidentiality prior to receipt from the disclosing
          party, or (ii) is or becomes general public knowledge through no fault
          or acts of the other party; (iii) is or becomes lawfully available to
          the other party from a third party without an obligation of
          confidentiality; or (iv) is independently developed by the other party
          without use of any such Confidential Information.

4.  TERM AND TERMINATION

    4.1.  This Agreement and any license created hereunder may be terminated in
          accordance with the following:

       4.1.1.  By pcOrder, in accordance with Section 1.7.

       4.1.2.  By pcOrder or Licensee, without cause, upon fifteen (15) days
               prior written notice.

       4.1.3.  By pcOrder if Licensee files a petition for bankruptcy or
               insolvency, has an involuntary petition filed against it,
               commences an action providing for relief under bankruptcy laws,
               files for the appointment of a receiver, or is adjudicated a
               bankrupt concern.

    4.2.  Upon termination of this Agreement and any license hereunder,
          Licensee's rights to the affected Software shall cease. Licensee shall
          immediately stop using such Software and shall, at pcOrder's sole
          option, either:

       4.2.1.  return such Software to pcOrder; or

       4.2.2.  destroy all copies thereof at pcOrder's direction.

    4.3.  In addition, Licensee shall provide pcOrder with written certification
          signed by an officer of Licensee, that all copies of the Software have
          been returned or destroyed and that no copies have been retained by
          Licensee for any purpose whatsoever.

5.  WARRANTY

    5.1.  Each party represents and warrants to the other that it has all rights
          necessary to enter into this Agreement and to perform its obligations
          under this Agreement.

    5.2.  THE SOFTWARE IS LICENSED ON AN "AS IS" BASIS. IN ADDITION. INFORMATION
          OBTAINED VIA THE COMPAQ CTO MODULE OR OTHER USE OF THE SOFTWARE SUCH
          AS ANY PRICING, CONFIGURATION, AVAILABILITY, OR OTHER DATA IS MADE
          AVAILABLE ON AN "AS IS" BASIS. NEITHER COMPAQ NOR ITS THIRD PARTY
          LICENSORS MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, OR
          STATUTORY AS TO THE SOFTWARE OR THE INFORMATION, INCLUDING WITHOUT
          LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
          PARTICULAR PURPOSE, AND NONINFRINGEMENT.

6.  LIMITATION OF LIABILITY

NEITHER PCORDER NOR COMPAQ WILL BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY
LOSS OR DAMAGE, INCLUDING ANY GENERAL, INCIDENTAL, INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES, ARISING UNDER THIS AGREEMENT UNDER ANY THEORY OF
LIABILITY INCLUDING CONTRACT, TORT, NEGLIGENCE, OR OTHER CAUSES OF ACTION OR
LICENSEE'S OR ITS SUBLICENSEE'S USE OR POSSESSION OF THE SOFTWARE OR USE OF THE
CTO MODULE EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE.  SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO
THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

7.  MISCELLANEOUS

    7.1.  This Agreement shall not be amended unless in writing signed by each
          party. All changes to this Agreement shall be made by written
          amendment and any alterations made on the Agreement document itself
          shall be of no force or effect.

                                       2
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------


    7.2.  Licensee acknowledges that pcOrder shall have the right to take all
          reasonable steps to protect its Software and other Proprietary
          Information, including, but not limited to, injunctive relief and any
          other remedies as may be available at law or in equity in the event
          the Licensee does not fulfill its obligations under this Agreement.

    7.3.  This Agreement constitutes the entire agreement between the parties
          with respect to the subject matter hereof and supersedes all proposals
          and prior discussions and writings between the parties with respect
          thereto.

    7.4.  The failure of a party to enforce any provision of this Agreement
          hereto shall not constitute a waiver of such provision, remedy, or the
          right of such party to enforce such provision or any other provision.

    7.5.  If any term or provision of this Agreement is determined to be invalid
          or unenforceable for any reason, it shall be reformed rather than
          voided, if possible, to achieve the intent of the parties to the
          fullest extent possible. In any event, all other terms and provisions
          shall be deemed valid and enforceable to the maximum extent possible.

    7.6.  The provisions set forth in Sections 3, 4.2, 4.3, and 6 of this
          Agreement shall survive termination or expiration of this Agreement
          and any applicable license hereunder.

    7.7.  pcOrder reserves all rights not specifically granted herein.

    7.8.  Headings are for reference purposes only, have no substantive effect,
          and shall not enter into the interpretation hereof.

    7.9.  The terms and conditions of any purchase order or other instrument
          issued by Licensee in connection with this Agreement which are in
          addition to or inconsistent with the terms and conditions of this
          Agreement shall not be binding on pcOrder.

   7.10.  ln the event any action, including arbitration, is brought to enforce
          any provision of this Agreement or to declare a breach of this
          Agreement, the prevailing party shall be entitled to recover, in
          addition to any other amounts awarded, reasonable legal and other
          related costs and expenses, including attorney's fees, incurred
          thereby.

   7.11.  Licensee shall not directly or indirectly export the Software without
          the prior written permission of pcOrder. Should pcOrder grant Licensee
          the right to export the Software, Licensee shall comply with all then
          current export and import laws and regulations of the United States
          and such other governments as are applicable when distributing the
          Software.

  7.12.   If You have any questions concerning the Agreement, please write to
          pcOrder at 5001 Plaza on the Lake, Austin, TX 78746.

This document and Your signature in electronic form, or a hard copy duplicate in
good form, shall be considered an original document with authenticated signature
admissible into evidence unless the document's authenticity is genuinely placed
in question. By indicating agreement below, You acknowledge that you have read,
understand, and agree to the terms of this Agreement.

YES, I AGREE TO THESE TERMS:  (Type complete Name                 )
                               -----------------------------------
NO, I DO NOT AGREE TO THESE TERMS

                                       3
<PAGE>

                                 ATTACHMENT B
                    TO THE SUBSCRIPTION SERVICES AGREEMENT

                          DIGITIZED ACCESS AGREEMENT

PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE USING
-----------------------------------------------------------------------------
THE PCORDER SOFTWARE.  BY USING THE PCORDER SOFTWARE, YOU AGREE TO BE BOUND BY
------------------------------------------------------------------------------
THE TERMS OF THIS AGREEMENT.   IF THIS AGREEMENT IS NOT ACCEPTABLE TO YOU, DO
-----------------------------------------------------------------------------
NOT INSTALL THE PCORDER SOFTWARE OR ACCESS THE PCORDER SYSTEM AND PROMPTLY
--------------------------------------------------------------------------
RETURN THE PCORDER SOFTWARE TO THE PARTY BY WHOM IT WAS DISTRIBUTED. YOUR USE OF
--------------------------------------------------------------------------------
THE PCORDER SYSTEM IS SUBJECT TO AND CONTINGENT ON YOUR ACCEPTANCE OF THE TERMS
-------------------------------------------------------------------------------
AND CONDITIONS OF THIS AGREEMENT.
---------------------------------

This Digitized Access Agreement (this "Agreement") is entered into between you
(either an individual or an entity) and pcOrder.com, Inc. ("pcOrder").  This
Agreement governs your:  (iii) use of the pcOrder software program, related user
documentation, and any fixes, releases, upgrades and new versions or
enhancements which pcOrder may subsequently issue to you (collectively, the
"pcOrder Software") and (iv) access to pcOrder's configuration, quotation, and
lease financing services system (the "pcOrder system").

1.  LICENSE GRANT AND ONLINE SERVICES.

Subject to the terms and conditions of this Agreement, pcOrder hereby grants
You:  (i) a non-exclusive, nontransferable, limited use license (the "License")
to use the object code version of the pcOrder Software; and (ii) the right to
access the pcOrder system, as well as other generally available pcOrder files,
libraries, electronic mail and ordering, discussion forums and live chat areas
which pcOrder authorizes you to access (collectively, the "Online Services").
pcOrder may at any time revise these terms and conditions upon notice prior to
your access of the pcOrder system session in which such revised terms and
conditions are effective. Your continued use of the pcOrder system subsequent to
such notice indicates your acceptance of such revisions.

2.  RIGHTS OF AND RESTRICTIONS ON USE.
You may use the pcOrder Software and pcOrder system (collectively the "System")
as follows:

    2.1.  pcOrder Software: You may load and use the pcOrder Software on a
          single computer solely in conjunction with the pcOrder system to
          configure, determine availability, price, quote, and order the
          Products, to access lease financing information, transmit credit
          application information, and to access lease finance documentation as
          provided by Third Party Lenders.

    2.2.  pcOrder system: You may use the information obtained from the pcOrder
          system solely in support of Your internal business or personal
          activities. You may download, store, load, and execute, on your remote
          access equipment, any JAVA applets or similar client-side routines
          made available by pcOrder.

    2.3.  Use of the pcOrder system is limited to "Named Users" who have been
          provided a unique User ID and secret password (the "Logon ID") from
          pcOrder. Only one (1) person per Logon ID may use the pcOrder Software
          and access the pcOrder system.

    2.4.  You are responsible for installing the pcOrder Software on properly
          configured and compatible computer equipment as specified in any
          applicable user documentation. You are responsible for all costs such
          as long distance, modem, and other communication costs required to
          access the System. You are also responsible for safeguarding and
          protecting your Logon ID from disclosure or use by others. You agree
          to promptly change Your password and notify pcOrder if You have reason
          to believe Your account is being accessed or used by others. YOU ARE
          STRICTLY LIABLE FOR ALL ACTIVITY USING YOUR LOGON ID AND ACCOUNT.

    2.5.  Except with the express written consent of pcOrder or as expressly
          stated herein, You may not:

          2.5.1.  allow anyone else to use or share Your Logon ID;

          2.5.2.  modify, disassemble, decompile, reverse engineer, or apply any
                  process, technique, or procedure to the pcOrder Software in an
                  attempt to ascertain or derive the source code or source
                  listings or any trade secret or other confidential information
                  contained therein;

          2.5.3.  publicly display, copy, download, store, reproduce, transmit,
                  distribute, resell, use the pcOrder Software in operation of a
                  service bureau, or otherwise commercially exploit any part of
                  the pcOrder system, including any data or information derived
                  from the pcOrder system, in any format or through any
                  technology or media now existing or hereafter developed;

          2.5.4.  copy (except for one back-up copy), distribute, sell, resell,
                  sublicense, rent, assign, lease, loan, delegate, or transfer
                  the pcOrder Software, this License, or any of Your rights
                  under this Agreement to any other party; or

          2.5.5.  use the pcOrder Software in any country other than the country
                  in which the pcOrder Software was acquired from an authorized
                  pcOrder representative.

Restricted Rights.

The pcOrder Software is provided with Restricted Rights.  Use, duplication or
disclosure by the U.S. Government is subject to the restrictions in subparagraph
(c) (1) (ii) of the Rights in Technical Data and Computer Software clause at
DFARS 252.227-7013, or subparagraphs (c) (1) and (2) of the Commercial Computer
Software - Restricted Rights at 48CFR52.227-19, as applicable.  The Software
manufacturer is pcOrder or its third party licensor.

Export Regulations.

The transfer of technology across national boundaries is regulated by the U.S.
Government. You hereby certify that You will not export or re-export (including
by way of inbound or outbound electronic transmission) any data or technology
derived from the pcOrder system in violation of United States laws and
regulations.

3.  TITLE, CONFIDENTIALITY.

You agree that all rights, title, and interest (including all copyrights and
other intellectual property rights) in the pcOrder system, and all trademarks,
service marks, and tradenames belong exclusively


                                       1
<PAGE>

to pcOrder, its third party licensors, and other parties which have granted
certain rights to pcOrder. You also acknowledge that the pcOrder Software
contains trade secret and copyrighted information of pcOrder. Title to the
pcOrder Software, related materials and all copies thereof and intellectual
property rights related thereto shall remain with pcOrder and/or any of its
third party licensors. You may not disclose, give, or transfer the pcOrder
Software to any other party. You will not allow the defacement or removal of any
confidential or proprietary notice placed on the pcOrder Software.

4.  ORDERING PRODUCTS.

    4.1.  You may have the option to purchase Products over the Online Services
          using a credit card and by sending that information over the Internet
          to a Third-Party Vendor ("Vendor") to whom your order is directed. The
          OnLine Services use the "Secure Sockets Layer," which is intended to
          encrypt your communication to protect the information from access by
          unauthorized third parties. Neither pcOrder nor any Vendor, however,
          can guarantee that the Secure Sockets Layer will operate as intended
          or that a third party will not be able to access such information. If
          you have any concerns about sending such information over the
          Internet, you should use an alternative means of payment. You agree
          that pcOrder shall not have any liability for any failure by the
          encryption technology to protect your information.

    4.2.  The prices contained on the pcOrder system have been provided to
          pcOrder by third parties and, to the best of pcOrder's knowledge, the
          prices are accurate. If You submit an order and it is determined that
          the prices on which the order was based are in fact, inaccurate, Your
          Order will be rejected and You will have the opportunity to submit a
          new order at the correct pricing.

