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                                                                   EXHIBIT 10(R)

                            U.S. RESELLER AGREEMENT

1.  APPOINTMENT

     Hewlett-Packard Company ("HP") appoints Reseller as an authorized, non-
     exclusive Reseller for marketing the HP Products listed on the Product
     Exhibits.  Reseller's appointment is subject to the terms and conditions
     set forth in this U.S. Reseller Agreement and the associated Addenda,
     Product Exhibits, HP Product Acquisitions and Resale Categories ("Product
     Categories") and Operations Policy Manual (collectively, "Agreement") for
     the period from the effective date through the expiration date of this
     Agreement.  Reseller accepts appointment on these terms.

2.  STATUS CHANGE

     A.  If Reseller wishes to:

     1.  Change its name or that of any approved location;

     2.  Add, close or change an approved location;

     3.  Undergo a merger, acquisition, consolidation, or other reorganization
         with the result that any entity controls 20% or more of Reseller's
         capital stock or assets after such transaction; or

     4.  Undergo a significant change in control or management of Reseller
         operations

     then Reseller shall notify HP in writing prior to the intended date of
     change.

     B.  HP agrees to promptly notify Reseller of its approval or   disapproval
         of any proposed change, provided that Reseller has given HP all
         information and documents reasonably requested by HP.

     C.  HP must approve proposed Reseller changes prior to any obligation of HP
         to perform under this Agreement with Reseller as changed.

4.  MULTIPLE AGREEMENT DISCOUNTS

    Unless otherwise specified by HP in writing, purchases of HP Products under
    this Agreement and purchases under any other HP Agreement are exclusive of
    each other for the purpose of calculating volume commitment and discount
    levels.

7.  PRICES

     A.  HP's corporate price lists are internal data bases indicating current
         List Prices for HP Products (List Prices").  HP reserves the right to
         change List Prices and discounts upon reasonable notice to Reseller.
         If Reseller is unsure of the List Price to use in calculating net
         Reseller price for any HP Product, Reseller should contact its HP sales
         representative.

     B.  Net Reseller price for HP Products purchased under this Agreement will
         be the List Price at the time of Reseller's orders, less the discounts
         based on Reseller's volume or other commitments or elections specified
         in the Product Exhibits.

     C.  Net Reseller price includes shipment arranged by HP.  HP reserves the
         right to charge Reseller for any special routing, handling or insurance
         requested by Reseller and agreed to by HP.  Orders shipped special
         routing will be F.O.B. Origin.

     D.  Net Reseller price excludes State and Local taxes.  HP will invoice
         Reseller for these taxes, based on point of delivery, unless the
         appropriate resale exemption certificates are on file at HP's order-
         entry point or HP agrees the sale is otherwise exempt.

     E.  Upon request from Reseller, at its discretion, HP may grant special
         pricing for particular end-user customer transactions.  In good faith,
         HP may retract the special pricing at any time before acceptance by the
         end-user customer.  HP may extend the pricing on an exclusive or non-
         exclusive basis and may condition the pricing on a pass-through of all
         or part of the non-standard offering extended by HP.

8.  PAYMENT AND SECURITY TERMS

     A.  Reseller will pay invoices within 30 days from the date of the invoice.
         HP reserves the right to change credit terms at any time when in HP's
         opinion Reseller's financial condition or previous payment record so
         warrants.

     B.  Any Reseller claim for adjustment of an invoice is agreed to be waived
         if Reseller fails to present it within 90 days from date of HP invoice.
         No claims, credits, or offsets may be deducted from any invoice.

     C.  If Reseller fails to pay any sum due within 15 days of HP's written
         notice of delinquency, HP may discontinue performance under this
         Agreement and may revise credit terms for unshipped orders.

     D.  Reseller grants and HP reserves a purchase money security interest in
         each Product purchased under this Agreement and in any proceeds thereof
         for the amount of the purchase price from HP.  Upon request by HP,
         Reseller will sign any document required to perfect such security
         interest.  Payment in full of the purchase price of a Product purchased
         will release the security interest in that Product.

