<PAGE>

                                                                    EXHIBIT 10.Y


                            HEWLETT-PACKARD COMPANY
           U.S. AGREEMENT FOR AUTHORIZED SOLUTIONS DIRECT RESELLERS
                                SIGNATURE PAGE


LEGAL BUSINESS NAME                       COMPUCOM
ADDRESS                                   7171 FOREST LANE
CITY, STATE, ZIP                          DALLAS, TEXAS 75230
PHONE, FAX #E-MAIL/INTERNET ADDRESS
                                          --------------------------------
DBA(S)
                                          --------------------------------
EXECUTIVE CONTACT
                                          --------------------------------
CORPORATE WEB ADDRESS
                                          --------------------------------


All documents marked with a "X" below govern the relationship between HP and you
for the purchase and resale of HP Products. HP and Reseller agree that
Reseller's volume level, at Net Reseller price, for HP Products on the Exhibits
for the term of this Agreement is:

AGREEMENT:
-X- HP Reseller Business Terms
-X- U.S. Direct Reseller Program
-X- HP Solutions Direct Reseller Program Operations Policy Manual


ADDENDA & EXHIBITS:
-X- U.S. Software License Terms
-X- U.S. Solutions Support Options
--- U.S. Solutions VAR Compensation Terms
-X- U.S. Configuration Tools License
--- U.S. Solutions Multinational Release Points
--- U.S. Solutions Multinational Terms
--- U.S. Solutions Multiple Release Points
--- U.S. Solutions VAR Certification
--- U.S. Solutions OEM/VAR Warranty
--- U.S. Solutions VAR Dual Aggregation Terms
-X- U.S. Direct Reseller Program-RAM Reseller
--- AV20 HP-UX Server Products
--- AV21 Unbundled HP-UX Server Products
--- AV22 HP-UX Workstation Products
--- AV23 Unbundled HP-UX Workstation Products
--- AV24 Enterprise Storage Products
--- AV25 Other Peripheral and HP-UX Related Products
--- AV26 HP Openview NT and Packaged Solutions
--- AV27 HP Openview IT Service Management
         & Electronic Business Software
--- AV28 MPE and Related Products
--- AV30 HP Symmetrix Products
--- AV33 HP UX Visualize Workstations
--- AV35 HP NT Visualize Workstations (RAM VAR ONLY)
--- AV40 HP High End Enterprise Server Products (RAM VAR ONLY)
--- AV41 HP High End Enterprise Other Peripheral & (RAM VAR ONLY)
         HP Related Products
-X- AV42 HP SureStore E Disk Array XP256 Products (RAM VAR ONLY)

ATTACHMENTS:
-X- HP Warranty & Installation Information

COMMITMENT:

---  $ 3,000,000-and up
---  $ 3,000,000-and up
---  $ 1,000,000-and up
---  $ 1,000,000-and up
---  $ 3,000,000-and up
---  $ Meet Certification
---  $ Meet Certification
---  $ Meet Certification
---  $ 2,000,000-and up
---  $ 1,000,000-and up

                                                                     Page 1 of 4
<PAGE>

STATEMENT OF OWNERSHIP:
-----------------------

Form of Organization: (i.e. Corporation, General Partnership, Limited
Partnership, Sole proprietor):

For a Corporation, specify whether:  X Publicly Held:
                                    ---
   Privately Held: State of Incorporation/Organization  Delaware
---                                                     --------

Identify Company ownership and management structure as follows (attach
additional pages if necessary):

Sole proprietor:             Identify all owners, officers and ownership
                             percentages held
Trust:                       Identify Trustee(s), Administrators and
                             Beneficiaries of Trust
Partnership:                 Identify all General Partners, Limited Partners,
                             Officers and ownership percentages held
                             Specify dollar investment of limited partners
Privately Held Corporation:  Identify all shareholders with class and
                             percentage ownership, Officers and Board of
                             Director Members
Publicly Held Corporation:   Identify owners of 20% or more of each class of
                             shares with class and percentage ownership,
                             Officers and Board of Director Members

NAMES                 TITLES                  OWNERSHIP INTEREST
                                Percentage Ownership  Type of Ownership interest
                                (Dollar Investment in     (Assets, Common or
                                  Limited Partners)        Preferred Shares)


Thomas Lynch           COO             1.19%                 Common Shares
-----------------   -----------  --------------------  -------------------------
Lazanne Smith          CFO               0                   -------------
-----------------   -----------  --------------------  -------------------------

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

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

If Company is 100% owned by another corporation, identify the parent
corporation's ownership and management structure above and the identity of the
parent corporation below:

--------------------------------------------------------------------------------
Parent/Owner, including DBA(s)

--------------------------------------------------------------------------------
Address

                                                          (   )
--------------------------------------------------------------------------------
City                     State              Zip           Telephone
                                                          (   )
--------------------------------------------------------------------------------
State of Parent/Owner's Incorporation                     Fax

This Reseller Agreement is made and entered into by and between CompuCom,
                                                                --------
a Delaware Corporation, and Hewlett-Packard Company, a Delaware Corporation.
  --------

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


AUTHORIZED SIGNATURES                  HEWLETT-PACKARD COMPANY

/s/ Valda Dickens                      /s/ Susan Weatherman
----------------------------------     --------------------------------
Authorized Signature                   Susan Weatherman
                                       Reseller Contracts & Negotiation Manager

    Valda Dickens
----------------------------------
Typed Name

    Director of Legal                     8/12/99             March 31, 2000
----------------------------------     --------------         ---------------
Title                                  Effective Date         Expiration Date

                                                                     Page 2 of 4
<PAGE>

                          HP RESELLER BUSINESS TERMS
                               TABLE OF CONTENTS

                              1.  DEFINITIONS
                              2.  APPOINTMENT
                              3.  STATUS CHANGE
                              4.  RELATIONSHIP
                              5.  PRICES
                              6.  ORDERS AND DELIVERY
                              7.  PAYMENT
                              8.  WARRANTY
                              9.  PRODUCT MODIFICATION
                              10. SUPPORT
                              11. SOFTWARE
                              12. TRADEMARKS
                              13. INTELLECTUAL PROPERTY PROTECTION
                              14. CONFIDENTIALITY
                              15. LIMITATION OF LIABILITY AND REMEDIES
                              16. RECORD-KEEPING AND AUDIT
                              17. CHANGES AND AMENDMENTS
                              18. TERM AND TERMINATION
                              19. POLICIES AND PROGRAMS
                              20. GENERAL

                                                                     Page 1 of 6
<PAGE>

1.  DEFINITIONS

    A.   "Agreement" means the Signature Page containing the signatures of HP
         and Reseller, these HP Reseller Business Terms, any attached Agreement,
         Product Exhibits, Addenda, Product Categories, and the applicable
         Operations Policy Manual.

    B.   "Delivery" means standard HP shipping to and arrival at the receiving
         area at the "Ship To" address in the country where Reseller's order is
         placed, unless otherwise indicated on the quotation.

    C.   "Exhibits" are documents attached to, incorporated by reference in, or
         added to this Agreement at a later date which describe the Reseller
         relationship, Products, Support, marketing programs or other business
         terms. "Product Exhibits" and "Product Categories" refer to the
         Products available for purchase under this Agreement "Addenda" refer to
         particular Reseller relationships, Support offerings and marketing
         programs.

    D.   "Operations Policy Manual" ("OPM") is a document which further
         describes the specific relationship and obligations between HP and
         Reseller under this Agreement.

    E.   "Net Reseller Price" for Products purchased under this Agreement means
         the HP List Price in effect at the time an order from Reseller is
         received by HP, less the applicable discounts based on Reseller's
         volume, other commitments or elections specified in Exhibits and this
         Agreement.

    F.   "Products" means hardware, Software, documentation, accessories,
         supplies, parts and upgrades that HP authorizes Reseller to purchase or
         license under this Agreement, and that are determined by HP to be
         available from HP upon receipt of Reseller's order. "Custom Products"
         means Products modified, designed or manufactured to meet Reseller or
         end-user customer requirements.