    4.3.  pcOrder is not a party to transactions between you and any Vendor.
          PCORDER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WHETHER EXPLICIT,
          IMPLIED, OR STATUTORY REGARDING GOODS OR SERVICES YOU OBTAIN FROM
          VENDORS AND YOU AGREE TO LOOK SOLELY TO SUCH VENDORS FOR ALL CLAIMS
          REGARDING THE GOODS OR SERVICES.

5.  EXTERNAL SITES.

The OnLine Services may contain links to other sites on the Internet which are
owned and operated by Vendors (the "External Sites").  You acknowledge that
pcOrder is not responsible for the availability of, or the content located on or
through, any External Site. You should contact the site administrator or
Webmaster for those External Sites if you have any concerns regarding such links
or the content located on such External Sites.

6.  TERM OF LICENSE.

The License granted herein and the use of the Software is contingent on the
payment of subscription fees and other obligations by the Vendors who have
executed agreement(s) to allow access to and use of the pcOrder system (the
"Subscription") for its Users.  This License will terminate if (i) You fail to
comply with any of the terms or conditions of this Agreement or (ii) the
Subscription is terminated.  You must discontinue use and destroy all copies of
the pcOrder Software upon termination of this Agreement.

7.  WARRANTIES.

THE PCORDER SOFTWARE IS LICENSED ON AN "AS IS" BASIS.  IN ADDITION, INFORMATION
CONTAINED IN THE PCORDER SYSTEM REPRESENTS DATA COMPILED BY PCORDER FROM
HARDWARE MANUFACTURERS, DISTRIBUTORS AND OTHER THIRD PARTIES AND HAS BEEN MADE
AVAILABLE ON AN "AS IS" BASIS.  NEITHER PCORDER OR IT'S THIRD PARTY LICENSORS
MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, AS TO
THE PCORDER SOFTWARE, THE PCORDER SYSTEM, OR THE USE THEREOF INCLUDING WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT.  NEITHER PCORDER OR IT'S THIRD PARTY LICENSORS
MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, AS TO
THE ACCURACY OF THE DATA CONTAINED IN THE PCORDER SYSTEM.

8.  LIMITATION OF LIABILITY.

    8.1.  NEITHER PCORDER OR ITS THIRD PARTY LICENSORS SHALL BE LIABLE FOR ANY
          LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
          DAMAGES OF ANY KIND AND HOWEVER CAUSED, EVEN IF PCORDER OR ITS THIRD
          PARTY LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
          NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
          PCORDER FURTHER DISCLAIMS ANY LIABILITY FOR ANY PRICING,
          CONFIGURATION, DELAY, AVAILABILITY, OTHER ERRORS CONTAINED IN ANY DATA
          OR SOFTWARE, OR DELAY IN FURNISHING ANY PRODUCTS OR DATA. SOME STATES
          DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL
          OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY
          TO YOU.

    8.2.  IN NO EVENT SHALL PCORDER'S LIABILITY ARISING OUT OF OR RELATED TO
          THIS AGREEMENT EXCEED THE FEES PAID BY YOU TO PCORDER UNDER THIS
          AGREEMENT.

9.  MISCELLANEOUS.

    9.1.  This Agreement shall be governed by and construed in accordance with
          the laws of the State of Texas without regard to conflicts of law
          provisions thereof.

    9.2.  This is the entire agreement between the parties relating to the
          subject matter unless You have entered into a Subscription Services
          Agreement with pcOrder. In the event the Subscription Services
          Agreement contains any terms and conditions that conflict with or are
          in addition to the terms and conditions of this Agreement, those terms
          and conditions contained in the Subscription Services Agreement will
          prevail.

    9.3.  No waiver of any provision of this Agreement by pcOrder will be
          effective unless made in writing. Any waiver made by pcOrder of any
          provisions of this Agreement will not be considered a waiver of that
          provision for the future, or for any subsequent breach thereof. No
          failure or delay in enforcing any right or

                                       2
<PAGE>

          exercising any remedy will be deemed a waiver of any right or remedy.

    9.4.  Any provision in this Agreement found by a court or other tribunal of
          competent jurisdiction to be illegal, invalid, or unenforceable shall
          be reformed to the minimum extent necessary in order for this
          Agreement to otherwise remain in full force and effect and the other
          provisions shall remain in full force and effect.

    9.5.  The provisions set forth in Sections 2.5.1 through 2.5.3, 0, 3, 8,
          9.1, and 9.2 of the body of this Agreement shall survive termination
          or expiration of this Agreement and any applicable license hereunder.

   9.6.   If You have any questions concerning the Agreement, please write to
          pcOrder at 5001 Plaza on the Lake,  Austin, TX 78746.

This document and Your signature in electronic form, or a hard copy
duplicate in good form, shall be considered an original document with
authenticated signature admissible into evidence unless the document's
authenticity is genuinely placed in question. By indicating agreement below, You
acknowledge that you have read, understand, and agree to the terms of this
Agreement.

YES, I AGREE TO THESE TERMS:  (Type complete Name                 )
                               -----------------------------------
NO, I DO NOT AGREE TO THESE TERMS


                                       3
<PAGE>

                                 ATTACHMENT C
                    TO THE SUBSCRIPTION SERVICES AGREEMENT


 Channel Partner, Independent Reseller, and Client Corporate Account Authorized
                     User Identity and Contact Information

     The following are the identities and contact information for each Channel
Partner, Independent Reseller, and Client Corporate Account Authorized User.

1.  CHANNEL PARTNER AUTHORIZED USERS:
      1.  Name:_______________________________________________
          Address:____________________________________________
          Telephone No.:______________________________________
          Contact:____________________________________________
          pcOrder Deployment Acceptance notification Date:____
          Successful Deployment Date:_________________________
          ...


2.  INDEPENDENT RESELLER AUTHORIZED USERS:
       1. Name:_______________________________________________
          Address:____________________________________________
          Telephone No.:______________________________________
          Contact:____________________________________________
          pcOrder Deployment Acceptance notification Date:____
          Successful Deployment Date:_________________________
          ...

3.   CLIENT CORPORATE ACCOUNT AUTHORIZED USERS:
      1.  Name:_______________________________________________
          Address:____________________________________________
          Telephone No.:______________________________________
          Contact:____________________________________________
          pcOrder Deployment Acceptance  notification Date:___
          Successful Deployment Date:_________________________

          ...



                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                  ATTACHMENT D
                     TO THE SUBSCRIPTION SERVICES AGREEMENT

               CTO Module Functional and Deployment Descriptions
               -------------------------------------------------


     All references herein to Channel Partners, Channel Partner's customers,
VARs, Reseller, user, sales representatives, Distributors, Corporate Resellers,
Retail Partners, Independent Resellers, and all other entities, individuals, or
their representatives apply only to the same who are also Authorized Users.

     Acceptance Criteria is divided into distinct Software and Deployment
Acceptance Criteria as specified below.  Client shall designate a CTO Project
Manager within fifteen (15) days of the Effective Date who shall be responsible
for evaluating Software Acceptance and Deployment Acceptance on behalf of
Client.

     Client's designated CTO Project Manager shall be __________________________
with a business address of c/o Compaq Computer Corporation, 20555 S.H. 249,
Houston, TX  77070, a phone number of ____________________, and an e-mail
address of ______________________.  pcOrder's designated Acceptance Contact
shall be [*]  with a business address of c/o pcOrder.com Inc., 5001 Plaza on the
Lake,  Austin, TX  78746, (512) 684-1100, and an e-mail address of [*]   The
parties agree that Client's designated CTO Project Manager and pcOrder's
Software Acceptance Contact may change from time to time upon prior notification
to the other party's counterpart.

                         CTO MODULE SOFTWARE ACCEPTANCE
                         ------------------------------
1.  pcOrder shall notify Client's CTO Project Manager that the Software
    materially meets the Software Acceptance Criteria;

2.  The CTO Project manager shall have fifteen (15) days from such notification
    ("Software Acceptance Period") to evaluate the Software at pcOrder's site
    and in accordance with the below specified Software Acceptance Criteria.
    Such evaluation shall use mutually acceptable test data ("Test Data"); and

3.  If the Software fails to materially meet the Software Acceptance Criteria,
    Client's CTO Project Manager shall notify pcOrder's Acceptance Contact in
    writing of such failure within the Software Acceptance Period. Any such
    failure notification shall identify with specificity the portion(s) of the
    Software Acceptance Criteria which the Software failed to materially meet.
    Otherwise, the Software shall be deemed to have been accepted as of the day
    following the Software Acceptance Period.

4.  In the event Client's CTO Project Manager provides pcOrder's Acceptance
    Contact with such Software failure notification, pcOrder shall have thirty
    (30) days to cure ("Cure Period") such failure. After such Cure Period,
    Software Acceptance steps 1 through 3 shall be repeated with any
    modifications to the Software.

5.  Notwithstanding any contrary provision of this Agreement, the Software shall
    be deemed accepted in the event that failure to materially meet the Software
    Acceptance Criteria is a result of failure of Client to follow all
    operational instructions supplied by pcOrder or modifications to the
    Software without the express authorization of pcOrder.

Software Acceptance Criteria:
-----------------------------

1.  The Software shall be code-complete and tested;

2.  pcOrder shall provide Client with technical training and documentation for
    the Software;

3.  Using the Test Data, the Software shall materially conform to the catalog
    search, configuration, pricing, availability, order placement of CTO/BTO
    Client Products, and quoting functionality ("Compaq CTO Functionality")
    specified in the pcOrder Online Users Guide, Version 2.6 and the pcOrder Web
    Storefront Users Guide, Version 2.0;

4.  The Software shall be compatible with Internet Explorer 3.0, Netscape 3.0,
    and Windows95(TM) or higher versions of same; and

5.  Subject to the following definitions, the Software materially conform to the
    following performance criteria:

       a)  The Software shall have a response time of no more than: (i) twenty
           (20) seconds for a search corresponding to seven (7) SKUs or less,
           and (ii) thirty (30) seconds for configuration (needs analysis &
           validation) per system.

       Response times are defined as the time the Software receives a request
       until the Software returns a result ready for transmission to client
       software and represent average times over one (1) twenty-four (24) hour
       period. The performance criteria is applicable only to a pcOrder hosted
       Server Farm and excludes any client software overhead, web server
       software overhead, and network latency.

                       CTO MODULE DEPLOYMENT ACCEPTANCE
                       --------------------------------
For each deployment to a Channel Partner, Independent Reseller, and Corporate
Account ("Deployed User") of the capability to access the Compaq CTO
Functionality:
1. pcOrder shall notify Client's CTO Project Manager that such deployment
   materially meets the Deployment Acceptance Criteria;

2. The CTO Project manager shall have fifteen (15) days from such notification
   ("Deployment Acceptance Period") to evaluate such deployment in accordance
   with the below specified Deployment Acceptance Criteria; and

3. If such deployment fails to materially meet the Deployment Acceptance
   Criteria, Client's CTO Project Manager shall notify pcOrder's Acceptance
   Contact in writing of such failure within the Deployment Acceptance Period.
   Any such failure notification shall identify with specificity the portion(s)
   of the Deployment Acceptance Criteria that the deployment failed to
   materially meet. Otherwise, the

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

   deployment shall be deemed to have been accepted by Client, and a "successful
   deployment" of such Deployed User shall be deemed to have occurred as of the
   day following the Deployment Acceptance Period.

4. In the event Client's CTO Project Manager provides pcOrder's Acceptance
   Contact with such Deployment failure notification, pcOrder shall have thirty
   (30) days to cure ("Cure Period") such failure. After such Cure Period,
   Deployment Acceptance steps 1 through 3 shall be repeated with any
   modifications to the Software.

5. Notwithstanding any contrary provision of this Agreement, the Software shall
   be deemed accepted in the event that failure to materially meet the Software
   Acceptance Criteria is a result of failure of Client or Authorized User to
   follow all operational instructions supplied by pcOrder or is a result of the
   introduction of hardware or software without the express authorization by
   pcOrder.

Deployment Acceptance Criteria:
-------------------------------

1. One or more Designated Users of the Deployed User shall gain access to the
   Compaq CTO Functionality under one of the applicable Deployment Scenarios
   specified below;

2. The Designated User(s) shall be trained in accordance with Section 7 of the
   Subscription Services Agreement;

3. The Designated User(s) may place three (3) consecutive CTO/BTO orders to an
   entity in Table 1 specified under the applicable Deployment Scenario
   ("Appropriate Entity");

4. The Appropriate Entity shall receive each such CTO/BTO order; and

5. Each of the three consecutive CTO/BTO orders received by the Appropriate
   Entity shall materially conform to the corresponding CTO/BTO order placed.


     Pilot Test:  pcOrder will conduct a pilot test of Scenarios 1 and 2 with
     -----------
two (2) Channel Partners (whom Client has secured the agreement in Section
11.1.1 of the Subscription Services Agreement) prior to Phase I rollout of any
additional Channel Partner Authorized Users and Client Corporate Account and
Independent Reseller Authorized Users .  Such pilot tests shall meet the
Deployment Acceptance Criteria defined immediately above and shall be conducted
over a period of not less than thirty (30) days.  pcOrder will make
modifications to the Software as necessary during this pilot phase to
satisfactorily meet the Deployment Acceptance Criteria.