9.  ORDERS; SHIPMENTS; CANCELLATIONS AND CHANGES

     A.  Reseller's orders must comply with the minimum order, release, ship-to,
         and other requirements specified in this Agreement.

     B.  HP will honor written, fax and telephone orders from Reseller's
         approved locations.  Reseller is responsible for ensuring that only
         authorized employees place, change, or delete orders, and that the
         orders conform to all requirements of this Agreement.

     C.  Reseller's requested date for shipment must be within 90 days after
         order date.  HP reserves the right to schedule and reschedule any
         order, at HP's discretion, and to decline any order for credit reasons
         or because the order specifies an unreasonably large quantity or makes
         an unreasonable shipment request.

     D.  HP will use reasonable efforts to meet scheduled shipment dates.
         However, HP will not be liable for delay in meeting a scheduled
         shipment date.

     E.  Reseller must own more than 50% of its business at each approved
         location.  HP will ship HP Products to Reseller under HP's standard
         shipment terms and conditions but only to approved Shipment Locations
         authorized by HP on Exhibit L.  Shipment Locations may be the same as
         company-owned Selling Locations.  All Reseller's sales, advertising and
         promotional activities for HP Products must be conducted from Selling
         Locations approved by HP.  No sales, advertisement or promotion of HP
         Products may be conducted from Shipment 

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         Locations which are not also approved company-owned Selling Locations.

         However, HP will ship to a maximum of six approved Shipment Locations
         and will accept orders only from a single order point.  An exception
         will be made where a Product Exhibit indicates drop shipment is
         available for a specific HP product under a special program; drop
         shipment for those HP Products will be subject to limitations indicated
         in the Product Exhibits.

     F.  Shipments are subject to availability.  If HP Products are in short
         supply, HP will allocate them equitably, at HP's discretion.

     G.  Title to HP Products and risk of loss and damage will pass to Reseller
         F.O.B. Destination.

10. PRICE ADJUSTMENTS; PRICE PROTECTION

     A.  If HP raises Net Reseller prices (either through List Price increases
         or Product Exhibit discount reductions) HP will Invoice Reseller based
         on the old List Price or discount for affected HP Product orders placed
         by Reseller within one month after the effective date of the increase.
         Limited quantity restrictions may apply.

     B.  If HP reduces Net Reseller prices (either through a List Price
         reduction or a combination of List Price and discount changes), HP will
         Invoice Reseller based on the reduced Net Reseller price for affected
         HP Products shipped on or after the effective date of the reduction.

     C.  If HP offers a limited time promotional HP Product discount to all
         Resellers (excluding rebates and spiffs of all forms), HP will  invoice
         Reseller based on the Net Reseller price less the promotional discount
         for orders conforming to and shipments made pursuant to the terms and
         conditions of the promotions.

     D.  If HP reduces Net Reseller prices or offers a limited time HP Product
         promotional discount to all Resellers and the HP Products are eligible
         for price protection as designated on the Product Exhibits, then HP
         will grant Reseller a price protection credit calculated by one of the
         two following methods at HP's discretion:

        1.  The credit will equal the total reduction in Net Reseller price
            (less any previous promotional discount available from HP) for those
            HP Products in Reseller's inventory and in transit to Reseller on
            the effective date of the reduction, using a verification process
            determined by HP, or

        2.  The credit will equal  100% of the total reduction in Net Reseller
            price (Less any previous promotional discount available from HP) for
            those HP products shipped within 30 days before the effective date
            of the reduction, or 75% of the reduction for those HP Products
            shipped within 60 days before that date, whichever is greater.

     E.  To receive a price protection credit by the inventory method, Reseller
         upon notification of a change in price from HP and upon request, will
         complete, sign and return to HP a form showing the number of units
         (including serial numbers) in inventory and in transit to Reseller on
         the effective date of the reduction.  The format for the form may be
         defined by Reseller but must meet the approval of HP.  If Reseller
         fails to submit the form within 30 days of the effective date of the
         reduction, Reseller will receive no price protection for eligible
         products.

     F.  In all cases, HP may require that Reseller accumulate a minimum credit
         of $200 within a particular month before HP extends price protection to
         Reseller for that month.