    G.   "Software" means one or more programs capable of operating on a
         controller, processor or other hardware Product ("Device"). Software is
         either a separate Product, included with another Product ("Bundled
         Software"), or fixed in a Device and not removable in normal operation
         ("Firmware").

    H.   "Specifications" means specific technical information about HP Products
         which is published in HP Product manuals and technical data sheets in
         effect on the date HP ships Reseller's order.

    I.   "Support" means hardware maintenance and repair; Software updates and
         maintenance; training; and other standard Support services provided by
         HP. "Custom Support" means any agreed upon non-standard Support,
         including consulting and custom project services.

2.  APPOINTMENT

    A.   HP appoints Reseller as an authorized, non-exclusive Reseller for the
         purchase and resale or sublicense of Products subject to the terms and
         conditions of this Agreement.

    B.   The nature and scope of Reseller's authorization, including any
         geographic, vertical market or other restrictions, are mainly detailed
         in the attached Agreement and Addenda. The products covered by
         Reseller's authorization, including any discounts and commitment
         levels, are detailed in the attached Addenda, Product Exhibits and
         Product Categories. Other policies, procedures, terms and conditions
         applicable to this Agreement are contained in the OPM.

    C.   Reseller accepts appointment on these terms and conditions.

3.  STATUS CHANGE

    A.   If Reseller wishes to:

         1.   Change its name;

         2.   Add, close or change an HP-approved shipment, delivery or other
              HP-authorized location;

         3.   Undergo a merger, acquisition, consolidation or other
              reorganization with the result that any entity controls twenty-
              five percent (25%) or more of Reseller's capital stock or assets
              after such transaction, or assumes management of Reseller
              operations; then Reseller will notify HP in writing at least ten
              (10) working days prior to the intended date of change and
              provide HP all information and documents requested by HP for the
              purpose of evaluating such status change.

    B.   HP will promptly notify Reseller of its consent to the continuation of
         Reseller's authorization following such a change in status, provided
         that HP may terminate this Agreement immediately upon notice in the
         event HP does not consent to such change. Pending HP's notification, HP
         will have no obligation to perform under this Agreement

4.  RELATIONSHIP

    A.   Reseller and HP are independent contractors for purposes of this
         Agreement. This Agreement does not establish a franchise, joint venture
         or partnership, or create any relationship of employer and employee,
         master and servant, or principal and agent between the parties.

    B.   Neither party will have, nor represent that it has, any power, right,
         or authority to bind the other party, or to assume or create any
         obligation or responsibility, express or implied, on behalf of the
         other party without such other party's express written consent.
         Reseller acknowledges that 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.   This Agreement applies only to the Products listed on the Product
         Exhibits, and the relationship between the parties is non-exclusive.
         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 acknowledges that
         Reseller may market other products, including those in competition with
         those listed on the Product Exhibits. Each party reserves the right to
         advertise, promote and sell any product, including Products listed on
         the Product Exhibits, in competition with the other party.

    D.   HP will not be deemed a party to any agreement between Reseller and any
         subsequent purchaser or licensee.

5.  PRICES

    A.   Net Reseller Price includes shipment arranged by HP, unless otherwise
         indicated on the quotation. HP reserves the right to charge Reseller
         for any special routing, packing, handling or insurance requested by
         Reseller and agreed to by HP. Orders

                                                                     Page 3 of 6
<PAGE>

         shipped under special routing instructions must be separately agreed
         upon and may be subject to additional charges.

    B.   Prices are exclusive of, and Reseller will pay, applicable sales, use,
         service, value added or like taxes, unless Reseller has provided HP
         with an appropriate exemption certificate for the Delivery
         jurisdiction, or HP agrees the transaction is otherwise exempt.

    C.   HP reserves the right to change prices and discounts upon reasonable
         notice or as specified in Exhibits or the OPM. If Reseller is unsure of
         the List Price to use in calculating Net Reseller Price for any
         Product; Reseller should contact its HP sales representative or
         relationship manager.

    D.   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 benefits 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 senior sales manager.

    E.   Upon request from Reseller, HP may at its discretion 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.

    F.   HP may, from time to time, offer Reseller certain Products on special
         promotional terms and conditions. All such offerings may be subject to
         pricing or discounts different from those provided for in this
         Agreement. Such offerings may not, in some cases, apply towards
         Reseller's volume or other commitments, and may not be eligible for
         other standard benefits, including but not limited to promotional
         allowance funds, price protection or stock adjustments. Except as
         specifically altered by HP in a promotional offering under this
         section, all other terms and conditions will remain unaltered.

6.  ORDERS AND DELIVERY

    A.   HP will honor written orders from Reseller unless other methods are
         agreed upon in writing. Reseller's orders must reference this Agreement
         and comply with the minimum order, release, destination ("Shipment"
         address) and other requirements specified in Addenda, Exhibits and/or
         the OPM. Orders must also specify Delivery dates within periods
         specified in the OPM.

    B.   Reseller will issue orders from approved locations within its
         organization and will specify HP authorized "Ship To" addresses within
         the country where the order is placed, unless otherwise agreed.
         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.   All orders are subject to acceptance by HP.

    D.   Delivery is subject to Product availability at the time Reseller's
         order is received. HP will make every reasonable effort to meet
         delivery dates quoted or acknowledged. If Products are in short supply,
         HP will allocate them at HP's discretion.

    E.   Title to hardware Products and risk of loss and damage for any Product
         will pass to Reseller at destination, provided however, that if
         Products are shipped under Reseller's shipping instructions, title and
         risk of loss and damage will pass to Reseller at HP's shipping dock.

    F.   Transactions may be conducted through Electronic Data Interchange
         ("EDI") or other electronic methods, as agreed.

    G.   Neither party will be responsible for failure or delay in performance
         due to circumstances beyond its reasonable control, such as labor
         disputes, natural disaster, shortage of or inability to obtain labor,
         energy, and materials, war, riot, embargo, fire, or any other act or
         condition beyond the reasonable control of the non-performing party.
         Notwithstanding the foregoing, nothing shall relieve the Reseller from
         any payment obligations under this Agreement.

7.   PAYMENT

     A.   Reseller will pay invoices within thirty (30) days from the date of
          HP's invoice. HP reserves the right to specify payment in advance or
          other payment terms for credit reasons, or when Reseller's financial
          condition or relationship with HP so warrants, with respect to any new
          or unshipped orders.

     B.   If Reseller fails to pay any sum when due or fails to perform under
          this or any other Agreement with HP after ten (10) days written
          notice, HP may discontinue performance under this or any other
          Agreement between HP and Reseller.

     C.   Any Reseller claim for adjustment of an invoice is deemed to be waived
          if Reseller fails to present such claim within ninety (90) days from
          the date of the invoice. No claims, credits, or offsets may be
          deducted from any invoice.

8.  WARRANTY

    Product warranty terms, conditions, exceptions, exclusions and disclaimers
    are contained in the OPM, Exhibits and where applicable with Products.

9.  PRODUCT MODIFICATION

    A.   HP reserves the right to make change in the design or Specifications of
         Products.

    B.   Reseller is responsible for any modification it makes to Products or
         for any commitment made with respect to special interfacing,
         compatibility or suitability of Products for specific applications.

    C.   If HP believes Reseller's modifications may have an adverse effect on
         Product support, marketing and technical specifications, HP reserves
         the right to modify this Agreement.

10. SUPPORT

    Reseller may be eligible to participate in HP Support programs. Support
    terms and conditions are contained in the OPM and/or Exhibits, and Program
    guides which may be supplied separate from this Agreement.

11. SOFTWARE

    Software distribution rights and license terms are contained in the OPM
    and/or Exhibits, and where applicable with Products.

12. TRADEMARKS

    A.   From time to time, HP may authorize Reseller to display one or more
         designated HP trademarks, logo types, trade names and insignia ("HP
         Marks"). Reseller may display HP Marks solely to promote Products. Any
         display of HP Marks must be in good taste, in a manner that preserves
         their value as HP Marks, 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 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 Marks acquired through Reseller's
         use belong solely to HP.