Deployment Scenarios and Functional Descriptions
------------------------------------------------

     Pursuant to the terms and conditions of this Agreement, p_cOrder will
create and maintain a module for Client's CTO and BTO Products ("Compaq CTO
Module").  The Compaq CTO Module will utilize a pcOrder configuration solution,
electronic commerce platform, and client-server architecture to provide Client
customers with the capability to configure, price, and order Client's CTO
products using "Buildup" rules. This means that, using their existing business
processes and toolsets and, assuming their formal commitment to participate, the
Channel Partners will use a pcOrder-powered CTO module to create bills-of-
materials for systems which will be assembled by Client and then shipped to the
Channel Partners or the Channel Partners' customer(s).  pcOrder will deploy this
capability within the Win32 Client/Server and WWW-based versions of pcOrder's
electronic commerce offerings. Pricing for configured systems will be quoted
from the appropriate Channel Partner and availability will be quoted from
Client.  Order information from the Channel Partners' tools will flow both to
the Channel Partners' back-end system (via their existing order management
processes, varying on a per-partner basis), and ultimately to Client's back-end
system (via EDI).

Deployment Scenario Descriptions:
---------------------------------

     Scenario 1: Channel Partners pcOrder Windows Client.  Designed for Client's
     ---------------------------------------------------
Channel Partners, this solution will use Win32 client applications to access the
pcOrder System via the Internet.   This application will be delivered to these
users once the Channel Partners agree to participate in the program and upon
delivery of the Windows Client and CTO Module. Note that applicable Authorized
Users must have a unique SKU in their pricebook for every Compaq CTO product SKU
      ----
so that, for example, a component SKU used for the Compaq CTO is different than
a SKU used for a disk drive from another vendor.  The user will log in to the
Windows application with a registered user ID and password in order to access
the CTO Module.  From within the application, Client's products will be
presented to the user as they search the catalog and configure Client solutions.
The results will return the Client system(s) that meet their requirements.  The
user can then access detailed product information on all of the components that
make up the configured system.  As a registered Reseller, the user may access
customer-specific pricing from major distributor partners, and current
availability from Client.  The user may then select the desired product(s) to
add it to their quote.  Once in the quote screen, the user may save the quote,
apply pricing profiles, print the quote, or order the products via their
existing order management applications.

     Scenario 1 will allow Client to provide catalog search, configuration,
quoting and ordering of Client's products to the sales representatives of
pcOrder and Client's mutual Channel Partners.  These Channel Partners will
include Distributors, Corporate Resellers, Retail Partners and VARs who are
using pcOrder Online, or another branded version of pcOrder's Win32 Client
Application. This application will be incorporated to existing pcOrder-powered
systems, or will be provided as an independent, Client-branded solution.

     Scenario 2: Channel Partners pcOrder Webstorefront.  Designed for Client's
     --------------------------------------------------
Channel Partner customers, this application will be accessed through Channel
Partners' web sites by Partners' Corporate Account Users.  These users will log
in to the application with a registered user ID and password.  The user will
then find the desired system using the catalog search or needs analysis
interface. The results will return the configured solutions that meet the user's
requirements.  The user can then access more detail about the desired system, or
view product data sheets on each of the components included in the system. If
the user is classified as an end-user, a Reseller's pricing may

                                       2
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

be displayed. Once a system has been chosen, the user can add it to his shopping
cart/quote, print or save the shopping cart/quote, or submit an order to the
appropriate Channel Partners or Reseller.

     Scenario 2 will allow Client to provide catalog search, configuration,
quoting and ordering of Client's products to the end customers of pcOrder and
Client's Channel Partners.  These Channel Partners will include Distributors,
Corporate Resellers, Retail Partners and VARs who are given access to the
pcOrder Webstorefront, or another branded version of pcOrder's WWW Client
Applications.  This application will be incorporated to existing pcOrder-powered
systems, or will be provided as an independent, Client-branded solution.

     Scenario 3: Corporate Accounts Webstorefront.  Designed for Client
     --------------------------------------------
customers with Internet access, this application will be delivered via the WWW.
This solution will allow a user to log in with a registered user ID and password
that identifies him as a valid user from one of Client's Corporate Accounts.
The user will then find the desired system using the catalog search or needs
analysis interface. The results will return the Client system(s) that meet their
requirements.  Once the desired system has been chosen, the user can ask to see
more detail about the system and view available product data sheets for each of
the system's components.  If the user is a customer of a registered Reseller or
Channel Partners, customer-specific pricing from the appropriate
resellers/partners and Client's current availability will be displayed.  User
will then be able to add the desired system(s) to their shopping cart/quote,
print or save the shopping cart/quote or place an order to the appropriate
Channel Partners or Reseller.

     Scenario 3 will allow Client to provide catalog, configuration, quoting and
ordering of Client's products to Corporate Accounts, via a Client-specific, WWW-
based application.

     Scenario 4:  Independent Reseller CTO Solution.  Designed for Client's
     ----------------------------------------------
Independent Resellers with Internet access, this solution will be delivered via
the Win32 client application or the WWW.  This solution will allow a user to log
in with a registered user ID and password that identifies him as a valid user
from one of Client's Independent Resellers.  The user will then find the desired
system using the catalog search or needs analysis interface. The results will
return the Client's system(s) that meet their requirements.  Once the desired
system has been chosen, the user can ask to see more detail about the system and
view available product data sheets for each of the system's components.  If the
user is a registered Reseller, customer-specific pricing from the appropriate
Channel Partners and Client's current availability will be displayed.  User will
then be able to add the desired system(s) to their shopping cart/quote, print or
save the shopping cart/quote or place an order to the appropriate Channel
Partners, Reseller and/or Client.

     Scenario 4 will allow Client to provide catalog, configuration, quoting and
ordering of Client's products to the Sales Representatives and Corporate Account
customers of Independent Resellers, via a Client-specific, pcOrder-powered
application.  It will be provided as either a Win32 or WWW-based application.

<TABLE>
<CAPTION>
                          Scenario 1:        Scenario 2:            Scenario 3:            Scenario 4:
                            Channel       Channel Partners'     Corporate Accounts     Independent Reseller
                           Partners'        Webstorefront         Webstorefront            CTO Solution
                        Windows Client    ------------------  ----------------------  -----------------------
                       -----------------
-------------------------------------------------------------------------------------------------------------
<S>                    <C>                <C>                 <C>                     <C>
WWW or Win32
 Interface                   Win32               WWW                   WWW                 WWW and Win32

-------------------------------------------------------------------------------------------------------------

Catalog Search                 Y                  Y                     Y                        Y
-------------------------------------------------------------------------------------------------------------
Needs Analysis
Product Configuration          Y                  Y                     Y                        Y
-------------------------------------------------------------------------------------------------------------
Data Sheet
Product Information            Y                  Y                     Y                        Y
-------------------------------------------------------------------------------------------------------------
Pricing                 Channel Partner   Channel Partner &     Channel Partner &        Channel Partner,
                            Legacy             Reseller              Reseller          Reseller, &/or Client
-------------------------------------------------------------------------------------------------------------

Availability                Client              Client                Client                  Client
-------------------------------------------------------------------------------------------------------------

Quoting                        Y                  Y                     Y                        Y
-------------------------------------------------------------------------------------------------------------
Ordering*                   Client,            Client,         Client, Reseller, &     Client, Distributor,
                        Distributor, &     Distributor, or       Channel Partner       Reseller, &/or Client
                            Legacy             Reseller
-------------------------------------------------------------------------------------------------------------
</TABLE>

                                       3
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

<TABLE>
-------------------------------------------------------------------------------------------------------------
<S>                    <C>                <C>                 <C>                     <C>
Audience                Channel Partner   Channel Partners'     Client's Corporate        Reseller Sales
                             Sales          End Customers            Accounts            Representatives &
                       Representatives,     (Resellers and                             Resellers' Corporate
                           & Channel          Corporate                                      Accounts
                           Partners'          Accounts)
                        Reseller Sales
                        Representatives

-------------------------------------------------------------------------------------------------------------
</TABLE>



*  Note:  In each Scenario, the order is generally sent to Client and the
          additional source.

Functionality Definitions:
-------------------------

     Catalog Search: Ability to search for Client's products by class/category,
     ---------------
and/or distributor or manufacturer product number with the additional ability to
narrow the search by description or price. The system finds all of the parts
that meet the user's inputs, and presents the results to the user.  User can
request a product data sheet on each of the results, view pricing and
availability for these results or add the desired parts to his shopping
cart/quote.

     Needs Analysis Product Configuration: Allows the user to select a
     -------------------------------------
collection of system requirements such as processor speed, hard drive size,
component selections, etc. The system finds all of the valid configurations that
meet the user's needs, and presents the results to the user. User can ask to see
more detail about the configured system, request a product data sheet on each of
the components in that system, view pricing and availability for these results,
or add the desired systems to his shopping cart/quote.

     Data Sheets Product Information: On the user's request, the system
     --------------------------------
dynamically generates Product Data Sheets that display detailed product
specifications, product images, and marketing information, as they are
maintained in the Product Data Repository.

     Pricing: User-specific pricing and availability for Client solutions from
     --------
Resellers, Distributors, and Legacy systems.
     Availability:  Current availability from Client for Client's products.
     -------------
     Quoting: Product selections chosen are added to a shopping cart/quote, with
     --------
the ability to print or save the shopping cart/quote.
     Ordering: Ability to order product from current Channel Partners through
     ---------
pcOrder-powered systems or through a local Reseller for end-users.

                                       4
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------


                                 ATTACHMENT E
                    TO THE SUBSCRIPTION SERVICES AGREEMENT

                          Additional Server Software
                          --------------------------


pcOrder Application Server 6.5;
pcOrder Backbone 3.2;
pcOrder CommerceStation 1.3;
pcOrder Order Server 1.1;
CIM 1.0;
CIM 2.0;
SalesBUILDER;
pcOrder Pricer; and all future versions of the Server Software made generally
available by pcOrder to its licensees.







                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                 ATTACHMENT F
                    TO THE SUBSCRIPTION SERVICES AGREEMENT

                        New Version Acceptance Criteria
                        -------------------------------
A.   CommerceStation 2.0
 .    Features and Functionality


<TABLE>
<S>                       <C>
-----------------------------------------------------------------------------------------------------------------------
User Administration/      The dynamic authorization and registration system across multiple audiences to enable
 Profiler:                personalization by segment. Client Administrators and end user administrators can assign
                          users to the appropriate organization.  CommerceStation is designed to enable an unlimited
                          number of user profiles.
-----------------------------------------------------------------------------------------------------------------------
Catalog:                  All of Licensee's products accessible from catalog, generate, view and search data sheets by
                          product/SKU, allow for side-by-side view of selected products for feature comparison.
                          Catalog allows for multiple language descriptions per SKU.  (This will allow each sku to
                          have internationalized descriptions, so that each country can select a language(s) to
                          display.)
-----------------------------------------------------------------------------------------------------------------------
Standards Management:     Users can create and manage custom, bundles and standard configurations.  Users can be
                          exposed to certain bundles as authorized by login ID.
-----------------------------------------------------------------------------------------------------------------------
Configuration Interface:  CommerceStation will interface with Client's configuration solution.  Users will utilize a
                          wizard interface to underlying configuration model(s); users will be able to validate
                          configuration of items added to the shopping cart.
-----------------------------------------------------------------------------------------------------------------------
Datasheets:               Users will be able to access product datasheets from the catalog, configuration wizard, and
                          shopping cart/quoting services.
-----------------------------------------------------------------------------------------------------------------------
Shopping Cart/Quoter:     Enable user to change quantity, delete product, save, load previously saved basket, add
                          relevant user data, refresh pricing, and display line items.
-----------------------------------------------------------------------------------------------------------------------
Pricing:                  This is the module that holds and aggregates pricing as provided by Client, corporate
                          resellers, distributors in batched formats.  Can support multiple currencies. Can support up
                          to 50 pricebooks.
-----------------------------------------------------------------------------------------------------------------------
Availability:             This is the module that holds and aggregates availability data as provided by Client,
                          corporate resellers, distributors in batched (hourly, daily), or real time formats.
-----------------------------------------------------------------------------------------------------------------------
Ordering:                 Interaction with Client's Order Server implementation for order placement, order routing,
                          and order status to/from Client or Client's Channel Partners.
-----------------------------------------------------------------------------------------------------------------------
Approval Workflow:        Allows Client's corporate customers to model their internal approval workflow rules.  This
                          allows requester/approver permissions and controls.  Includes administrator, purchase
                          requestor and purchase approver.
-----------------------------------------------------------------------------------------------------------------------
Usage Reporting:          Customer can aggregate and report on usage data from activity on the CommerceStation
                          platform.
-----------------------------------------------------------------------------------------------------------------------
Leasing:                  Quote financial products (fair market value, 10% fixed purchase option, dollar buyout). This
                          module will be available but not enabled on first release.
-----------------------------------------------------------------------------------------------------------------------
Services Layer            A programmable framework to write pcOrder Backbone services and integrations.  The services
                          layer provides:  an integration point for writing services, documentation guide on how to
                          write those services., provides load balancing and fault tolerance within the architecture,
                          and logging functionality.
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

Order Server 2.0

 .  Features and functionality. OrderServer 2.0 will permits vendors to simplify
   the complexities that arise when processing e-commerce transactions.