     G.  HP reserves the right to offer Reseller obsolete, used or refurbished
         HP Products and to offer Reseller HP Products through special promotion
         at discounts different from those in the Product Exhibits and on terms
         which may not include rights to price protection, stock adjustment,
         promotional funds allowance or count towards Reseller's volume
         commitment levels.

11. SOFTWARE

     Reseller is granted the right to distribute software materials supplied by
     HP only in accordance with the license terms supplied with these materials.
     Reseller may alternatively acquire the software materials from HP for its
     own demonstration purposes in accordance with the terms for use in those
     license terms.

12. TRADEMARKS

     A.  From time to time, HP may authorize Reseller to display one or more
         designated HP trademarks.  Reseller may display the trademarks solely
         to promote HP Products.  Any display of the trademarks must be in good
         taste, in a manner that preserves their value as HP trademarks, and in
         accordance with standards provided by HP for their display.  Reseller
         will not use any name or symbol in a way which may imply that the
         Reseller is an agency or branch of HP; Reseller will discontinue any
         such use of a name or mark as requested by HP.  Any rights or purported
         rights in any HP trademarks acquired through Reseller's use belong
         solely to HP.

     B.  Reseller grants HP the non-exclusive, royalty free right to display the
         Reseller's trademarks in advertising and promotional material solely
         for directing prospective purchasers of HP Products to Reseller's
         Selling Locations.  Any display of the trademarks must be in good
         taste, in a manner that preserves their value as Reseller's trademarks,
         and in accordance with standards provided by Reseller for their
         display.  Any rights or purported rights in any Reseller trademarks
         acquired through HP's use belong solely to Reseller.

13. WARRANTY

     A.  HP Product User Warranties are described on the Product Exhibits and
         apply only to end-user purchasers of HP Products.  HP revisions to the
         User Warranties will be effective on the date specified by HP.  Copies
         of User Warranties will be supplied with HP Products.  Reseller must
         provide a copy of the associated User Warranty for an HP Product to
         each end-user prior to sale.

     B.  HP Product Warranty begins upon purchase by the end-user customer and
         shall be verified by proof of acquisition by the end-user or via HP's
         electronic warranty verifications system.

     C.  HP PRODUCT USER WARRANTIES ARE THE EXCLUSIVE WARRANTIES COVERING HP
         PRODUCTS AND ARE IN LIEU OF ANY OTHER WARRANTIES, WRITTEN OR ORAL,
         EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES
         OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

     D.  Some HP Products may contain selected remanufactured parts equivalent
         to new in performance.

14. LIMITATION OF REMEDIES AND LIABILITY

     A.  The remedies provided in this Agreement are Reseller's sole and
         exclusive remedies against HP.

     B.  HP will be liable for damage to tangible property, bodily injury or
         death to the extent a court of competent jurisdiction determines that
         an HP Product sold under this Agreement is defective and has directly
         caused such damage, injury or death, provided that HP's liability for
         damage to tangible property will be limited to $300,000 per incident.
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     C.  HP will be liable to Reseller for any net credits due from HP pursuant
         to the express provisions of this Agreement.  In no event will HP be
         liable for loss of data, for indirect, special, incidental or
         consequential damages (including lost profits) or for any other damages
         whether based on contract, tort, or other legal theory.

15. INTELLECTUAL PROPERTY INDEMNITY

     A.  HP will defend any claim against Reseller that any HP Product infringes
         a patent, utility model, industrial design, copyright, mask work or
         trademark in the country where Reseller acquires or sells the Product
         from HP, provided that Reseller:

         1.  Promptly notifies HP in writing of the claim; and
 
         2.  Cooperates with HP in and grants HP sole authority to control the
             defense and any related settlements.

         HP will pay the cost of such defense or settlement and any costs and
         damages finally awarded by a court against Reseller.

     B.  HP's indemnity shall extend to Reseller's customers and end-users under
         this Agreement provided they comply with the obligations above.