    B.   Reseller grants HP the non-exclusive, royalty free right to display
         Reseller's trademarks in advertising and promotional material solely
         for directing prospective purchasers of Products

                                                                     Page 4 of 6
<PAGE>

         to Resellers 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. INTELLECTUAL PROPERTY PROTECTION

    A.   HP will defend or settle any claim against Reseller (or end-user
         customer, or third parties to whom Reseller is authorized by HP to
         resell or sublicense), that Products or Support (excluding Custom
         Products and Custom Support), delivered under this Agreement infringe a
         patent, utility model, industrial design, copyright trade secret, mask
         work or trademark in the country where Products are used, sold or
         receive Support, provided Reseller:

         1.   Promptly notifies HP in writing;

         2.   Cooperates with HP in, and grants HP sole control of the defense
              or settlement; and

         3.   Sold said Products or Support in complete compliance with this
              Agreement

    B.   HP will pay infringement claim defense costs, settlement amounts and
         court-awarded damages. If such a claim appears likely, HP may modify
         the Product, procure any necessary license, or replace it. If HP
         determines that none of these alternatives is reasonably available, HP
         will refund Reseller's purchase price upon return of the Product if
         wihtin one (1) year of Delivery, or the Product's net book value
         thereafter.

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

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

         2.   HP's use of technical information or technology provided by
              Reseller;

         3.   Product modifications by Reseller or a third party;

         4.   Product use prohibited by Specifications or related application
              notes; or

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

    D.   These terms state HP's entire liability to Reseller and its customers
         for claims of intellectual property infringement.

14. CONFIDENTIALITY

    A.   In the event that confidential information is exchanged, each party
         will protect the confidential information of the other in the same
         manner in which it protects its own like proprietary, confidential, and
         trade secret information. If the party claiming the benefit of the
         provision furnishes such information in writing and marks such
         information as "Confidential" or if such information is provided
         orally, then the transmitting party ("Discloser") will confirm in
         writing to the receiving party ("Recipient") that it is confidential
         within thirty (30) days of its communication. Such information will
         remain confidential for three (3) years after the date of disclosure.

    B.   This Section imposes no obligation upon a Recipient with respect to
         confidential information which (a) was in the Recipient's possession
         before the Disclosure; (b) is or becomes a matter of public knowledge
         through no fault of the Recipient; (c) is rightfully received by the
         Recipient from a third party without a duty of confidentiality; (d) is
         disclosed by the Discloser to a third party without a duty of
         confidentiality on the third party; (e) is independently developed by
         the Recipient; (f) is disclosed under operation of law; or (g) is
         disclosed by the Recipient with the Discloser's prior written approval.

15. LIMITATION OF LIABILITY AND REMEDIES

    A.   Products are not specifically designed, manufactured or intended for
         sale as parts, components or assemblies for the planning, construction,
         maintenance, or direct operation of a nuclear facility. Reseller is
         solely liable if Products or Support purchased by Reseller are used for
         these applications. Reseller will indemnify and hold HP harmless from
         all loss, damage, expense or liability in connection with such use.

    B.   To the extent HP is held legally liable to Reseller, HP's liability is
         limited to:

         1.   Payments arising from warranty claims and as described in Section
              13 above;

         2.   Damages for bodily injury;

         3.   Direct damages to tangible property up to a limit of U.S. one
              million dollars ($1,000,000); and

         4.   Other direct damages for any claim based on a material breach of
              Support services, up to a maximum of twelve (12) months of the
              related Support charges paid by Reseller during the period of
              material breach.

         5.   Other direct damages for any claim based on a material breach of
              any other term of this Agreement, up to a limit of U.S. one
              million dollars ($1,000,000) or the amount paid to HP for the
              associated Product, whichever is less.

    C.   Notwithstanding Section 15.B. above, in no event will HP or its
         subsidiaries, affiliates, subcontractors or suppliers be liable for any
         of the following:

         1.   Actual loss or direct damage that is not listed in Section 15.B.
              above;

         2.   Damages for loss of data. or software restoration;

         3.   Damages relating to Reseller's procurement of substitute products
              or services (i.e., "cost of cover"); or

         4.   Incidental, special or consequential damages (including downtime
              costs or lost profits).

    D.   THE REMEDIES IN THIS AGREEMENT ARE RESELLER'S SOLE AND EXCLUSIVE
         REMEDIES.

16. RECORD-KEEPING AND AUDIT

    A.   For purposes such as Product safety notification, operational problem
         correction and contract compliance, Reseller will maintain records of
         second-tier reseller and/or customer purchases, which at a minimum must
         include such purchaser's name, address, phone number, date of sale,
         Product numbers, quantities, serial numbers, and shipment address.

    B.   HP may, from time to time, give notice to Reseller of its intention to
         verify and audit Reseller's compliance with this Agreement or with
         related marketing program terms and conditions. The auditor will be
         given prompt access, either on-site or through other means, to
         Reseller's customer, inventory or other records.

    C.   Further record-keeping and audit requirements may be contained in
         Agreement, Addenda and/or the OPM.

17. CHANGES AND AMENDMENTS

    A.   From time to time, HP may add Products to or delete them from Product
         Exhibits; obsolete Products; change List Prices or discounts; implement
         or change HP policies or programs; or otherwise amend this Agreement at
         HP's discretion, after reasonable notice to Reseller in writing.

                                                                     Page 5 of 6
<PAGE>

    B.   Any amendment will automatically become a part of this Agreement on the
         effective date specified in the notice, unless Reseller provides HP
         with written notice of its objection to such amendment within fifteen
         (15) days of Reseller's receipt of the notice. If agreement to the
         Amendment is not reached by both HP and Reseller within thirty (30)
         days after HP's receipt of Reseller's objection, either party may
         terminate this Agreement.

    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. TERM AND TERMINATION

    A.   Subject to applicable law, either party may terminate this Agreement
         without cause at any time upon sixty (60) days' written notice or with
         cause at any time upon thirty (30) days' written notice to the other
         party. Unless earlier terminated as provided herein, this Agreement
         will expire on March 31, 2000, but will continue to apply to orders
         previously accepted by HP.

    B.   If either party becomes insolvent, is unable to pay its debts when due,
         files for bankruptcy, is the subject of involuntary bankruptcy, has a
         receiver appointed, or has its assets assigned, the other party may
         terminate this Agreement without notice and may cancel any unfulfilled
         obligations.

    C.   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
         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.

    D.   Upon termination or expiration, 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 name. Authorization of Reseller
         and its Authorized Resellers to use any HP Mark will cease upon such
         termination or expiration.

    E.   Upon any termination or expiration, HP may require that Reseller
         return, against outstanding balance or for repurchase, any HP Products
         purchased under this Agreement 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 credits 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.

    F.   Upon termination or expiration, all rights to any accrued HP
         promotional allowance funds and HP promotional services wi11
         automatically lapse.

    G.   All obligations concerning outstanding transactions, warranties,
         Support, Software, intellectual property protection, limitations of
         liability and remedies, confidentiality, and the general terms and
         conditions will survive termination or expiration, except that the
         provisions for confidentiality and Support will survive only through
         the periods set forth in this Agreement.

19. POLICIES AND PROGRAMS

    From time to time, HP may offer or change HP policies and promotional or
    other marketing programs, including but not limited to programs involving
    promotional allowances, Product demonstration and development unit
    purchases, and Support. Participation in such programs will be subject to
    the then current terms and conditions of those programs.

20. GENERAL

    A.   Neither party may assign or transfer any rights or obligations
         hereunder without prior written consent of the other party, provided
         that HP may assign or transfer all such rights and obligations to other
         HP entities, and the right to receive payments to third parties,
         without consent.

    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.   Reseller and HP will conduct all its activities relating to their
         respective business in accordance with the highest standards of ethics
         and fairness as well as compliance with applicable law. Either party
         may immediately terminate this Agreement if the other party fails to do
         so.