 .  Channel Integration Kit: SAP, Custom, SMTP, manual status.

<TABLE>
<S>                        <C>
-----------------------------------------------------------------------------------------------------------------------
Order management           A single order is split (by SKU, vendor, product attribute, or supplier) and routed to
                           multiple business partners and internal back-end systems for fulfillment.  Order line items
                           must be divided and routed appropriately, and order confirmation will be delivered to the
                           purchaser via email. Order status will also be aggregated and presented to the end user.
                           Fulfillment partners will also have a batch interface that allows them to update order
                           status.
-----------------------------------------------------------------------------------------------------------------------
Pricing and availability   Pricing and inventory information may come from a vendor, a fulfillment partner, or some
                           combination thereof. Can support multiple currencies.
-----------------------------------------------------------------------------------------------------------------------
Payment                    Payment terms may range in complexity from purchase orders to credit cards, PO, financing,
                           for each order. Version 2.0 will pass payment information to the appropriate fulfillment
                           partner.
-----------------------------------------------------------------------------------------------------------------------
Integration                Client will utilize a toolkit to write integrations into multiple ERP systems, including:
                           SAP, SMTP (email), and Custom APIs.
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

B. Order Server 2.1

<TABLE>
<S>                        <C>
-----------------------------------------------------------------------------------------------------------------------
Integration                The Integration toolkit will be extended to include XML and EDI formats.
-----------------------------------------------------------------------------------------------------------------------
Maintenance                Client will have a simple maintenance tool that will allow an administrator to designate
                           order routing rules.
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

C. VIPER [*]

An extensible, web-based data maintenance environment for pcOrder product data.
VIPER provides:

 .  [*]
 .  [*]
 .  [*]
 .  [*]


                                       2
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                 ATTACHMENT G
                    TO THE SUBSCRIPTION SERVICES AGREEMENT


                  Response Times and Concurrent Usage Levels
                  ------------------------------------------


These response time metrics apply to Commerce Station and Webstorefront
software, measured from inside the Compaq firewall (i.e., minus Internet Network
Latency) using a URL transactional tool such as "SiteScope".

<TABLE>
<CAPTION>
   ---------------------------------------------------------------------------------------------------
   Type of                           Total Response         Network Latency       Transaction
   transaction:                      Time:                  Time:                 Time:
   ---------------------------------------------------------------------------------------------------
<S>                                  <C>                    <C>                   <C>
   Catalog View (datasheet)          [*]  seconds           [*]  milliseconds     [*]  seconds
   ---------------------------------------------------------------------------------------------------
   Level 1 Hierarchical Catalog      [*]  seconds           [*]  milliseconds     [*]  seconds
    View
   ---------------------------------------------------------------------------------------------------
   Configuration                     [*]  seconds           [*]  milliseconds     [*]  seconds
   ---------------------------------------------------------------------------------------------------
   Pricing                           [*]  seconds           [*]  milliseconds     [*]  seconds
   ---------------------------------------------------------------------------------------------------
   Catalog Search                    [*]  seconds           [*]  milliseconds     [*]  seconds
   ---------------------------------------------------------------------------------------------------
</TABLE>

The usage metrics in the table above apply to the Commerce Station Software.

<TABLE>
<CAPTION>
   ---------------------------------------------------------------------------------------------------
   Type of                           Total Response         Network Latency       Transaction
   transaction:                      Time:                  Time:                 Time:
   ---------------------------------------------------------------------------------------------------
<S>                                  <C>                    <C>                   <C>
   Catalog View (datasheet)          [*]  seconds           [*]  milliseconds     [*]  seconds
   ---------------------------------------------------------------------------------------------------
   Level 1 Hierarchical Catalog      [*]  seconds           [*]  milliseconds     [*]  seconds
    View
   ---------------------------------------------------------------------------------------------------
   Configuration                     [*]  seconds           [*]  milliseconds     [*]  seconds
   ---------------------------------------------------------------------------------------------------
   Pricing                           [*]  seconds           [*]  milliseconds     [*]  seconds
   ---------------------------------------------------------------------------------------------------
   Catalog Search                    [*]  seconds           [*]  milliseconds     [*]  seconds
   ---------------------------------------------------------------------------------------------------
</TABLE>

The usage metrics in the table above apply to the Webstorefront Software.

Total "orders per day" and total "shoppers per day" concern a defined server
farm, consisting of three (3) application serversand two (2) database servers.
Application server and database server would be defined as Proliant class NT
machines, with at minimum a 100BaseT Switched network connecting the two
servers.

   [*]  ORDERS PER DAY for each application server and database server farm.
   [*]  SHOPPERS PER DAY for each application server and database server farm.

pcOrder and Client agree to review these metrics after the first anniversary of
the Effective Date to mutually determine whether adjustments are necessary to
keep Client's solutions competitive in the marketplace.

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                Performance Bug Severity Levels and Resolution
                ----------------------------------------------

Severity Level  25% of all transactions exceed    Complete Response and
                targeted Transaction Time         Correction Times
--------------------------------------------------------------------------------
       1        A reproducible error that causes  4 hours for response
                degradation that is over 100%     Next business day for
                                                  resolution of problem or
                                                  agreed upon path to
                                                  resolve the problem
--------------------------------------------------------------------------------
       2        A reproducible error that causes  8 hours for response
                degradation that is over 50%      10 days for correction

--------------------------------------------------------------------------------
       3        A reproducible error that causes  Next business day for response
                degradation that is over 25%      15 days for correction
--------------------------------------------------------------------------------
       4        A reproducible error that causes  3 business days for response
                degradation that is in excess of  Next product release for
                the target response times.        correction
--------------------------------------------------------------------------------

                                       2
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                  ATTACHMENT H
                     TO THE SUBSCRIPTION SERVICES AGREEMENT


                         Response and Correction Times
                         -----------------------------


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Severity Level  Definition of Production Issue                          Complete Response and Correction Times
-----------------------------------------------------------------------------------------------------------------------
<C>             <S>                                                     <C>
       1        A reproducible error that causes complete                          1 hour for response
                unavailability of the pcOrder System                    4 hours for correction

-----------------------------------------------------------------------------------------------------------------------
       2        a reproducible error that causes the unavailability     4 hours for response
                of a pcOrder System function                            Next business day for correction

-----------------------------------------------------------------------------------------------------------------------
       3        a reproducible error that causes a reduction of the     Next business day for response
                average performance of the pcOrder System as            20 business days for correction
                determined by pcOrder
-----------------------------------------------------------------------------------------------------------------------
       4        a question on the use or functionality of the Software  3 business days for response
                                                                        Possible future release for correction
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

Client will identify the severity level of every issue when it is reported to
the pcOrder help desk.

                             Escalation Procedures

If an error is not corrected within the applicable time frame set forth in the
chart above, Client may escalate the error to pcOrder's Support Manager (which
as of the Effective Date is [*] ).  If, after escalation to pcOrder's Support
Manager, an error is not corrected within the applicable time frame set forth in
the chart above, Client may escalate the error to pcOrder's Compaq.com Business
Unit Manager (which as of the Effective Date is [*] ).  If, after escalation to
pcOrder's Compaq.com Business Unit Manager, an error is not corrected within the
applicable time frames set forth in the chart above, Client may escalate the
error to pcOrder's President and Chief Operating Officer (which as of the
Effective Date is Christina Jones).

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                 ATTACHMENT I
                    TO THE SUBSCRIPTION SERVICES AGREEMENT

                                  Competitors
                                  -----------

[*]
Broadvision
[*]
Broadvision
Smart
Calico
[*]

This list shall also include the parent companies, subsidiaries, foreign
branches, and foreign offices of the entities listed above.__The parties agree
that pcOrder may, by providing written notice to Client, update this list with
the names of additional entities that develop or market software products that
pcOrder reasonably deems to be competitive with software developed or marketed
by pcOrder.  The parties agree that any competitors added to this list shall be
considered "Competitors" effective only thirty (30) days following delivery to
Client of an updated list.

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                 ATTACHMENT J
                    TO THE SUBSCRIPTION SERVICES AGREEMENT

                       MASTER PREFERRED ESCROW AGREEMENT

                     Master Number ______________________

This Agreement is effective April 1, 1999 among DSI Technology Escrow Services,
                            -------------
Inc. ("DSI"), pcOrder.com, Inc. ("Depositor") and any additional party signing
the Acceptance Form attached to this Agreement ("Preferred Beneficiary"), who
collectively may be referred to in this Agreement as "the parties."

A.   Depositor and Preferred Beneficiary have entered or will enter into a
license agreement, development agreement, and/or other agreement regarding
certain proprietary technology of Depositor (referred to in this Agreement as
"the License Agreement").

B.   Depositor desires to avoid disclosure of its proprietary technology except
under certain limited circumstances.

C.   The availability of the proprietary technology of Depositor is critical to
Preferred Beneficiary in the conduct of its business and, therefore, Preferred
Beneficiary needs access to the proprietary technology under certain limited
circumstances.

D.   Depositor and Preferred Beneficiary desire to establish an escrow with DSI
to provide for the retention, administration and controlled access of certain
proprietary technology materials of Depositor.

E.   The parties desire this Agreement to be supplementary to the License
Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).


ARTICLE 1  --  DEPOSITS

1.1  Obligation to Make Deposit.  Upon the signing of this Agreement by the
     --------------------------
parties, including the signing of the Acceptance Form, Depositor shall deliver
to DSI the proprietary technology and other materials ("Deposit Materials")
required to be deposited by the License Agreement or, if the License Agreement
does not identify the materials to be deposited with DSI, then such materials
will be identified on an Exhibit A.  If Exhibit A is applicable, it is to be
prepared and signed by Depositor and Preferred Beneficiary.  DSI shall have no
obligation with respect to the preparation, signing or delivery of Exhibit A.

1.2  Identification of Tangible Media.  Prior to the delivery of the Deposit
     --------------------------------
Materials to DSI, Depositor shall conspicuously label for identification each
document, magnetic tape, disk, or other tangible media upon which the Deposit
Materials are written or stored.  Additionally, Depositor shall complete Exhibit
B to this Agreement by listing each such tangible media by the item label
description, the type of media and the quantity.  The Exhibit B must be signed
by Depositor and delivered to DSI with the Deposit Materials.  Unless and until
Depositor makes the initial  deposit with DSI, DSI shall have no obligation with
respect to this Agreement, except the obligation to notify the parties regarding
the status of the deposit account as required in Section 2.2 below.

1.3  Deposit Inspection.  When DSI receives the Deposit Materials and the
     ------------------
Exhibit B, DSI will conduct a deposit inspection by visually matching the
labeling of the tangible media containing the Deposit Materials to the item
descriptions and quantity listed on the Exhibit B.  In addition to the deposit
inspection, Preferred Beneficiary may elect to cause a verification of the
Deposit Materials in accordance with Section 1.6 below.

1.4  Acceptance of Deposit.   At completion of the deposit inspection, if DSI
     ---------------------
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy
thereof to Depositor and Preferred Beneficiary.  If DSI determines that the
labeling does not match the item descriptions or quantity on the Exhibit B, DSI
will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign
the Exhibit B with the exceptions noted; and (c) mail a copy of the Exhibit B to
Depositor and Preferred Beneficiary.  DSI's acceptance of the deposit occurs
upon the signing of the Exhibit B by DSI.  Delivery of the signed Exhibit B to
Preferred Beneficiary is Preferred Beneficiary's  notice that the Deposit
Materials have been received and accepted by DSI.

1.5  Depositor's Representations.  Depositor represents as follows:
     ---------------------------

     a.   Depositor lawfully possesses all of the Deposit Materials deposited
          with DSI;

     b.   With respect to all of the Deposit Materials, Depositor has the right
          and authority to grant to DSI and Preferred Beneficiary the rights as
          provided in this Agreement;

     c.   The Deposit Materials are not subject to any lien or other
          encumbrance;

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

     d.   The Deposit Materials consist of the proprietary technology and other
          materials identified either in the  License Agreement or Exhibit A, as
          the case may be; and

     e.   The Deposit Materials are readable and useable in their current form
          or, if the Deposit Materials are encrypted, the decryption tools and
          decryption keys have also been deposited.

1.6  Verification.  Preferred Beneficiary shall have the right, at Preferred
     ------------
Beneficiary's expense, to cause a verification of any Deposit Materials.  A
verification determines, in different levels of detail, the accuracy,
completeness, sufficiency and quality of the Deposit Materials.  If a
verification is elected after the Deposit Materials have been delivered to DSI,
then only DSI, or at DSI's election an independent person or company selected
and supervised by DSI, may perform the verification.

1.7  Deposit Updates.  Unless otherwise provided by the License Agreement,
     ---------------
Depositor shall update the Deposit Materials within thirty (30) days of
Depositor's making of an new release or new version of the software licensed
under the License Agreement generally available to Depositor's client base.
Such updates will be added to the existing deposit.  Unless otherwise expressly
agreed otherwise by Depositor and Preferred Beneficiary in writing, updates to
the Deposit Materials will not include software developed for Preferred
Beneficiary on a custom basis or any custom modifications to Depositor's
generally available software.  All deposit updates shall be listed on a new
Exhibit B and the new Exhibit B shall be signed by Depositor.  Each Exhibit B
will be held and maintained separately within the escrow account.  An
independent record will be created which will document the activity for each
Exhibit B.  The processing of all deposit updates shall be in accordance with
Sections 1.2 through 1.6 above.  All references in this Agreement to the Deposit
Materials shall include the initial Deposit Materials and any updates.