     C.  HP may procure for Reseller, its customers and end-users the right to
         continued sale or use, as appropriate, of the Product or HP may modify
         or replace the product.  If a court enjoins the sale or use of the
         Product and HP determines that none of the above alternatives is
         reasonably available, HP will accept return of the Product and refund
         its depreciated value.

     D.  HP has no obligation for any claim of infringement arising from:

         1.  HP's compliance with any designs, specifications or instructions of
             Reseller;

         2.  Modification of the Product by Reseller or a third party;

         3.  Use of the Product in a way not specified by HP, or

         4.  Use of the Product with products not supplied by HP.

     E.  This Section states HP's entire liability to Reseller and its customers
         and end-users for infringement.

16. RESELLER RECORD-KEEPING

     A.  For contract compliance verification, product safety information,
         operational problem correction and the like, Reseller must maintain
         records of customer purchases of printers, plotters, taxes, scanners,
         and computers for one year.  Records must include customer name,
         address, phone number, ship-to address, serial number and date of sale
         of the above products.

     B.  HP may require Reseller to provide HP or HP's designate with HP Product
         Inventory and sales data including, but not limited to, information
         such as total units of selected HP Products sold and held in inventory
         by month for each approved location, in a format specified by HP.  HP
         may require monthly reporting incorporating the previous month's data
         for each approved location.

     C.  In addition, Reseller must comply with any reporting requirements for
         HP programs.

     D.  At HP's discretion and upon notice to Reseller, HP or HP's designate
         will be given prompt access, either on site or through other means
         specified by HP, to Reseller's customer records, inventory records, and
         other books and records of account as HP believes are reasonably
         necessary to verify and audit Reseller's compliance with this
         Agreement.

     E.  Failure to promptly comply with HP's request will be considered a
         repudiation of this Agreement justifying HP's termination of this
         Agreement on 30 days notice without further cause.

     F.  HP may recover all reasonable actual costs associated with compliance
         verification procedures from any promotional funds, rebate funds, or
         any other HP accrued funds due Reseller.

     G.  HP may debit Reseller for all wrongfully claimed discounts, rebates,
         promotional allowances or other amounts determined as a result of HP's
         audit.

17. AMENDMENTS

     A.  From time to time, HP may add products to or delete them from the
         Product Exhibits, or implement or change HP policies or programs at
         HP's discretion, after reasonable notice to Reseller.

     B.  Any amendment will automatically become a part of this Agreement on the
         effective date specified in the notice.

     C.  Each party agrees that the other has made no commitments regarding the
         duration or renewal of this Agreement beyond those expressly stated in
         this Agreement.

18. TERMINATION OF AGREEMENT

     A.  Either party may terminate this Agreement without cause at any time
         upon 30 days' written notice or with cause at any time upon 15 days'
         written notice to the other party.

     B.  If either party gives the other notice of termination or advises the
         other of its intent not to renew this Agreement, HP may require that
         the Reseller pay cash in advance for additional shipments during the
         remaining term, regardless of Reseller's previous credit status, and
         may withhold all such shipments until Reseller pays its outstanding
         balance.

     C.  Upon termination or expiration of this Agreement for any reason,
         Reseller will immediately cease to be an authorized HP Reseller and
         will refrain from representing itself as such and from using any HP
         trademark or trade name.

     D.  Upon any termination or expiration, either party may require that HP
         purchase from Reseller any HP Products purchased under this Agreement
         that are on HP's then current Product Exhibits, which are in their
         unopened, original packaging and marketable as new merchandise.  The
         repurchase price shall be the lower of either the Net Reseller Price on
         the date of termination or expiration or Reseller's original purchase
         price, in each case less any promotional or other discounts or price
         protection or other credit extended by HP to Reseller for the HP
         Product.  Reseller should contact its HP Sales representative for
         information about the items eligible for repurchase and instructions
         for their return at HP's expense.

     E.  Upon termination of this Agreement or expiration without renewal all
         rights to any accrued Advantage Program or other promotional funds will
         automatically lapse.