    D.   Reseller who is expressly authorized by HP in writing to export re-
         export or import Products, technology or technical data purchased
         hereunder, assumes responsibility for complying with applicable laws
         and regulations and for obtaining required export and import
         authorizations. HP may suspend performance if Reseller is in violation
         of any applicable laws or regulations.

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

    F.   To the extent that any provision of this Agreement is determined to be
         illegal or unenforceable in a particular country, the remainder of the
         Agreement will remain in full force and effect. The offending provision
         will be deemed amended by the parties so as to make it enforceable and,
         to the extent possible, have consequences which are substantially the
         same as what was intended by the parties.

    G.   The United Nations Convention on Contracts for the International Sale
         of Goods will not apply to this Agreement or to transactions processed
         under this Agreement

    H.   All notices that are required under this Agreement and OPM will be in
         writing and will be considered given as of twenty-four (24) hours after
         sending by electronic means, facsimile transmission, overnight courier,
         or hand delivery, or as of five (5) days of certified mailing and
         appropriately addressed to 5301 Stevens Creek Boulevard, Santa Clara,
         CA 95052-8059, M/S 54U HC.


    I.   This Agreement constitutes the entire understanding between HP and
         Reseller, and supersedes any previous communications, representations
         or agreements between the parties, whether oral or written, regarding
         transactions hereunder. Reseller's additional or different terms and
         conditions will not apply. Except as provided in Section 17 above, no
         modification of this Agreement will be binding on either party unless
         made in writing and signed by both parties.

    J.   In the event of a conflict, the following order of precedence will
         apply: OPM, Agreement, Addenda, Product Exhibits, HP Reseller Business
         Terms, unless otherwise expressly agreed upon in a specific Section or
         Sections of this Agreement.

                                                                     Page 6 of 6
<PAGE>

                     U.S. DIRECT RESELLER PROGRAM EXHIBIT
                               TABLE OF CONTENTS


                          1.   FURTHER APPOINTMENT
                          2.   RESELLER RESPONSIBILITIES
                          3.   MULTIPLE AGREEMENT DISCOUNTS
                          4.   PAYMENT
                          5.   ORDERS AND DELIVERY
                          6.   RECORD-KEEPING AND AUDIT
                          7.   TERM AND TERMINATION
                          8.   GENERAL

                                                                     Page 1 of 4
<PAGE>

                     U.S. DIRECT RESELLER PROGRAM EXHIBIT


1.  FURTHER APPOINTMENT

    In addition to the terms set forth in Section 2 of the HP Reseller Business
    Terms, the following will apply:

    A.   HP appoints Reseller as an authorized, non-exclusive direct reseller
         (sometimes referred to in this Exhibit as "Direct Reseller"), for
         marketing the Products listed on the Product Exhibits.

    B.   Direct Reseller will resell Products directly to customers (sometimes
         refined to in this Exhibit as "Customers") for end use only, unless
         otherwise permitted under this Agreement.

2.  RESELLER RESPONSIBILITIES

    A.   Shipments of Products to unauthorized Customers will constitute a
         breach of this Agreement and may result in termination of this
         Agreement. In addition, Direct Reseller agrees to pay to HP an amount
         equivalent to the discount received from HP for such shipments.

    B.   Shipments of Products to non-authorized resellers, or to HP authorized
         resellers who sell such HP Products in violation of any eligibility
         criteria, qualifications, added value requirements, or any other
         limitations on Direct Reseller activity as set forth in this Agreement,
         will constitute a breach of this Agreement and may result in
         termination of this Agreement. In addition, Direct Reseller agrees to
         pay to HP an amount equivalent to the discount received from HP for
         such shipments.

    C.   Direct Reseller agrees to:

         1.   Advertise, promote, demonstrate and sell Products on a face-to-
              face basis as required by this Agreement, including all Product
              Exhibits, and provide pre-sales support and post-sales technical
              support to all Customers.

         2.   Represent Products fairly.

         3.   Forward promptly to Customers all technical sales and promotional
              materials, suggested price lists and other information provided by
              HP for the purpose of reshipment to Customers.

         4.   Provide Customers with a written invoice stating the Customer's
              name and address, the date of purchase, and serial numbers, if
              any, of Products. Direct Reseller will retain such records, or
              their equivalent, to enable Direct Reseller to notify Customers of
              Product safety information, corrections for operational problems,
              and the like.

         5.   Provide Customers with any HP ergonomics information, including,
              where applicable, HP Working in Comfort materials (in paper and
              electronic form) and any warning or advisory tags, labels, or
              other information relating to the use of Products containing
              keyboards.

         6.   Maintain or make available such qualified personnel as necessary
              to provide timely and knowledgeable support services.

         7.   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 Product is
              permitted in this Agreement.

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

         9.   Respond promptly to all Customer inquiries or requests related to
              Products.

        10.   Authorize HP's representatives to call on Customers for Product
              training and other objectives.

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

        12.   Ensure that its employees complete any training courses and
              certification programs designated by HP. In some cases, successful
              completion of such training and/or certification may be required
              before Direct Reseller is authorized to sell specific Products or
              participate in specific programs.

        13.   Confer periodically with HP at HP's request on matters relating to
              market conditions, sales forecasting, and Product planning.

3.  MULTIPLE AGREEMENT DISCOUNTS

    Unless otherwise specified by HP in writing, purchases of Product 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.

4.  PAYMENT

    In addition to the terms set forth in Section 7 of the HP Reseller Business
    Terms, the following will apply:

    A.   Direct Reseller will furnish HP with copies of its financial reports,
         including but not limited to Direct Reseller's latest balance sheet,
         profit and loss statement, and other pertinent financial information as
         HP deems necessary to determine Direct Reseller's credit worthiness.

    B.   Upon request, HP will provide Direct Reseller with invoice copies
         accounting for sales of goods and services by HP to Direct Reseller.
         Direct Reseller will have ninety (90) days from date of HP's invoice to
         raise any questions or objections to this statement of account

    C.   In the event that Direct Reseller and HP are unable to resolve any
         questions or objections to the statement of Direct Reseller's account
         or invoice, Direct Reseller may file suit against HP at any time up to
         one (1) year after the date of HP invoice in question.

    D.   Direct 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, Direct Reseller will sign any document required to
         perfect such security interest. Payment in full of the purchase price
         of a Product will release the security interest in that Product.

5.  ORDERS AND DELIVERY

    In addition to the terms set forth in Section 6 of the HP Reseller Business
    Terms, the following will apply:

    A.   HP will honor electronic, written, fax and telephone orders from the
         following Direct Reseller location:

         ----------------------------------------------------------------------.
         Direct 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.

    B.   HP reserves the right to schedule and reschedule any order, at HP's
         discretion, and to decline any order for credit reasons or

                                                                     Page 3 of 4
<PAGE>

         because the order specifies an unreasonably large quantity or makes an
         unreasonable shipment request.

    C.   Direct Reseller agrees to accept all deliveries of HP Product as
         scheduled. If Direct Reseller fails to accept a scheduled delivery, or
         takes any action which delays or hinders HP's ability to meet any
         delivery schedule, HP reserves the right to charge Direct Reseller for
         any costs resulting from such action, including return freight fees and
         restocking charges. In addition, HP reserves the right to cancel any
         order connected to a shipment which Direct Reseller refuses to accept
         or delays, and to reallocate such order.

6.   RECORD-KEEPING AND AUDIT

     In addition to the terms set forth in Section 16 of the HP Reseller
     Business Terms, the following will apply:

    A.   Direct Reseller is required to provide HP with accurate HP Product
         sell-through. sell-to, and inventory data in a format and frequency
         defined by HP in the data management guidelines provided by HP.
         Participation in HP programs will be reliant on Direct Resellers
         ability to comply with program reporting requirements.

    B.   Daily sell-through, sell-to and inventory reports must be received
         consistently at the time agreed upon by HP and the Direct Reseller.