1.8  Removal of Deposit Materials.  The Deposit Materials may be removed and/or
     ----------------------------
exchanged only on written instructions signed by Depositor and Preferred
Beneficiary, or as otherwise provided in this Agreement.


ARTICLE 2  -- CONFIDENTIALITY AND RECORD KEEPING

2.1  Confidentiality.  DSI shall maintain the Deposit Materials in a secure,
     ---------------
environmentally safe, locked facility which is accessible only to authorized
representatives of DSI.  DSI shall have the obligation to reasonably protect the
confidentiality of the Deposit Materials.  Except as provided in this Agreement,
DSI shall not disclose, transfer, make available, or use the Deposit Materials.
DSI shall not disclose the content of this Agreement to any third party.  If DSI
receives a subpoena or other order of a court or other judicial tribunal
pertaining to the disclosure or release of the Deposit Materials, DSI will
immediately notify the parties to this Agreement.  It shall be the
responsibility of Depositor and/or Preferred Beneficiary to challenge any such
order; provided, however, that DSI does not waive its rights to present its
position with respect to any such order.  DSI will not be required to disobey
any court or other judicial tribunal order.  (See Section 7.5 below for notices
of requested orders.)

2.2  Status Reports.  DSI will issue to Depositor and Preferred Beneficiary a
     --------------
report profiling the account history at least semi-annually.  DSI may provide
copies of the account history pertaining to this Agreement upon the request of
any party to this Agreement.

2.3  Audit Rights.  During the term of this Agreement, Depositor and Preferred
     ------------
Beneficiary shall each have the right to inspect the written records of DSI
pertaining to this Agreement.  Any inspection shall be held during normal
business hours and following reasonable prior notice.


ARTICLE 3  --  GRANT OF RIGHTS TO DSI

3.1  Title to Media.  Depositor hereby transfers to DSI the title to the media
     --------------
upon which the proprietary technology and materials are written or stored.
However, this transfer does not include the ownership of the proprietary
technology and materials contained on the media such as any copyright, trade
secret, patent or other intellectual property rights.

3.2  Right to Make Copies.  DSI shall have the right to make copies of the
     --------------------
Deposit Materials as reasonably necessary to perform this Agreement.  DSI shall
copy all copyright, nondisclosure, and other proprietary notices and titles
contained on the Deposit Materials onto any copies made by DSI.  With all
Deposit Materials submitted to DSI, Depositor shall provide any and all
instructions as may be necessary to duplicate the Deposit Materials including
but not limited to the hardware and/or software needed.

3.3  Right to Transfer Upon Release. Depositor hereby grants to DSI the right to
transfer Deposit Materials to Preferred Beneficiary upon any release of the
Deposit Materials pursuant to Section 4 for use by Preferred Beneficiary in
accordance with Section 4.5.  Except upon such a release or as otherwise
provided in this Agreement, DSI shall not transfer the Deposit Materials.


ARTICLE 4  -- RELEASE OF DEPOSIT

4.1  Release Conditions.  As used in this Agreement, "Release Condition" shall
     ------------------
mean the following:

                                       2
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

     a.   Depositor's failure to remedy a material breach of its support and
          maintenance obligations under the License Agreement within twenty (20)
          days of receiving written notice of such breach from Preferred
          Beneficiary, provided that (a) such breach arises from Depositor's
          failure to remedy an Serious Error in the software licensed under the
          License Agreement, and (b) such notice describes the error in
          sufficient detail to allow Depositor to reproduce the error.  For
          purposes of this Section 4.1, a "Serious Error" is an error that
          significantly impairs the value of the software to Preferred
          Beneficiary by (i) causing the software to fail catastrophically, (ii)
          causing the software to repeatedly fail materially to perform one or
          more of the major functions described in the functional specifications
          for the software, (iii) causing the software to repeatedly produce
          materially and substantially incorrect results, or (iv) causing the
          operating performance of the software to be substantially degraded; or

     b.   Depositor's failure to continue to do business in the ordinary course.

4.2  Filing For Release.  If Preferred Beneficiary believes in good faith that a
     ------------------
Release Condition has occurred, Preferred Beneficiary may provide to DSI written
notice of the occurrence of the Release Condition and a request for the release
of the Deposit Materials.  Upon receipt of such notice, DSI shall provide a copy
of the notice to Depositor by commercial express mail.

4.3  Contrary Instructions.  From the date DSI mails the notice requesting
     ---------------------
release of the Deposit Materials, Depositor shall have ten business days to
deliver to DSI Contrary Instructions. "Contrary Instructions" shall mean the
written representation by Depositor that a Release Condition has not occurred or
has been cured.  Upon receipt of Contrary Instructions, DSI shall send a copy to
Preferred Beneficiary by commercial express mail.  Additionally, DSI shall
notify both Depositor and Preferred Beneficiary that there is a dispute to be
resolved pursuant to the Dispute Resolution section of this Agreement (Section
7.3).  Subject to Section 5.2, DSI will continue to store the Deposit Materials
without release pending (a) joint instructions from Depositor and Preferred
Beneficiary; (b) resolution pursuant to the Dispute Resolution provisions; or
(c) order of a court.

4.4  Release of Deposit.  If DSI does not receive Contrary Instructions from the
     ------------------
Depositor, DSI is authorized to release the Deposit Materials to the Preferred
Beneficiary or, if more than one beneficiary is registered to the deposit, to
release a copy of the Deposit Materials to the Preferred Beneficiary.  However,
DSI is entitled to receive any fees due DSI before making the release.  Any
copying expense in excess of $300 will be chargeable to Preferred Beneficiary.
Upon any such release, the escrow arrangement will terminate as it relates to
the Depositor and  Preferred  Beneficiary involved in the release.

4.5  Right to Use Following Release.  Unless otherwise provided in the License
     ------------------------------
Agreement, upon release of the Deposit Materials in accordance with this Article
4, Preferred Beneficiary shall have the right to, and Depositor hereby grants
Preferred Beneficiary a license to use the Deposit Materials for the sole
purpose of diagnose and correct errors in the software licensed under the
License Agreement.

4.6  Confidential Treatment.  Preferred Beneficiary agrees that the Deposit
     ----------------------
Materials shall be treated as confidential information of pcOrder, as such term
or any similar term is defined by the License Agreement, provided, however, that
any exception to Preferred Beneficiary's confidentiality obligations under the
License Agreement based upon the confidential information being in the Preferred
Beneficiary's or another party's prior possession or becoming lawfully available
from another source or being independently developed by the Preferred
Beneficiary shall not apply to the Deposit Materials.  Without limiting the
generality of the Preferred Beneficiary's obligations with respect to
confidential information, including without limitation the Deposit Materials,
under the License Agreement, Preferred Beneficiary shall also: (a) maintain the
Deposit Materials at a facility under the Preferred Beneficiary's control; (b)
shall designate a manager who shall have responsibility for preserving the
security of the Deposit Materials at all times; (c) maintain the Deposit
Materials in a room or locker to which access may be obtained only through a key
or computerized card-access security device; (d) to the extent the Deposit
Materials are installed in machine-readable form on any computer equipment,
limit access to such Deposit Materials through a password-based computer control
facility; (e) assure that no person other than such manager and other personnel
specifically designated by such manager (solely on a "need to know" basis) may
have access to the Deposit Materials; (f) assure that no individual shall have
such access to the Deposit Materials unless he or she (i) has been made aware of
and acknowledges, in writing, the confidential and proprietary nature of Deposit
Materials; (ii) has been trained with respect to the procedures designed to
preserve the confidentiality of the Deposit Materials, and (iii) is subject to a
binding and enforceable obligation neither to use the Deposit Materials other
than for the purposes expressly permitted by this Agreement nor to disclose the
Deposit Materials to any person other than Preferred Beneficiary personnel
similarly authorized to access such Deposit Materials; (g) assure that the
manager maintains a record of all persons who have access to the Deposit
Materials and the location of all Deposit Materials, and (h) make such records
available to Depositor upon Depositor's written request).


ARTICLE 5  --  TERM AND TERMINATION

5.1  Term of Agreement.  The initial term of this Agreement is for a period of
     -----------------
one year.  Thereafter, this Agreement shall automatically renew from year-to-
year unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in
writing that the Agreement is terminated; (b) Preferred Beneficiary instructs
DSI in writing that the Agreement is terminated as it relates to Preferred
Beneficiary; or (c) the Agreement is terminated by DSI for nonpayment in
accordance with Section 5.2.  If the Acceptance Form has been signed at a date
later than this Agreement, the initial term of the Acceptance Form will be for
one year with subsequent terms to be adjusted to match the anniversary date of
this Agreement.  If the Deposit Materials are subject to another escrow
agreement with DSI, DSI reserves the right, after the initial one year term, to
adjust the anniversary date of this Agreement to match the then prevailing
anniversary date of such other escrow arrangements.

                                       3
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

5.2  Termination for Nonpayment.  In the event of the nonpayment of fees owed to
     --------------------------
DSI, DSI shall provide written notice of delinquency to the parties to this
Agreement affected by such delinquency.  Any such party shall have the right to
make the payment to DSI to cure the default.  If the past due payment is not
received in full by DSI within one month of the date of such notice, then at any
time thereafter DSI shall have the right to terminate this Agreement to the
extent it relates to the delinquent party by sending written notice of
termination to such affected parties.  DSI shall have no obligation to take any
action under this Agreement so long as any payment due to DSI remains unpaid.

5.3  Disposition of Deposit Materials Upon Termination.  Upon termination of
     -------------------------------------------------
this Agreement, DSI shall destroy, return, or otherwise deliver the Deposit
Materials in accordance with Depositor's instructions.  If there are no
instructions, DSI may, at its sole discretion, destroy the Deposit Materials or
return them to Depositor.  DSI shall have no obligation to return or destroy the
Deposit Materials if the Deposit Materials are subject to another escrow
agreement with DSI.

5.4  Survival of Terms Following Termination.  Upon termination of this
     ---------------------------------------
Agreement, the following provisions of this Agreement shall survive:

     a.   Depositor's Representations (Section 1.5);

     b.   The obligations of confidentiality with respect to the Deposit
          Materials;

     c.   The rights granted in the sections entitled Right to Transfer Upon
          Release (Section 3.3) and Right to Use Following Release (Section
          4.5), if a release of the Deposit Materials has occurred prior to
          termination;

     d.   The obligation to pay DSI any fees and expenses due;

     e.   The provisions of Article 7; and

     f.   Any provisions in this Agreement which specifically state they survive
          the termination or expiration of this Agreement.


ARTICLE 6  --  DSI'S FEES

6.1  Fee Schedule.  DSI is entitled to be paid its standard fees and expenses
     ------------
applicable to the services provided.    DSI shall notify the party responsible
for payment of DSI's fees at least 90 days prior to any increase in fees.  For
any service not listed on DSI's standard fee schedule, DSI will provide a quote
prior to rendering the service, if requested.

6.2  Payment Terms.  DSI shall not be required to perform any service unless the
     -------------
payment for such service and any outstanding balances owed to DSI are paid in
full.  Fees are due upon receipt of a signed contract or receipt of the Deposit
Materials whichever is earliest.  If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2.  Late fees on past due
amounts shall accrue interest at the rate of one and one-half percent per month
(18% per annum) from the date of the invoice.


ARTICLE 7  --  LIABILITY AND DISPUTES

7.1  Right to Rely on Instructions.  DSI may act in reliance upon any
     -----------------------------
instruction, instrument, or signature reasonably believed by DSI to be genuine.
DSI may assume that any employee of a party to this Agreement who gives any
written notice, request, or instruction has the authority to do so.  DSI shall
not be responsible for failure to act as a result of causes beyond the
reasonable control of DSI.

7.2  Indemnification.  DSI shall be responsible to perform its obligations under
     ---------------
this Agreement and to act in a reasonable and prudent manner with regard to this
escrow arrangement.  Provided DSI has acted in the manner stated in the
preceding sentence, Depositor and Preferred Beneficiary each agree to indemnify,
defend and hold harmless DSI from any and all claims, actions, damages,
arbitration fees and expenses, costs, attorney's fees and other liabilities
incurred by DSI relating in any way to this escrow arrangement.

7.3  Dispute Resolution.  Any dispute relating to or arising from this Agreement
     ------------------
shall be resolved by arbitration under the Commercial Rules of the American
Arbitration Association.  Unless otherwise agreed by Depositor and Preferred
Beneficiary, arbitration will take place in San Diego, California, USA.  Any
court having jurisdiction over the matter may enter judgment on the award of the
arbitrator(s).  Service of a petition to confirm the arbitration award may be
made by First Class mail or by commercial express mail, to the attorney for the
party or, if unrepresented, to the party at the last known business address.