     F.  The indemnities provided in this Agreement will survive termination or
         expiration of this Agreement.

19. RELATIONSHIP

     A.  Reseller's relationship with HP will be that of an independent
         contractor.  Nothing stated in this Agreement shall be construed as
         making Reseller and HP a franchise, joint venture or partnership.
<PAGE>
 
     B.  Unless expressly authorized by HP in writing in advance, any commitment
         made by Reseller to its customers with respect to price, quantities,
         delivery, specifications, warranties, modifications, interfacing
         capability or suitability will be Reseller's sole responsibility, and
         Reseller will indemnify HP from liability for any such commitment by
         Reseller.

     C.  List Prices are suggested prices for resale to end-user customers and a
         basis for calculating Net Reseller price.  Reseller has the right to
         determine its own resale prices, and no HP representative will require
         that any particular resale price be charged by Reseller or grant or
         withhold any treatment to Reseller based on Reseller's resale pricing
         policies.  Reseller agrees that it will promptly report any effort by
         HP personnel to interfere with its pricing policies directly to an HP
         officer or manager.

     D.  This Agreement applies only to the HP Products listed on the Product
         Exhibits (U.S. Versions Only).  Reseller acknowledges that HP may
         market other products, including products in competition with those
         listed on the Product Exhibits without making them available to
         Reseller.  HP reserves the right to advertise, promote and sell any
         product, including HP Products on the Product Exhibits, in competition
         with the Reseller.

20. POLICIES & PROGRAMS

     From time to time, HP may offer or change HP policies and programs, such as
     but not limited to the Advantage Program, Premier Support program and other
     programs and policies in HP's Operations Policy Manual, participation in
     which will be on the current terms and conditions of the policies &
     programs.

21. GENERAL CONDITIONS

     A.  Neither party may assign any rights or obligations in this Agreement
         without the prior written consent of the other party.  Any attempted
         assignment will be deemed void.

     B.  Neither party's failure to enforce any provision of this Agreement will
         be deemed a waiver of that provision or of the right to enforce it in
         the future.

     C.  This Agreement, including the attached Addenda, associated Product
         Exhibits and Product Categories contains the entire understanding
         between the parties relating to its subject matter.  HP hereby gives
         notice of objection to any additional or inconsistent terms set forth
         in any purchase order or other document issued by Reseller.  Except as
         provided in paragraphs 17A and 17B of this Agreement, no modification
         of this Agreement will be binding on either party unless made in
         writing and signed by both parties.

     D.  No U.S. Government procurement regulations will be deemed included in
         this Agreement or binding on either party unless specifically accepted
         in writing and signed by both parties.

     E.  This Agreement will be governed by the laws of the State of California.

     F.  If any Clause of this Agreement is held invalid, the remainder of this
         Agreement will continue unaffected.

22. NOTICES

     All notices and demands issued under the terms of this Agreement shall be
     in writing, delivered by fax, personal service, first class mail postage
     prepaid, or by registered mail to a location set forth in this Agreement or
     to HP at 5301 Steven's Creek Boulevard, P.O. Box 58059, Santa Clara,
     California 95052-8059 or to the assigned local HP sales representative.
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                             U.S. DEALER ADDENDUM



1.  APPOINTMENT

     A. HP appoints the Reseller as a Dealer.

2.  DEALER RESPONSIBILITIES

     A. Dealer will advertise, promote and sell HP Products only through the
        company name(s) and approved Selling Locations listed on Exhibit L and
        only to end-user customers (including government and corporate users as
        well as individual users) or to Resellers as permitted in the Product
        Categories.

     B. Dealer agrees to:

        1.  Advertise, promote, demonstrate and sell HP Products on a face-to-
            face basis and provide pre-sales support and post-sales technical
            support to all Customers.

        2.  Maintain at each approved Selling Location a facility in which HP
            Products are displayed or demonstrated on a regular basis to end-
            user customers.

        3.  Use catalogs and telemarketing sales techniques only in conformity
            with current HP policies and only as a complement to face-to-face
            sales activity unless nationwide advertising for the HP Product is
            permitted in the Product Categories.

        4.  Ensure that no sale, advertising, promotion, display or disclosure
            of any features, availability, or price of any new HP Product takes
            place before HP's public announcement of that Product.