    C.   Direct Reseller warrants that the information transmitted to HP is
         accurate. Such information may provide for benefits under HP programs
         which link the provision of benefits to accurate sell-through, sell-to
         or inventory information. Failure to report accurate daily data for
         each approved location and to incorporate the previous day's data for
         each approved location will be considered a violation of this Agreement
         and will result in penalties equal to HP's cost to correct such errors.

    D.   Direct Reseller must respond to and resolve any data integrity issues
         within seven (7) calendar days of HP's request for verification.

    E.   Direct Reseller must identify a specific contact for data integrity and
         reporting issues.

    F.   Any changes to the format, frequency, or type of data provided by
         Direct Reseller to HP must be made following HP's written request to
         Direct Reseller, which request must be signed by one of Hp's authorized
         data management representatives, or following HP's written agreement to
         a letter documenting Direct Reseller's request for such changes. Such
         agreement may be made only by one of HP's authorized data management
         representatives. A list of such authorized representatives may be
         obtained from Direct Resellers HP account manager. HP reserves the
         right to deny Direct Reseller any HP financial benefits for purchases
         or sales made for which Direct Reseller's provision of data is not in
         compliance with the provisions of this subsection.

    G.   Direct Reseller is responsible for the accuracy of data provided to HP
         for benefits under any HP program which links the provision of benefits
         to sell-through, sell-to or inventory information.

    H.   HP reserves the right to refuse to review disputed benefit claim which
         are made outside the allotted time frame referenced in the program
         documentation or which are based on late, inaccurate or otherwise
         discrepant data supplied by Direct Reseller. If HP agrees to review a
         disputed benefit claim, then HP may charge and deduct from any credits
         owed to Direct Reseller for all expenses HP incurs in reviewing the
         claims.

    I.   Any expense incurred in the process of meeting the reporting
         requirements set forth in this Agreement or related materials is the
         sole responsibility of the Direct Reseller.

    J.   Direct Reseller must comply with any reporting requirements for HP
         marketing and promotional programs. Such programs may impose a twenty-
         five dollar ($25) minimum benefit per transaction requirement.

    K.   HP may recover all reasonable actual costs associated with compliance
         verification procedures, by deducing equivalent amounts from any
         promotional funds, rebate funds or any other HP accrued funds held for
         Direct Resellers use.

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

    M.   HP may, from time to time, send to Direct Reseller a list of serial
         numbers of designated Products for which HP tracks unauthorized sales.
         Direct Reseller agrees to identify to which Customer each serial number
         was shipped and to forward this information to its HP representative
         within a period of not more than twenty-one (21) days from the date of
         HP's notice.

7.  TERM AND TERMINATION

    In addition to and notwithstanding Section 18 of the HP Reseller Business
    Terms:

    A.   Either party may terminate this Exhibit or the entire Agreement without
         cause at any time upon thirty (30) days' written notice to the other
         party, or with cause at any time upon fifteen (15) days' written
         notice to the other party.

8.  GENERAL

    In addition to the terms set forth in Section 20 of the HP Reseller Business
    Terms, the following will apply:

    A.   U.S. GOVERNMENT

         1.   Unless Direct Reseller has obtained HP's prior written consent,
              Direct Reseller is prohibited from issuing any "Letter of Supply",
              from guaranteeing to supply, or from selling, supplying, or
              providing any person with Products for resale under any GSA
              contract. Unless Direct Reseller has first received a Letter of
              Supply or other written authorization from HP, Direct Reseller is
              prohibited from listing, and will not list, HP Products on any GSA
              Schedule or contract.

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

         3.   HP has a specific published process for identifying Defense
              Priority Allocation System (DPAS) orders, which HP will provide to
              Reseller upon request. Orders placed by Direct Reseller that do
              not follow this process will not recognized as DPAS orders and may
              be rejected. HP will not be liable for improperly placed DPAS
              orders.

    B.   INTERNATIONAL SALES

         Notwithstanding Section 20.F of the HP Reseller Business Terms, Direct
         Reseller will not export Products to any purchaser outside the U.S.,
         nor will Direct Reseller sell Products for export outside the U.S.,
         without HP's prior written consent. HP's consent to Direct Reseller's
         export of Products does not relieve Direct Reseller of its obligation
         to obtain any required licenses from the United States Department of
         Commerce, or any other agency or department of the United States
         government, or any other required approvals from any other government
         required by any applicable law or regulation, prior to exporting HP
         Products directly or indirectly.

                                                                     Page 4 of 4
<PAGE>

                         U.S. DIRECT RESELLER PROGRAM:
                                RAM VAR EXHIBIT
                               TABLE OF CONTENTS


                          1.  FURTHER APPOINTMENT
                          2.  RESELLER ACCOUNT MANAGER INTERFACE
                          3.  CERTIFICATION
                          4.  CONDITIONS

                                                                     Page 1 of 3
<PAGE>

                         U.S. DIRECT RESELLER PROGRAM:
                                RAM VAR EXHIBIT

1.  FURTHER APPOINTMENT

    A.   HP appoints Direct Reseller as an authorized, non-exclusive reseller
         (sometimes referred to in this Exhibit as "RAM VAR") of the Products
         identified with a check mark on the signature page of this Agreement.

    B.   Except as expressly modified by this Exhibit, all other terms and
         conditions in this Agreement remain in full force and effect, and apply
         to all RAM VAR purchases under this Exhibit.

2.  RESELLER ACCOUNT MANAGER INTERFACE

    A.   HP will designate a "Reseller Account Manager" to act as HP's agent in
         connection with all Product purchases by RAM VAR under this Exhibit and
         the associated Product Exhibits. The Reseller Account Manager will act
         as RAM VAR's primary interface with respect to the fulfillment of HP's
         obligations in the following areas, plus any others designated by HP:
         Product marketing, Agreement compliance, pre-sales and post-sales
         technical support, Product orders, invoices, credit and collection.

    B.   Reseller Account Manager may require additional terms and conditions
         with RAM VAR in connection with this Exhibit, including additional
         credit terms. Such additional terms and conditions will be subject to
         HP's prior review and approval, and if so approved will take precedence
         over any conflicting terms and conditions in this Agreement.

3.  CERTIFICATION

    RAM VAR certifies:

    A.   It is experienced in the use and operation of the Products to be
         purchased hereunder and will be primarily responsible for the marketing
         and support of the Products to end-user customers. RAM VAR may request
         marketing assistance from HP. HP will only be obligated to provide such
         assistance as is specifically and mutually agreed upon by both parties.

    B.   It will take sole responsibility for any representations it makes or
         agreements it executes.

    C.   The Products purchased under this Agreement for RAM VAR purposes will
         be incorporated in a system consisting of a substantial amount of other
         services, hardware and/or software which VAR manufactures, develops,
         provides or, in the case of software, acquires the right to license or
         sublicense ("added value") and which RAM VAR sells or leases to end-
         user customers (other than RAM VAR's corporate parent, division, or any
         subsidiary of corporate parent) in the regular course of business. This
         added value represents a significant functional and value enhancement
         to the Products RAM VAR furnishes. If RAM VAR's added value consists of
         software, the software solves a major application need for the system
         being purchased.

    D.   It is responsible for maintaining ongoing support services for the
         added value portion of the system.

    E.   It is responsible for complying with all training requirements
         designated by HP and provided to RAM VAR, concerning each eligible
         Product RAM VAR carries.

    F.   For the term of this Agreement, RAM VAR will only be authorized to
         purchase HP Products associated with this Exhibit from Reseller Account
         Manager with which RAM VAR applies and is approved by HP.

4.  CONDITIONS

    A.   Whenever Products are being purchased for RAM VAR purposes, RAM VAR
         will so specify in its order.

    B.   RAM VAR will not advertise, promote, or resell Products to customers
         outside the vertical market(s) designated in writing by HP.

    C.   RAM VAR will not advertise, promote, or resell Products to customers
         outside the geographic area(s) designated in writing by HP.