7.4  Controlling Law.  This Agreement is to be governed and construed in
     ---------------
accordance with the laws of the State of California, without regard to its
conflict of law provisions.

7.5  Notice of Requested Order.  If any party intends to obtain an order from
     -------------------------
the arbitrator or any court of competent jurisdiction which may direct DSI to
take, or refrain from taking any action, that party shall:

                                       4
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

     a.   Give DSI at least two business days' prior notice of the hearing;

     b.   Include in any such order that, as a precondition to DSI's obligation,
          DSI be paid in full for any past due fees and be paid for the
          reasonable value of the services to be rendered pursuant to such
          order; and

     c.   Ensure that DSI not be required to deliver the original (as opposed to
          a copy) of the Deposit Materials if DSI may need to retain the
          original in its possession to fulfill any of its other escrow duties.


ARTICLE 8  --  GENERAL PROVISIONS

8.1  Entire Agreement.  This Agreement, which includes the Acceptance Form and
     ----------------
the Exhibits described herein, embodies the entire understanding among all of
the parties with respect to its subject matter and supersedes all previous
communications, representations or understandings, either oral or written.  DSI
is not a party to the License Agreement between Depositor and Preferred
Beneficiary and has no knowledge of any of the terms or provisions of any such
License Agreement.  DSI's only obligations to Depositor or Preferred Beneficiary
are as set forth in this Agreement.  No amendment or modification of this
Agreement shall be valid or binding unless signed by all the parties hereto,
except that Exhibit A need not be signed by DSI, Exhibit B need not be signed by
Preferred Beneficiary and the Acceptance Form need only be signed by the parties
identified therein.

8.2  Notices.  All notices, invoices, payments, deposits and other documents and
     -------
communications shall be given to the parties at the addresses specified in the
attached Exhibit C and Acceptance Form.  It shall be the responsibility of the
parties to notify each other as provided in this Section in the event of a
change of address. The parties shall have the right to rely on the last known
address of the other parties.  Unless otherwise provided in this Agreement, all
documents and communications may be delivered by First Class mail.

8.3  Severability.  In the event any provision of this Agreement is found to be
     ------------
invalid, voidable or unenforceable, the parties agree that unless it materially
affects the entire intent and purpose of this Agreement, such invalidity,
voidability or unenforceability shall affect neither the validity of this
Agreement nor the remaining provisions herein, and the provision in question
shall be deemed to be replaced with a valid and enforceable provision most
closely reflecting the intent and purpose of the original provision.

8.4  Successors.  This Agreement shall be binding upon and shall inure to the
     ----------
benefit of the successors and assigns of the parties.  However, DSI shall have
no obligation in performing this Agreement to recognize any successor or assign
of Depositor or Preferred Beneficiary unless DSI receives clear, authoritative
and conclusive written evidence of the change of parties.

8.5  Regulations. Depositor and Preferred Beneficiary are responsible for and
     -----------
warrant compliance with all applicable laws, rules and regulations, including
but not limited to customs laws, import, export, and re-export laws and
government regulations of any country from or to which the Deposit Materials may
be delivered in accordance with the provisions of this Agreement.


pcOrder.com, Inc                        DSI Technology Escrow Services, Inc.



By:                                     By:
   --------------------------------        --------------------------------

Name:                                   Name:
     ------------------------------          ------------------------------

Title:                                  Title:
      -----------------------------           -----------------------------

Date:                                   Date:
     ------------------------------          ------------------------------

                                       5
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                             PREFERRED BENEFICIARY
                                ACCEPTANCE FORM

                     Account Number ______________________

Depositor, Preferred Beneficiary and DSI Technology Escrow Services, Inc.
("DSI"), hereby acknowledge that __________________________________ is the
Preferred Beneficiary referred to in the Master Preferred  Escrow Agreement
effective April 1, 1999 with DSI as the escrow agent and pcOrder.com, Inc. as
the Depositor.  Preferred Beneficiary hereby agrees to be bound by all
provisions of such Agreement.

Depositor hereby enrolls Preferred Beneficiary to the following account(s):

Account Name                                Account Number
------------                                --------------

-----------------------------------         ------------------------------------

-----------------------------------         ------------------------------------

-----------------------------------         ------------------------------------


Notices and communications to Preferred
Beneficiary should be addressed to:         Invoices should be addressed to:

Company Name:
             ----------------------         ------------------------------------

Address:
        ---------------------------         ------------------------------------

        ---------------------------         ------------------------------------

        ---------------------------         ------------------------------------

Designated Contact:                         Contact:
                   ----------------                 ----------------------------
Telephone:
          -------------------------         ------------------------------------

Facsimile:                                  P.O.#, if required:
          -------------------------                            -----------------





-----------------------------------         ------------------------------------
Preferred Beneficiary                       Depositor

                        Beneficiary
-----------------------------------



By:                                         By:
   -----------------------------------         ---------------------------------

Name:                                       Name:
     ------------------------------              -------------------------------

Title:                                      Title:
      -----------------------------               ------------------------------

Date:                                       Date:
     ------------------------------              -------------------------------



DSI Technology Escrow Services, Inc.
------------------------------------

By:
   -----------------------------------

Name:
   -----------------------------------

Title:
   -----------------------------------

Date:
   -----------------------------------

                                       6
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                                                       EXHIBIT A

                           MATERIALS TO BE DEPOSITED

                     Account Number ______________________


Depositor represents to Preferred Beneficiary that Deposit Materials delivered
to DSI shall consist of: (a) a copy of the source code for the software programs
listed below on computer-readable magnetic media, excluding any embedded third-
party software which pcOrder does not have the legal right to place into this
escrow account; (b) descriptions of any embedded third-party software not placed
into escrow by Depositor sufficient for Preferred Beneficiary to understand the
function and vendor of such third-party software; and (c) technical
documentation sufficient to enable a reasonably skilled programmer to use such
source code within the scope of the license granted in Section 4.5.

Software Programs:




-----------------------------------         ------------------------------------
Depositor                                   Preferred Beneficiary

By:                                         By:
   --------------------------------            ---------------------------------

Name:                                       Name:
     ------------------------------              -------------------------------

Title:                                      Title:
      -----------------------------               ------------------------------

Date:                                       Date:
     ------------------------------              -------------------------------


                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                                                       EXHIBIT B

                       DESCRIPTION OF DEPOSIT MATERIALS

Depositor Company Name
                       ---------------------------------------------------------

Account Number
               -----------------------------------------------------------------

Product Name                                  Version
             --------------------------------         --------------------------
(Product Name will appear on Account History report)

DEPOSIT MATERIAL DESCRIPTION:
Quantity  Media Type & Size             Label Description of Each Separate Item
                                              (Please use other side if
                                             additional space is needed)
          Disk 3.5" or
--------               ----

          DAT tape     mm
--------           ----

          CD-ROM
--------

          Data cartridge tape
--------                      ----

          TK 70 or      tape
--------           ----

          Magnetic tape
--------                ----

          Documentation
--------

          Other
--------        -------------------


PRODUCT DESCRIPTION:
Operating System
                 ---------------------------------------------------------------
Hardware Platform
                  --------------------------------------------------------------

DEPOSIT COPYING INFORMATION:
Is the media encrypted?  Yes / No   If yes, please include any passwords and the
decryption tools.
Encryption tool name                                      Version
                     -----------------------------------          --------------
Hardware required
                  --------------------------------------------------------------
Software required
                  --------------------------------------------------------------

I certify for Depositor that the            DSI has inspected and accepted the
above described Deposit Materials           above materials (any exceptions are
have been transmitted to DSI:               noted above):



Signature                                   Signature
         --------------------------                  ---------------------------
Print Name                                  Print Name
          -------------------------                   --------------------------
Date                                        Date Accepted
    -------------------------------                      -----------------------
                                            Exhibit B#
                                                      --------------------------

    Send materials to: DSI, 9555 Chesapeake Dr. #200, San Diego, CA 92123
                                (619) 694-1900

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                                                       EXHIBIT C

                              DESIGNATED CONTACT

                     Master Number ______________________


Notices and communications
should be addressed to:                    Invoices should be addressed to:

Company Name:
             ----------------------        -------------------------------------

Address:
        ---------------------------        -------------------------------------

        ---------------------------        -------------------------------------

        ---------------------------        -------------------------------------

Designated Contact:                        Contact:
                   ----------------                 ----------------------------
Telephone:
          -------------------------        -------------------------------------

Facsimile:                                 P.O.#, if required:
          -------------------------                            -----------------


Requests to change the designated contact should be given in writing by the
designated contact or an authorized employee.


Contracts, Deposit Materials and notices   Invoice inquiries and fee remittances
DSI should be addressed to:                to DSI should be addressed to:

DSI                                        DSI
Contract Administration                    Accounts Receivable
Suite 200                                  Suite 1450
9555 Chesapeake Drive                      425 California Street
San Diego, CA 92123                        San Francisco, CA 94104

Telephone:  (619) 694-1900                 (415) 398-7900
Facsimile:  (619) 694-1919                 (415) 398-7914

Date:
     ------------------------------

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                      ADDITIONAL ESCROW ACCOUNT AMENDMENT
                      TO MASTER PREFERRED ESCROW AGREEMENT


                      Master Number ______________________


                   New Account Number ______________________



pcOrder.com, Inc. ("Depositor") has entered into a Master Preferred Escrow
Agreement with DSI Technology Escrow Services, Inc. ("DSI").  Pursuant to that
Agreement, Depositor may deposit certain Deposit Materials with DSI.

Depositor desires that new Deposit Materials be held in a separate account and
be maintained separately from the existing account.  By execution of this
Amendment, DSI will establish a separate account for the new Deposit Materials.
The new account will be referenced by the following name: ____________________.

Depositor hereby agrees that all terms and conditions of the existing Master
Preferred Escrow Agreement previously entered into by Depositor and DSI will
govern this account.  The termination or expiration of any other account of
Depositor will not affect this account.



                                            DSI Technology Escrow Services, Inc.
-----------------------------------
Depositor

By:                                         By:
   --------------------------------            ---------------------------------

Name:                                       Name:
     ------------------------------              -------------------------------

Title:                                      Title:
      -----------------------------               ------------------------------

Date:                                       Date:
     ------------------------------              -------------------------------

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                 ATTACHMENT K
                    TO THE SUBSCRIPTION SERVICES AGREEMENT

                             PERFORMANCE TEST PLAN


Attachment K defines a standardized test that is designed to show that
CommerceStation 2.0, Order Server 2.0 and SystemBuilder products meet or exceed
the following performance targets.


Performance Targets

For a standard server configuration, herein referred to as a "cluster", a
cluster can support

     [*]  shoppers per day
     [*]  orders per day

while meeting the following average response time requirements.

Type of transaction               Network Latency         Transaction Time
                                  Time
--------------------------------------------------------------------------------
Catalog View (datasheet)          [*]  milliseconds       [*]  seconds
--------------------------------------------------------------------------------
Level 1 Hierarchical Catalog      [*]  milliseconds       [*]  seconds
 View
--------------------------------------------------------------------------------
Configuration                     [*]  milliseconds       [*]  seconds
--------------------------------------------------------------------------------
Pricing                           [*]  milliseconds       [*]  seconds
--------------------------------------------------------------------------------
Catalog Search                    [*]  milliseconds       [*]  seconds
--------------------------------------------------------------------------------

Note - Network latency is directly proportional to the size of the data set
returned to the browser.  It is assumed that not more than 20 parts are returned
in the catalog search results and the time required to transfer collateral (such
as images) is not included in the timings. These response time metrics apply to
Commerce Station, Order Server and System Builder software, measured from inside
the Compaq firewall (i.e., minus Internet Network Latency) using a URL
transactional tool. Webload is the preferred URL transactional tool.