        5.  Identify and keep current a primary and secondary support contact
            for both marketing communications. and post-sales technical support
            at each approved Selling Location.

        6.  Report promptly to HP all suspected defects in HP Products.

        7.  Assist its customers in obtaining warranty repairs for HP Products
            by either repairing the product itself, referring the customer to HP
            or an approved HP repair provider, or returning the HP Product to
            HP.  If Dealer elects to provide warranty repair services to its
            customers, Dealer will comply with the terms and conditions outlined
            in the HP Premier Support Program Guide.

        8.  Ensure that its employees complete any required training courses and
            certification programs designated by HP.

    C.  Without HP's prior written consent, Dealer will not export HP Products  
        to any customer outside the U.S., nor will Dealer sell HP Products for  
        export outside the U.S.                                                 
                                                                                
    D.  Except for sales to HP Resellers permitted in the Product Categories,
        Dealer may not sell HP Products to or buy them from other Resellers for
        stock balancing or any other reason.

    E.  Dealer may not sell, rent or lease HP Products to rental companies or   
        leasing companies for their subsequent rental or lease.                 

5.  VOLUME COMMITMENT LEVELS

    A.  Dealer volume commitment levels are described on the attached Product   
        Exhibits and are based upon 12 month purchase volume levels.            
                                                                                
    B.  If the term of this Agreement or any new Addendum or Product Exhibit is 
        less than 12 months, an applicable 12 month volume commitment level     
        will be calculated for Dealer by projection over a full 12 month term.  

6.  DEALER ORDER MILESTONES

     A.  Unless otherwise specified in the Product Exhibits, as of 5 months  
         after the effective date of this Agreement, HP will review Dealer's  
         progress towards its volume commitment.                              
                                                                              

         1. If Dealer's orders in the first 5 months are less than 35% of its 
            12 month volume commitment level, then Dealer's orders during the
            remaining term of this Agreement will be subject to  the lower
            Dealer discounts corresponding to the 12 month volume commitment
            level projected by Dealer's orders in the first 5 months.  If the
            projected orders are below HP's minimum volume commitment level, HP
            may terminate all or part of this Agreement.

         2. If Dealer's orders in the first 5 months are 42% or more of the 12
            month volume commitment level required for greater Dealer discounts,
            then dealer's orders during the remaining term of this Agreement
            will be subject to those greater discounts.

         3. Dealer discounts for orders during the first 5 months of this
            Agreement will not be affected by the milestone adjustments above.

     B.  If Dealer later cancels any order that resulted in HP granting Dealer a
         higher discount level, HP may reduce Dealer's discount to the level
         which would have applied had all canceled orders never been placed.

9.  ORDERS; SHIPMENTS; CANCELLATIONS AND CHANGES

     A.  Minimum resale shipments for 12 months for each approved location are
         $100,000 of HP Products  measured by Dealer's Net Reseller price from
         HP.

     B.  Notwithstanding Section 9.E of the U.S. Reseller Agreement, Dealer may
         elect more than six ship to locations.  This election will result in a
         1% reduction in Dealer's discount.  In either case, the single order
         point requirement of  Section 9.E of the U.S. Reseller Agreement
         remains.  Dealer's election can be changed only at the time of the 5
         month milestone review.

     C.  Regardless of Dealer's shipment election, supplies and accessories on
         Exhibit U40X will be drop shipped to approved Shipment Locations
         without charge to Dealer.
<PAGE>
 
                                   AMENDMENT

To the Hewlett-Packard 1995 U.S. Reseller Agreement:


Within Section 10.E it is agreed between Hewlett-Packard Company and CompuCom
Systems, Inc. to strike the clause reading "(including serial numbers)".


Authorized Signatures           Hewlett-Packard Company
---------------------------     -----------------------


/s/ Edward R. Anderson
---------------------------     -----------------------------
Authorized Signature            Susan Weatherman
                                Reseller Contracts Manager


Edward R. Anderson                              February 28, 1996
------------------------        --------------  -----------------
Typed Name                      Effective Date  Expiration Date


President/CEO
-----------------------------
Title