    D.   RAM VAR will not resell HP Products without the added value described
         in this Agreement.

    E.   RAM VAR will have no claim against HP for compensation or commission
         from any purchase of HP Products from HP or a third party by RAM VAR's
         end-user customers or prospective end-user customers.

    F.   RAM VAR will qualify for RAM VAR discounts on add-on Products and
         upgrades to Products previously purchased by RAM VAR under this Exhibit
         if: (1) RAM VAR initially resold the Product or system being enhanced
         or upgraded (the "Initial System") with added value in accordance with
         the terms of this Program Exhibit including but not limited to any
         added value or other requirements set forth in the Reseller's
         application, and RAM VAR has provided and continues to provide ongoing
         support on Initial System, or (2) RAM VAR did not initially resell the
         Initial System but RAM VAR sells the upgrade or add-on with the added
         value specified in this Program Exhibit.

                                                                     Page 3 of 3
<PAGE>

                      HP SOFTWARE LICENSE TERMS ADDENDUM
                               TABLE OF CONTENTS


                          1.   DEFINITIONS
                          2.   LICENSES
                          3.   GENERAL LICENSE TERMS

                                                                     Page 1 of 4
<PAGE>

                      HP SOFTWARE LICENSE TERMS ADDENDUM


1.  DEFINITIONS

    A.   "Software" means one or more programs capable of operating on a
         controller, processor or other hardware Product ("Device"). Software is
         either a separate Product, included with another Product ("Bundled
         Software"), or fixed in a Device and not removable in normal operation
         ("Firmware").

    B.   "Use" means storing, loading, installing, executing, or displaying
          Software on a Device.

    C.   "Products" means hardware, Software, documentation, accessories,
         supplies, parts and upgrades that are determined by HP to be available
         from HP upon receipt of Customer's order. "Custom Products" means
         Products modified, designed or manufactured to meet Customer
         requirements.

    D.   "Software License" means the Use authorization(s) for the Software
         specified by HP in its quotation, invoice or other documentation. Each
         Software License has a corresponding License Fee.

    E.   "License Fee" means the fee or fees designated by HP for Use of
         Software. Different License Fees may apply to particular Software if
         more than one Software License is available for that Software.

2.  LICENSES

    In return for the License Fee, HP grants Customer a non-exclusive license to
    Use the Software listed in Customers order in conformance with the
    applicable Software License. Details of the types of Software Licenses
    offered are available from HP on request. If no Software License is
    specified, then, in return for the applicable fee, HP grants Customer a
    license to Use one copy of the Software on one Device at any one time. All
    Software Licenses will be perpetual unless terminated, transferred or
    otherwise specified.

    If Customer is an HP Authorized Reseller, Customer may sublicense the
    Software to an end-user for its Use, or (if applicable) sublicense the
    Software to an HP Authorized Reseller for subsequent distribution to an end-
    user for its Use. These sublicenses must incorporate the terms of this
    license in a written sublicense agreement, which will be made available to
    HP upon request

3.  GENERAL LICENSE TERMS

    A.   Unless otherwise permitted by HP, Customer may only make copies or
         adaptations of the Software for archival purposes or when copying or
         adaptation is an essential step in the authorized Use of the Software
         on a backup Device, provided that copies and adaptations are used in no
         other manner and provided further that the Use on the backup Device is
         discontinued when the original or replacement Device becomes operable.

    B.   Customer must reproduce all copyright notices in or on the original
         Software on all permitted copies or adaptations. Customer may not copy
         the Software onto any public or distributed network.

    C.   Bundled Software or Firmware provided to Customer may only be used
         when operating the associated Device in configurations as sold or
         subsequently upgraded by HP.

         Customer may transfer Firmware only upon transfer of the associated
         Device.

    D.   Updates, upgrades or other enhancements are available under HP Support
         Agreements. HP reserves the right to require additional licenses and
         fees for Use Of the Software on upgraded Devices.

    E. The Software is owned and copyrighted by HP or by third-party suppliers.
         Customer's license confers no title or ownership and is not a sale of
         any rights in the Software, its documentation, or the media on which
         they are recorded or printed. Third-party suppliers may protect their
         rights in the Software in the event of any infringement.

    F.   Customer will not disassemble or decompile the Software without HP's
         prior written consent. Where Customer has other rights under statute,
         Customer will provide HP with reasonably detailed information regarding
         any intended disassembly or decompilation. Customer will not decrypt
         the Software unless necessary for legitimate use of the Software.

    G.   Customer's Software License is transferable subject to HP's prior
         written authorization and payment to HP of any applicable fees.
         Customer will immediately upon transfer deliver all copies of the
         Software to the transferee. The transferee must agree in writing to the
         terms of Customers license. All license terms will be binding on
         involuntary transferees, notice of which is hereby given. Customer's
         license will automatically terminate upon transfer.

    H.   HP may terminate Customer's or any transferee's or sublicensee's
         Software License upon notice for failure to comply with any applicable
         license terms. Immediately upon termination, the Software and all
         copies of the Software will be destroyed or returned to HP. Copies of
         the Software that are merged into adaptations, except for individual
         pieces of data in Customer's or transferee's or sublicensee's data
         base, will be removed and destroyed or returned to HP. With HP's
         written consent, one copy of the Software may be retained subsequent to
         termination for archival purposes.

    I.   In this clause on Licenses to the U.S. Government, the term "Customer"
         means HP's direct purchaser, any entity sublicensing the Software, and
         the end-user.

         1.   If Software is licensed for use in the performance of a U.S.
              government prime contract or subcontract, Customer agrees that
              Software has been developed entirely at private expense. Customer
              agrees that Software, and any derivatives or modifications, is
              adequately marked when the Restricted Rights Legend below is
              affixed to the Software or to its storage media and is perceptible
              directly or with the aid of a machine or device. Customer agrees
              to conspicuously put the following legend on the Software media
              with Customer's name and address added below the notice:

              RESTRICTED RIGHTS LEGEND

              Use, duplication or disclosure is subject to HP standard
              commercial license terms or to the following restrictions,
              whichever is applicable:

                                                                     Page 3 of 4
<PAGE>

         1.   for non-DOD Departments and Agencies of the U.S. Government, as
              set forth in FAR 52.227-19(c)(1-2)(Jun 1987)

         2.   for the DOD and its Agencies, as set forth in DFARS 252.227-7013
              (c) (1) (ii) (Oct 1988), DFARS 252.211-7015 (c) (May 1991),
              whichever is applicable.
                           Hewlett-Packard Company
                             3000 Hanover Street
                          Palo Alto, CA 94304 U.S.A.

              Copyright (c) 199_ Hewlett-Packard Company. All
                               Rights Reserved

         2.   Customer further agrees that Software is delivered and licensed as
              "Commercial computer software" as defined in DFARS 252.227-7013
              (Oct 1988), DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014
              (Jun 1995), or as a "commercial item" as defined in FAR 2.101(a),
              or as "Restricted computer software" as defined in FAR 52.227-19
              (Jun 1987) (or any equivalent agency regulation or contract
              clause), whichever is applicable. The Customer agrees that it has
              only those rights provided for such Software by the applicable FAR
              or DFARS clause or the HP standard software agreement for the
              Product involved.

    J.   Neither party may assign any rights or obligations hereunder without
         prior written consent of the other party.

    K.   Customer who exports, re-exports or imports HP licensed Products,
         technology or technical data purchased hereunder, assumes
         responsibility for complying with applicable laws and regulations and
         for obtaining required export and import authorizations. HP may suspend
         performance if Customer is in violation of any applicable laws or
         regulations.

    L.   Disputes arising in connection with this Agreement will be governed by
         the laws of the country and locality in which HP accepts the order.

    M.   These HP Software License Terms supersede any previous communications,
         representations or agreements between the parties, whether oral or
         written, regarding transactions hereunder. Customer's additional or
         different terms and conditions will not apply. These HP Software
         License Terms may not be changed except by an amendment signed by an
         authorized representative of each party.