Performance Testbed - Cluster Hardware/Software Assumptions

For the purposes of the standardized test, a cluster is defined by the following
hardware and software configuration.  (Note: This does not necessarily represent
the recommended cluster configuration optimized for production use.)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Name                  Hardware description                             Installed software
------------------------------------------------------------------------------------------------------------------
<S>                   <C>                                              <C>
Web Server 1          Compaq Proliant server with at least 2 Pentium   CommerceStation 2.0 running on
                      II 400Mhz processors, 512 MB RAM, 4GB disk       Microsoft IIS 4.0, and NT 4.0
------------------------------------------------------------------------------------------------------------------
Web Server 2          Compaq Proliant server with at least 2 Pentium   CommerceStation 2.0 running on
                      II 400Mhz processors, 512 MB RAM, 4GB disk       Microsoft IIS 4.0, and NT 4.0
------------------------------------------------------------------------------------------------------------------
Web Server 3          Compaq Proliant server with at least 2 Pentium   CommerceStation 2.0 running on
                      II 400Mhz processors, 512 MB RAM, 4GB disk       Microsoft IIS 4.0, and NT 4.0
------------------------------------------------------------------------------------------------------------------
Configuration Server  Compaq Proliant server with at least 2 Pentium   SystemBuilder running on Microsoft IIS
                      II 400 Mhz processors, 512 MB RAM, 4GB disk      4.0, and NT 4.0
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

<TABLE>
<S>                   <C>                                              <C>
------------------------------------------------------------------------------------------------------------------
Application Server    Compaq Proliant server with at least 4 Pentium   CommerceStation 2.0 running on
                      II 400Mhz processors, 1 GB RAM, 4GB disk         Microsoft IIS 4.0, and NT 4.0
------------------------------------------------------------------------------------------------------------------
Database Server       Compaq Proliant server with at least 4 Pentium   Microsoft SQL Server 7.0
                      II 400Mhz processors, 1 GB RAM, RAID array
                      with 8 GB disk
------------------------------------------------------------------------------------------------------------------
Network               100 Base-T Switched Network, no firewall         n/a
------------------------------------------------------------------------------------------------------------------
</TABLE>


Test Scenario Definition

We will use Compaq's graphical user interface, provided that the functionality
tested is restricted to the transactions described below.  The test scenario is
defined as follows:

1)   Hit the main page of the site
2)   Login as a registered user (enter username/password)
3)   First level catalog browse
4)   Load the catalog search page
5)   Catalog search by sku (ie, sku=CPQD-329301-B21)
6)   View product datasheet
7)   Config Compaq classic system
8)   Change a parameter in config
9)   Change a parameter in config
10)  Change a parameter in config
11)  Change a parameter in config
12)  Change a parameter in config
13)  Add item to shopping cart
14)  Load the catalog search page
15)  Catalog search by class (ie, class=Desktop)
16)  Add item to shopping cart
17)  Load the catalog search page
18)  Catalog search by class/category (ie, class=Desktop, category=Pentium II
     500)
19)  Add item to shopping cart
20)  Save shopping cart
21)  Enter order information via SSL session, excluding interaction with any
     external integrations.

User "think time" between cicks for configuration selections:  between 5-10
seconds.
User "think time" between clicks for all other steps:  between 20-30 seconds.

Test Data Assumptions

The test data consists of the following:

[]   A catalog with approximately [*] Compaq parts
[]   [*]  pricebooks for that catalog
[]   A SystemBuilder configuration model for Compaq Deskpro EN minitowers and
     desktops

Other Test Assumptions

[]   The latest available patches to CommerceStation, Order Server and
     SystemBuilder must be applied.
[]   The latest available patches to Microsoft IIS 4.0, SQL Server 7.0, and NT
     4.0 must be applied.
[]   A third party product, WebLoad 3.01 from RadView, is used to simulate users
     to generate the test load, and record the performance results.
[]   pcOrder will provide an implementation of the Webload test scripts and test
     data to Compaq, if desired.

                                       2
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                  SCHEDULE 1

                   PROFESSIONAL CONSULTING SERVICES SCHEDULE
                      TO SUBSCRIPTION SERVICES AGREEMENT


                                    between

                               pcOrder.com, Inc.
                             5001 Plaza on the Lake
                                Austin, TX 78746

                                      and

                          Compaq Computer Corporation
                                 20555 S.H. 249
                               Houston, TX  77070

                                ---------------

This Professional Consulting Services Schedule amends Subscription Services
Agreement between the parties, dated June 16, 1999.

1.   Software CONSULTING Services:

     1.1. All Consulting Services shall be outlined in a mutually agreed upon
          and jointly executed Assignment Order. Assignment Orders shall
          describe the project's deliverables, if any, the timeframe within
          which the project is to be completed, and the respective roles and
          responsibilities of the parties. Assignment Orders which specify
          specific deliverables to be prepared shall describe clearly defined
          projects and specify milestones for the completion of the project that
          are no greater than one month apart. The first milestone for each such
          Assignment Order will be for the completion of a scoping phase within
          two to three weeks. Work performed during the scoping phase will be
          performed on a time and materials basis. At the completion of the
          scoping phase, the parties will mutually agree whether further work
          will be performed for a fixed fee or on a time and materials basis.

     1.2. Projects that require significant work involving integration with
          third party products will be performed on a time and materials basis.
          Once the scoping phase is completed for such projects, the parties
          will mutually agree upon an anticipated budget for the project and an
          anticipated completion date. Fees for the project will be tracked on a
          monthly basis and reported to Client against anticipated budget
          amounts. Before exceeding the budgeted amount for such a project,
          pcOrder will obtain approval from the individual to whom Client's
          project manager for the particular project reports or a Client
          executive responsible for the project. Each Assignment Order will
          specify an early completion date and provide that, if pcOrder
          completes the project by such date, Client will pay to pcOrder a
          twenty percent bonus. Possible time and materials projects include [*]
          integration work,[*] integration for leasing, freight/tax integration,
          [*] integration for [*] integration, and [*] integration.

     1.3. Projects that will not require significant work involving integration
          with third party products will be performed on a fixed fee basis once
          the scoping phase has been completed. Fixed fee projects will be
          quoted in mutually agreed upon dollar amounts. Twenty percent of the
          fees will be due and payable on the effective date of the applicable
          Assignment Order. Sixty percent of the fees will be due and payable
          ratably on a monthly basis between the Effective Date and the
          anticipated completion date. Twenty percent of the fees will be due
          and payable upon completion of the project and delivery of the
          project's fully functional deliverables, provided the project was
          completed on time. Each Assignment Order will specify an early
          completion date and provide that, if pcOrder completes the project by
          such date, Client will pay to pcOrder a twenty percent bonus.

2.   Fees:

     2.1. For the scoping phase of each Assignment Order and for time and
          materials Assignment Orders, Client agrees to pay the below-specified
          fees for Consulting Services. In accordance with Client's standard
          expense polices, Client agrees to pay all taxes, materials, and
          reasonable travel, lodging, and other reasonable out-of-pocket
          expenses incurred in connection with the provision of Consulting
          Services by billable and nonbillable pcOrder employees under all
          Assignment Orders. Expenses will be due and payable monthly.

     2.2. Termination of the Subscription Services Agreement shall not, under
          any circumstances, relieve Client from the obligation to pay for all
          Consulting Services provided under this Schedule prior to such
          termination.

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------


3.   Pricing for additional Services:

pcOrder shall make Consulting Services available to Client, from the Effective
Date through June 30, 2000, at the following rates:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Type of service:              Hourly       Description of service:    Estimated FTEs:
                              Rate:                                   (based on a 200
                                                                      hour month)
-----------------------------------------------------------------------------------------
<S>                           <C>          <C>                        <C>
                              [*]          Develops user and
                                           administration training    As needed
User/Administration                        documentation and course
-------------------                        curriculum.  Compaq has
Documentation                              the option to outsource
-------------                              documentation.
-----------------------------------------------------------------------------------------
                              [*]          Conducts developer
                                           training courses and       As needed
Trainer                                    Train the Trainer
-------                                    Sessions for Compaq
                                           users and web site
                                           administrators.
-----------------------------------------------------------------------------------------
                              [*]          Provides onsite
                                           deployment/training        6 FTEs
Deployment Support Engineer                support. Assists
---------------------------                consulting team in data
                                           process definition,
                                           testing, and
                                           implementation.
-----------------------------------------------------------------------------------------
                                  [*]      Works under the
                                           direction of  Sr.          6 FTEs
Consultant                                 Consultant to provide
----------                                 technical development
                                           services.  (rate
                                           increases to Sr.
                                           Consultant after six
                                           months)
-----------------------------------------------------------------------------------------
                                  [*]      Develops e-commerce
                                           solutions based on         8 FTEs
Sr. Consultant                             specifications and
--------------                             architecture derived in
                                           collaboration with
                                           Lead/Technical Architect.
-----------------------------------------------------------------------------------------
                              [*]          Responsible for design
                                           and implementation of      4 FTEs
Lead Consultant/                           internal and external
----------------                           e-commerce solutions.
Technical Architect                        Works closely with
-------------------                        Client to define custom
                                           implementations.
-----------------------------------------------------------------------------------------
                              [*]          Primary interface with
                                           customer to define and     4 FTEs
Sr. Project Manager                        lead the complete
-------------------                        implementation of
                                           comprehensive e-commerce
                                           solutions
-----------------------------------------------------------------------------------------
                              [*]          Transfers Compaq's high
                                           end configuration and      3 FTEs
CIM 2 Platform Migration                   quote solution (ESP) to
------------------------                   the CommerceStation 2.0
                                           platform
-----------------------------------------------------------------------------------------
                              [*]          Builds SAP linked
SAP Integration Consultant                 solutions utilizing        3 FTEs
                                           Trilogy Connector and
                                           custom solutions.
-----------------------------------------------------------------------------------------
                              [*]          Designs and leads the
Sr. SAP Integration                        implementation of SAP      2 FTEs
 Specialist                                linked solutions.
-----------------------------------------------------------------------------------------
</TABLE>

     3.1. After June 30, 2000, Consulting Services will be subject to an annual
          increase of[*].

                                       2
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

4.  ASSIGNMENT ORDER TERMINATION

     4.1. Client may terminate any Assignment Order for convenience on fifteen
          (15) days prior written notice. Such termination shall not relieve
          Client of its obligation to pay all fees and costs that have accrued
          as of such termination. At Client's request following such a
          termination, pcOrder shall supply to Client all work-in-progress
          produced under the terminated Assignment Order and any applications
          programming interfaces to the Software necessary to complete the work
          comtemplated by the terminated Assignment Order.

     By signing below, each party acknowledges that it has read, understands,
and agrees to the terms of this Professional Consulting Services Schedule.

pcOrder.com, Inc.:                          Compaq Computer Corporation:

     /s/ Christina Jones   6/21/99               /s/ Ben K. Wells
     ------------------------------              -------------------------------
By:  Signature            Date              By:  Signature             Date

         Christina C. Jones                          Ben K. Wells
     ------------------------------              -------------------------------
     Name                                        Name

                                                     Chief Financial Officer
         President & COO                             (Acting)
     ------------------------------              -------------------------------
     Title                                       Title  VP, Corporate Treasurer

                                       3
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                  SCHEDULE 2

                      DATA MAINTENANCE SERVICES SCHEDULE
                      TO SUBSCRIPTION SERVICES AGREEMENT

                                    between

                               pcOrder.com, Inc.
                            5001 Plaza on the Lake
                               Austin, TX 78746

                                      and

                          Compaq Computer Corporation
                                20555 S.H. 249
                              Houston, TX  77070

                                ---------------

This Data Maintenance Services Schedule supplementsthe Subscription Services
Agreement between the parties, dated June 16, 1999.  For purposes of the
Subscription Services Agreement and this Schedule, "Data Maintenance Services"
are defined as:  (i) data compilation services to provide Client with
information and data regarding Client's Products; (ii) services required to
maintain Product pricing and availability information; (iii) services required
to change attributes of the Client Products; and (iv) the activities specified
herein.

1.   Definitions

     1.1.  "Client Products" means all computer hardware, software, services and
           other items manufactured, marketed, and distributed by Client under
           its own brands.

     1.2.  A "SKU" represents a computer component or peripheral product. For
           purposes of this Agreement, "SKU" shall mean a part number
           representing a Client Product.

     1.3.  "Catalog" is an electronic file in mutually agreeable format
           consisting of Client records which contain, but are not limited to,
           the following fields: a Client assigned SKU number and a description
           of the Client Product.

     1.4.  "Class/Categorization" is the process of assigning the relevant
           pcOrder Class and Category definitions to a specific SKU.
           Class/Categorization precedes Population for any SKU.

     1.5.  "Class" is a grouping of products by type, as used by pcOrder in the
           pcOrder system. Class examples are, but not limited to: desktops,
           printers, scanners, and modems.

     1.6.  "Category" is a grouping of products within a Class, as used by
           pcOrder in the pcOrder system. Category examples for the Class
           "printers" are, but not limited to: B&W laser, color laser, dot
           matrix, and ink jet.

     1.7.  A "Configurable SKU" is a computer system (laptop, desktop, server)
           into which another technically-valid component SKU can be
           incorporated to enhance the system's performance, or a component SKU
           (memory, hard drive, modem, etc.) that can be incorporated into a
           configurable computer system. Configurable SKUs and their component
           SKUs will be mutually defined by the Client and pcOrder.

     1.8.  "Configuration Model" is the pcOrder industry standard model of
           Configurable SKUs which is required by the pcOrder configuration
           software in order to configure products.

     1.9.  .

     1.10. A "3rd Party SKU" is a SKU identifying a product not branded by the
           Client. 3rd party SKUs may be a Configurable SKU, or a product that
           is marketed or operated independently of a configured system.

     1.11. A "High End SKU" is a a Client could contain more than eight central
           processing units, and other SKUs that are configurable with such a
           Client Product such as storage devices, monitors, expansion cards,
           modems, memory products, software, printers, and cables.

     1.12. A "High Volume SKU" is a a Client Product, that is a desktop, tower,
           notebook, or server system containing up to eight central processing
           units. "High Volume SKUs" may contain other Client Products that are
           configurable with such Client Product such as storage devices,
           monitors, expansion cards, modems, memory products, software,
           printers, and cables.

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

     1.13. "Mapping" is the process of assigning all Client and distributor
           codes to a SKU, in order to enable pricing, availability, and
           ordering via the pcOrder Software. Mapping of a SKU is necessarily
           preceded by Class/Categorization of that SKU.

     1.14. "Population" is the process of assigning all technical
           specifications, marketing information, and other Product attributes
           to a SKU, in order to enable the pcOrder Software. Population of a
           SKU is necessarily preceded by Class/Categorization of that SKU.