                                                                     Page 4 of 4
<PAGE>

                    U.S. SOLUTIONS SUPPORT OPTIONS ADDENDUM
                               TABLE OF CONTENTS

                          1.   SERVICES INCLUDED
                          2.   PREREQUISITES
                          3.   SERVICE LIMITATIONS
                          4.   CUSTOMER RESPONSIBILITIES
                          5.   SOFTWARE LICENSE AND COPYRIGHTS
                          6.   CHARGES

                                                                     PAGE 1 OF 5
<PAGE>

                    U.S. SOLUTIONS SUPPORT OPTIONS ADDENDUM

Orders for HP System Support Options are subject to the terms of this Agreement
including the Support Exhibit or quotation in effect on the date of order.
Direct Reseller is responsible for obtaining the agreement of its end-user
Customer with respect to any Support obligations under this Agreement that
pertain to such Customer.

1.  SERVICES INCLUDED

    HP System Support Options are offered in one (1) year and three (3) year
    increments. HP System Support Options provide the following features for HP
    Products. Not all of the features are offered with every option or supported
    Product. Features for each option will be provided as described in the
    specifications sheet for HP System Support Options. Some service features
    have prerequisites. Service features may include one (1) or more of the
    following:

         - On-site hardware support during warranty
         - Flexible call submittal
         - Phone-in Software assistance
         - License to Use Software updates
         - Software media and Documentation updates
         - HP SupportLine electronic support
         - Escalation management
         - Remote support (for selected HP Products)
         - HP PowerPatch tapes (for selected HP Product)
         - Assigned account support engineer
         - Assigned HP Response Center account advocate
         - Patch management assistance
         - Operational reviews
         - System release planning seminars and assistance
         - Installation of Software updates
         - Installation, configuration, and verification of systems and networks

2.  PREREQUISITES

    HP reserves the right to make the final judgment as to whether Customer
    adequately meets the requirements outlined in this document.

    A.   MINIMUM SYSTEM CONFIGURATION

         Except for systems capable of diagnostic self-test, HP System Support
         Options require, at a minimum, that a system include a central
         processing unit (CPU), a peripheral capable of reading standard HP
         diagnostics and verification tests, and a peripheral that allows HP to
         interact fully with the covered Products.

    B.   UNIFORM COVERAGE

         All Products that constitute the minimum system configuration must be
         covered at the same HP System Support service level.

         Options OSO - OS6 AND 3YO - 3Y6 may not be combined on the same
         contract for software-only Products.

    C.   CONNECTORS AND CABLES

         All Products covered by HP System Support Options must be
         interconnected by cables or connectors listed in the appropriate HP
         documentation as compatible with the CPU. For HP Products not meeting
         this requirement service is available at HP's standard service rates.

    D.   SOFTWARE SUPPORT

         All HP systems for which execution of diagnostic tests is software-
         dependent must, at a minimum, be covered by an HP System Support Option
         that provides periodic software updates.

    E.   COVERAGE REQUIREMENTS

         For HP System Support Options orders that include software support, all
         systems supported by one system manager, except PC systems, must be
         covered by an HP System Support Option or by an existing contractual HP
         software support service.

    F.   RIGHT TO COPY DOCUMENTATION

         Customer may copy documentation updates for use with other systems
         covered by an HP System Support option that provides Software support.

    G.   SOFTWARE LICENSES

         Customer can purchase HP System Support Options only for HP software
         for which Customer has rightfully acquired an appropriate HP Software
         License.

    H.   DESIGNATED CALLERS AND TRAINING REQUIREMENTS

         The following contacts for HP must be designated and trained through
         completion of the appropriate HP training courses as defined by HP:
         system manager and alternate; extended hours alternate; if applicable,
         application software manager and alternate. Only the designated callers
         can use the HP Response Center.

    I.   REMOTE SUPPORT

         For HP to provide remote support, Customer must give authorization and
         provide access to a qualified modem, as well as access to one (1)
         voice-grade telephone and one (1) data-quality telephone line or
         network with terminations near the system. If HP cannot access a system
         remotely, HP may charge standard service rates if on-site service is
         needed.

    J.   HP SUPPORTLINE

         HP SupportLine electronic support is available via the Worldwide Web,
         electronic mail, and a character-mode interface. With a character-mode
         interface, Customer can access SupportLine electronic support using a
         modem or the internet. To use HP SupportLine electronic support through
         modem access, Customer must provide one (1) data-quality telephone
         iine, one (1) locally compatible modem set for 1200, 2400, 9600, or
         14,400 baud, and an HP-compatible terminal or terminal emulator, in
         addition to the equipment required for remote support above. Customers
         who submit HP Response Center calls via HP SupportLine must meet the
         same training requirements as the system manager.

    K.   COUNTRY BOUNDARIES

         All systems supported by one (1) system manager must be located within
         the same country.

    L.   PRIORITY PLUS SUPPORT

         Products may be covered by the Priority Plus hardware service level if
         HP System Support Options charges for a site exceed a minimum amount.
         If remote support is available on the Products, Customer must allow
         remote access to receive

                                                                     Page 3 of 5
<PAGE>

         Priority Plus support.

3.  SERVICE LIMITATIONS

    A.   HARDWARE AND SOFTWARE SUPPORT

         Any services involving hardware, software or network-related problems
         not covered by the HP System Support Options service ordered will be
         subject to HP's standard service rates.

    B.   MAXIMUM USE LIMITATIONS

         Products operated in excess of their maximum usage rate (as specified
         in the Product's data sheet or operating manual) cannot be covered by
         HP System Support Options, but can be serviced at HP's standard service
         rates.

    C.   INTERFACES AND ACCESSORIES

         HP may cover cables, connectors, accessories, and interfaces under the
         same hardware service level purchased for the Products with which they
         are used.

    D.   SUPPORTED SOFTWARE VERSIONS

         HP provides support only for the current and immediately preceding
         versions of HP Software, and only when the Software is used with
         hardware that is included in HP-specified configurations. If support
         coverage lapses, additional fees may be required to resume support
         coverage. HP will support specified versions of selected non-HP
         software, but will not support the software any longer than the vendor
         supports it. For non-HP software, HP provides support only for software
         versions that are specifically documented as supported on a specified
         configuration.

    E.   NON-HP SOFTWARE

         Support for non-HP software covered by HP System Support Options is
         limited to telephone assistance and, if available to HP from the third-
         party software vendor, patches, workarounds, and updates. HP's decision
         on how long to offer HP support on selected versions of non-HP software
         is final.

    F.   NON-HP PRODUCTS

         HP is not liable for the performance or non-performance of third-party
         software vendors, their products, or their support services including
         design flaws in and/or incompatibility with non-HP products.

    G.   HP SOFTWARE ON NON-HP SYSTEMS

         HP System Support Options for specified HP Software Products used with
         designated non-HP systems provides the following features: phone-in
         assistance, software problem reporting, HP SupportLine electronic
         information access and call submittal, license for software updates,
         and patches.

    H.   ESCALATION MANAGEMENT

         On-site assistance for critical software problems is limited to
         systems supported by one (1) system manager and situated within one
         half (1/2) mile (one (1) kilometer) radius of each other. Systems
         situated beyond this limit that require on-site assistance will be
         subject to additional charges at HP's standard service rates.

    I.   ACCESS TO THE HP RESPONSE CENTER

         HP Response Center use is limited to the system manager for the
         operating system and subsystem software; if applicable, the network
         operator for the network; if applicable, the application software
         manager(s) for each family of HP application software; and if
         purchased, additional HP Response Center callers. In the absence of any
         of these managers, the HP Response Center is available to their
         designated alternates and, if applicable, during after-hours telephone
         assistance to the designated after-hours alternate.

    J.   SOURCE CODE SUPPORT

         For HP source code Software covered under HP System Support Options,
         assistance is limited to problems that can be duplicated on the current
         version of the object code of the particular Software. HP charges
         Customer at HP's standard service rates for any other assistance
         required.

    K.   HP PREDICTIVE SUPPORT (SELECTED SYSTEMS)

         HP is not responsible if HP Predictive Support Software does not
         identify or remedy system or peripheral problems prior to actual
         occurrence.