2.   SETUP AND Maintenance of HIGH VOLUME SKus

     2.1.  The following service levels apply to High Volume SKUs:

           2.1.1. Setup.

                           pcOrder shall require initial setup periods ("Setup
                           Periods") in which to analyze each set of High Volume
                           SKU Catalog information provided by Client and to
                           perform initial catalog maintenance. The length of
                           setup periods for High Volume SKUs will be mutually
                           determined by the parties on a project basis. Setup
                           periods that require population of more than [*] High
                           Volume SKUs will require 30 days advance notice.

           2.1.2. Maintenance.

                  2.1.2.1. pcOrder will Class/Categorize up to [*] High Volume
                           SKUs per year. pcOrder will accept up to [*] High
                           Volume SKUs for Class/Categorization per business
                           day, which pcOrder will Class/Categorize within two
                           business days of receipt.

                  2.1.2.2. pcOrder will Populate up to [*] High Volume SKUs per
                           year. pcOrder will accept up to [*] High Volume SKUs
                           per week, which pcOrder will Populate within ten
                           business days of receipt. This service level applies
                           only to preparation of English language datasheets.
                           pcOrder will, however, accept local language text
                           provided by Client in order to support international
                           deployments.

                  2.1.2.3. pcOrder will Configure up to [*] High Volume SKUs per
                           year. pcOrder will accept up to [*] High Volume SKUs
                           for every two week product release cycle.

3.   SETUP AND MAINTENANCE OF HIGH END SKUS

     3.1.  The following service levels apply to High End SKUs:

           3.1.1. Setup.

                           pcOrder shall not maintain information for Client
                           Products that fall in the Himalaya product line.[*]
                           pcOrder shall require initial setup periods ("Setup
                           Period") in which to analyze each set of High End
                           SKU Catalog information provided by Client and to
                           perform initial catalog maintenance. The length of
                           setup periods for High End SKUs will be mutually
                           determined by the parties on a project basis. Setup
                           periods that require population of more than [*] High
                           End SKUs will require 30 days advance notice.

           3.1.2. Maintenance.

                           pcOrder will Class/Categorize up to [*] High End SKUs
                           per year. pcOrder will accept up to [*] High End SKUs
                           for Class/Categorization per business day, which
                           pcOrder will Class/Categorize within two business
                           days of receipt.

                  3.1.2.1. pcOrder will Populate up to [*] High End SKUs per
                           year. pcOrder will accept up to [*] High End SKUs per
                           week, which pcOrder will Populate within ten business
                           days of receipt.

                  3.1.2.2. pcOrder will Configure up to [*] High End SKUs per
                           year. pcOrder will accept up to [*] High End SKUs for
                           every two week product release cycle.

4.   SETUP AND MAINTENANCE OF THIRD PARTY SKUS

     4.1.  The following service levels apply to Third Party SKUs:

           4.1.1. Setup.

                           pcOrder shall require initial setup periods ("Setup
                           Period") in which to analyze each set of 3rd Party or
                           3rd party SKU Catalog information provided by Client
                           and to perform initial catalog maintenance. This
                           process will include generation by the parties of a
                           list of all Client manufacturer codes and their
                           equivalent pcOrder manufacturer codes, so as to
                           facilitate SKU mapping. The length of setup periods
                           for 3rd party SKUs will be mutually determined by the
                           parties on a project basis. Setup periods that
                           require population of more than [*] 3rd party SKUs
                           will require 30 days advance notice.

           4.1.2. Maintenance.

                  4.1.2.1. pcOrder will Class/Categorize up to [*] 3rd Party
                           SKUs per year. pcOrder will accept up to [*] 3rd
                           Party SKUs for Class/Categorization per business day,
                           which pcOrder will Class/Categorize within two
                           business days of receipt.

                  4.1.2.2. pcOrder will Populate up to [*] 3rd Party SKUs per
                           year. pcOrder will accept up to [*] 3rd Party SKUs
                           per week, which pcOrder will Populate within ten
                           business days of receipt. This service level applies
                           only to preparation of English language datasheets.
                           pcOrder will, however, accept local language text
                           provided by Client in order to support international
                           deployments.

                  4.1.2.3. pcOrder will Configure up to [*] 3rd Party SKUs per
                           year. pcOrder will accept up to [*] 3rd Party SKUs
                           for every two week product release cycle.

                                       2
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

5.   Client Obligations

     5.1.  Client acknowledges that pcOrder's ability to provide the Data
           Maintenance Services is dependent on Client's timely providing
           pcOrder with resources and test cases which include Client Product
           information, pricing and availability data, and such other
           information as pcOrder shall reasonably require to enable it to
           perform the Data Maintenance Services. Client shall provide pcOrder
           with test cases by sending a file containing such test cases via FTP,
           in a format provided by pcOrder which includes a tab delimited ASCII
           text file containing the following fields: a) unique test case ID; b)
           part quantity; c) 3-letter vendor code; d) part number; and e)
           expected result (C=configure; F=fail; A=added part).

     5.2.  Client shall promptly, after the Amendment Effective Date, provide
           Client Product pricing, availability, and other information requested
           by pcOrder. Client agrees that such provided information is complete,
           accurate, and current, and pcOrder shall not be responsible for any
           defects or damages which arise from a delay in obtaining such
           resources and information or from the use of defective information
           provided by Client.

     5.3.  Client shall promptly, after the Amendment Effective Date, ensure
           that applicable Authorized Users provide Client Product pricing,
           availability, and other information requested by pcOrder. pcOrder
           shall not be responsible for any defects or damages which arise from
           a delay in obtaining such resources and information or from the use
           of defective information provided by the Authorized Users.

6.   Fees

     6.1.  Client shall pay to pcOrder Annual Data Maintenance Fees according to
           the following schedule: (a) [*] on the Effective Date for the first
           twelve (12) months of Data Maintenance Services (which shall include
           Data Maintenance Services for High Volume, High End, and 3rd Party
           SKUs); (b) [*] in four quarterly installments in advance for the
           second twelve (12) months of Data Maintenance Services (which shall
           include Data Maintenance Services for 3rd Party SKUs), and (c) [*] in
           four quarterly installments in advance for the third twelve (12)
           months of Data Maintenance Services (which shall include Data
           Maintenance Services for 3rd Party SKUs). Should Client terminate
           this Agreement pursuant to Section 14.2.4 or 14.2.5, Client shall be
           relieved from the obligation to make those payments set forth in
           subsections (b) and (c) of this Section 6.1, but shall not be
           relieved from the obligation to make and shall not be entitled to any
           refund of the payment set forth in subsection (a) of this Section
           6.1.

     6.2.  Client may, at its option, renewal datasheet and model maintenance
           services for Client Products for the years following the first and
           second anniversaries of the Amendment Effective Date by providing
           pcOrder with written notice thirty (30) days prior to each such
           anniversary. pcOrder will provide such services at an annual fee no
           greater than [*] .

7.   Other

     7.1.  Client data will be replicated to Client-hosted sites on a mutually
           agreed upon schedule..

     7.2.  Client will have the option to increase its Data Maintenance Services
           to include international datasheet coverage on mutually acceptable
           terms.

     7.3.  Termination of the Subscription Services Agreement or this Schedule,
           for any reason, will not relieve Client from the obligation to pay
           for all Data Maintenance Services provided prior to termination of
           this Schedule.

     7.4.  The fees specified in this Schedule are effective only if the
           Schedule is executed on or before June 16, 1999.

     7.5.  pcOrder will to continue throughout the term of this Agreement to
           conduct third-party audits of its data quality and to use
           commercially reasonable efforts to maintain its present level of data
           quality.

     By signing below, each party acknowledges that it has read, understands,
and agrees to the terms of this Data Maintenance Services Schedule.

pcOrder.com, Inc.:                          Compaq Computer Corporation:

     /s/ Christina Jones   6/21/99               /s/ Ben K. Wells
     ------------------------------              -------------------------------
By:  Signature              Date            By:  Signature               Date

     Christina C. Jones                          Ben K. Wells
     ------------------------------              -------------------------------
     Name                                        Name

                                                 Chief Financial Officer
     President & COO                             (Acting)
     ------------------------------              -------------------------------
     Title                                       Title  VP, Corporate Treasurer

                                       3
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

                                  SCHEDULE 3

                     APPLICATION HOSTING SERVICES SCHEDULE
                       To SUBSCRIPTION SERVICES AGREEMENT

                                    between

                               pcOrder.com, Inc.
                             5001 Plaza on the Lake
                                Austin, TX 78746

                                      and

                          Compaq Computer Corporation
                                 20555 S.H. 249
                               Houston, TX  77070

                                ---------------

This Application Hosting Services Schedule ("Application Hosting Schedule")
amends the Subscription Services Agreement between the parties, dated June 16,
1999.

Application Hosting Services for the Server Software shall consist of the
following:  (i) maintaining the hardware upon which the Server Software is
loaded; (ii) installing and maintaining the Server Software; and (iii)
administering the hardware and Server Software to facilitate reliable and
consistent access to the Server Software by Authorized Users.

1.   Fees

The fee for the Application Hosting Services performed by pcOrder is [*]  per
year for the first [*]  servers supporting Client at the Hosting Site.  An
additional fee of [*]  per server per year shall be paid by Client for each
server in addition thereto.  These fees shall be due and payable in quarterly
installments in advance based upon the number of servers that are in service.
Application Hosting Services will support pcOrder's Data Maintenance Service
guidelines as set forth in Schedule 2.

2.   Hosting Services Levels

     2.1.  pcOrder shall provide hosting service levels substantially in
           accordance with a mutually agreed upon Hosting Service Level
           Agreement ("SLA") to be attached hereto as Attachment B. Such SLA
           shall be agreed upon within thirty (30) days of the Effective Date,
           and agreement shall not be unreasonably withheld.

     2.2.  This Schedule 3 may be amended to include mutually agreed upon
           penalites for nonconformance to such SLA .

     2.3.  pcOrder may change the team members and contacts listed in Attachment
           B from time to time.

3.   Other

     3.1.  Termination of the Agreement or this Application Hosting Schedule,
           for any reason, will not relieve Client from the obligation to pay
           for all Application Hosting Services provided prior to termination of
           this Application Hosting Schedule.

     3.2.  Client may terminate this Application Hosting Schedule within thirty
           (30) days from the date of execution of this Application Hosting
           Schedle.

     3.3.  Client shall provide pcOrder with the necessary dedicated
           communications mechanism(s) for providing the pcOrder Hosting
           Services in accordance with Attachment A hereto.

     3.4.  Both parties acknowledge that during the term of this Application
           Hosting Schedule, Client may, at its sole discretion, elect to
           transfer the Hosting Site from pcOrder's offices to a Client facility
           provided: (i) Client gives pcOrder not less than ninety (90) days
           prior written notice of its intent to transfer the Hosting Site; and
           (ii) the new Hosting Site is within the United States. Subject to
           fulfillment of Client's obligations for transferring the Hosting Site
           and within ninety (90) days of receipt of Client's written notice,
           pcOrder shall deliver one (1) copy of the Server Software to Client
           to be used in accordance with the terms and conditions of the
           Agreement. Client shall provide its own hardware and administration
           of the system. All such administration of the Software will be
           performed at Client's Authorized Location. On-site support for new
           site setup, software installation, upgrades, and routine maintenance
           will be provided by pcOrder on a time and materials basis, at a rate
           of [*] per hour plus reasonable expenses. Data Maintenance Services
           shall continue as provided in Schedule 2 and at the same fee as
           described therein. pcOrder shall no longer be obligated to maintain
           the data in the system; instead, pcOrder shall provide to a single
           Client location daily updates of pcOrder's Catalog containing the
           data to be entered and maintained by pcOrder under the terms of the
           Data Maintenance provisions of the Agreement. Additional costs for
           data updates to multiple Client locations are to be determined.
           Client would henceforth not be responsible for future quarterly
           payments.

     3.5.  In the event Client elects to transfer the Hosting Site pursuant to
           this Schedule 3 and upon transfer of the Hosting Site, pcOrder grants
           to Client a nonexclusive, nontransferable, non-assignable, worldwide
           right and license to:

                                       1
<PAGE>

                                                                    CONFIDENTIAL
                                                                    ------------

           3.5.1. reproduce and copy the delivered Server Software only as
                  strictly necessary to host the Server Software; and

           3.5.2. to make a reasonable number of copies of the Server Software
                  for archival and backup purposes consistent with Compaq's
                  established policy with respect to archival and backup copies.

     By signing below, each party acknowledges that it has read, understands,
and agrees to the terms of this Application Hosting Schedule.

pcOrder.com, Inc.:                          Compaq Computer Corporation:

     /s/ Christina Jones   6/21/99               /s/ Ben K. Wells
     ------------------------------              -------------------------------
By:  Signature              Date            By:  Signature               Date

     Christina C. Jones                          Ben K. Wells
     ------------------------------              -------------------------------
     Name                                        Name

                                                 Chief Financial Officer
     President & COO                             (Acting)
     ------------------------------              -------------------------------
     Title                                       Title  VP, Corporate Treasurer

                                       2