    L.   NETWORK SOFTWARE COVERAGE

         Support for HP network software that provides multi-vendor node
         connectivity is limited to product-usage and problem-solving assistance
         and software update materials, unless network support is purchased.

    M.   TRAVEL ZONES

         Customer sites located beyond one hundred (100) miles of a primary HP
         Support Responsible Office may be subject to travel charges, longer
         response times, and reduced coverage hours as specified in HP's
         "Worldwide Customer Support Travel and Office Directory." Availability
         of some coverage levels is based on distance from a primary HP Support
         Responsible Office.

    N.   EXCLUSIONS

         HP System Support Options do not include assistance that involves
         program development coding, isolation of coding problems,
         implementation assistance, performance consulting, data recovery
         regardless of the cause of data loss, hardware malfunctions, or
         problems and investigation time relating to the use of privileged code
         on HP 3000 systems. HP System Support Options do not include
         consulting. Consulting may be purchased separately. HP System Support
         Options are not a substitute for any formal training offered by HP.

    0.   AVAILABILITY

         Some HP System Support Options service features and coverage levels are
         subject to local availability.

    P.   OUT OF COVERAGE HOURS

         Customer requests for hardware and software support services or
         installation and configuration services scheduled after HP's normal
         business hours may be subject to local availability and additional
         charges.

4.  CUSTOMER RESPONSIBILITIES

    A.   ACCESS

         Customer must provide HP with the following:

         1.   Access to the Products Covered under HP System support Options.

         2.   Adequate working space and facilities within a reasonable distance
              of the Products.

         3.   Access to and use of all information, internal resources, and
              facilities determined necessary by HP to service the Products.

                                                                     Page 4 of 5
<PAGE>

    B.   OPERATING PROCEDURES

         Customer must follow routine operating procedures as specified in the
         HP Product operating manual.

    C.   USAGE-LEVEL CHARGES

         Customer must allow HP to install or remove usage meters on specified
         electromechanical devices. Usage charges may be invoiced separately.

    D.   DIAGNOSTIC/MAINTENANCE SOFTWARE (SELECTED SYSTEMS)

         Customer must allow HP to keep system and network diagnostic and
         maintenance programs resident on Customer's system or site for the
         exclusive purpose of performing diagnostics and maintenance. Prior to
         submitting a Software problem report to HP, Customer may be required
         to assist HP in running these HP-supplied program. Customers with HP
         Predictive Support Software must use the electronic data transfer
         capability it provides to inform HP of events identified by the
         Software. Customer acknowledges that Customer has no ownership interest
         in diagnostic Software provided by HP and that HP may remove these
         diagnostic programs and any HP-loaned modems upon termination of HP
         System Support Options.

    E.   SERVICE REQUESTS

         Prior to placing a service request with HP, Customer may be required to
         run HP-supplied diagnostic programs.

    F.   REVISION LEVELS

         Customer must maintain all associated system hardware and firmware,
         except PC systems, at the latest HP-specified configuration and code
         revision level. For PC systems, Customer must maintain all associated
         system hardware and firmware at a revision level specified by HP.
         Customers must maintain HP-supported non-HP software at a code
         revision level specified by HP.

    G.   TELECOMMUNICATIONS CHARGES

         Customer is responsible for all telecommunications charges associated
         with using HP SupportLine electronic support.

    H.   TEMPORARY PROCEDURES

         Customer is responsible for implementing temporary procedures or
         workarounds while permanent solutions are being sought.

5.  SOFTWARE LICENSE AND COPYRIGHTS

    A.   UPDATES

         1.   HP grants Customer a License to Use software updates provided by
              HP under an HP System Support Option.

         2.   In addition, HP grants Customer a license to use and copy one (1)
              copy of the updates received from HP for each HP Software Product
              license for which Customer has purchased an HP System Support
              option that provides Software support.

         3.   Customer agrees that the License to Use and copy of the updates is
              governed by the HP Software License Terms in effect on the date HP
              ships the update to Customer. The current version of the HP
              Software License Terms is attached as an addendum to this
              Agreement.

    B.   HP UPDATE OWNERSHIP

         Customer acknowledges that it does not own and has no right to, title
         to, or interest in the updates except as set forth in the HP Software
         License Terms.

    C.   COPYRIGHT AND TRADEMARK NOTICES

         Customer agrees to reproduce and conspicuously affix those copyright
         and trademark notices from the original software or documentation on
         each copy of an update that Customer makes or obtains from an
         electronic data source, such as HP Supportline support.

6.  CHARGES

    A.   CANCELLATION

         If HP System Support Options are canceled, Customer will receive a pro
         rata refund only for the unused prepaid services. Charges for HP
         System Support Options cover a twelve (12) month period for one (1)
         year options and a thirty-six (36) month period for three (3) year
         options.

    B.   FINANCING

         If HP system Support Options are financed as part of an HP Financing
         Agreement the HP Financing Agreement terms and conditions regarding
         cancellation will govern.

                                                                     Page 5 of 5
<PAGE>

                    HP CONFIGURATION TOOLS LICENSE ADDENDUM
                               TABLE OF CONTENTS

                          1.   PARTIES AND PRECEDENCE
                          2.   LICENSE GRANT
                          3.   RESTRICTIONS AND CHANNEL
                               PARTNER RESPONSIBILITIES
                          4.   SUPPORT
                          5.   CONFIDENTIAL INFORMATION
                          6.   OWN RISK
                          7.   TERM AND TERMINATION

                                                                     Page 1 of 3
<PAGE>

                    HP CONFIGURATION TOOLS LICENSE ADDENDUM


1.  PARTIES AND PRECEDENCE

    This Addendum covers Channel Partner's use of certain electronic
    configuration tools which consist of HP and third party Software. For
    purposes of this Addendum, "Channel Partner" means any direct reseller,
    indirect reseller or Independent Software Vendor ("ISV") of HP Solutions
    Products pursuant to a written Agreement or Certification. This Addendum is
    incorporated by reference into such Agreement or Certification, the terms
    and conditions of which will continue in full force and effect; provided,
    however, that in the event of a conflict with any of the provisions of this
    Addendum, this Addendum will take precedence.

2.  LICENSE GRANT

    A.   Subject to the terms and conditions set forth in this Addendum and in
         Channel partners HP Agreement or Certification, HP grants to Channel
         Partner an internal, non-exclusive, non-transferable, worldwide
         license to use one copy of the following Software plus any other
         Software designated by HP and agreed upon by Channel Partner in object
         code format and including any associated documentation (collectively,
         the "Configuration Tools"), per each individual user identified by
         Channel Partner and approved by HP. For purposes of this Addendum,
         "User" means an individual employee or contractor of Channel Partner,
         as evidenced by a unique user identifier for such individual.

                   HP Knowledge Base
                   SalesBUILDER for Windows
                   QuoteBUILDER for Windows
                   RAM Doubler

    B.   Notwithstanding the foregoing transfer restriction, Channel Partner may
         transfer copies of the Configuration Tools, including the associated
         licenses and documentation, between similarly situated Users, subject
         to Section 3 below and any related policies or guidelines issued by HP.

3.  RESTRICTIONS AND CHANNEL PARTNER RESPONSIBILITIES

    A.   Channel Partner will use the Configuration Tools solely for the
         purposes of selling, configuring, quoting prices for, ordering,
         distributing and/or supporting HP Products and Channel Partner
         products.

    B.   Channel Partner will be responsible for the payment of all registration
         fees, periodic fees, and any connect time charges associated with the
         delivery of the Configuration Tools by HP or its designee via
         electronic communications services or other means.

    C.   Channel Partner must have a valid HP Purchase Agreement for resellers,
         ISV Agreement Or Certification, with no compliance violations, in order
         to be eligible to use the Configuration Tools.

    D.   Channel Partner will be responsible for controlling the number of its
         users of the Configuration Tools, and will notify HP or its designee
         promptly of any internal transfers of the Configuration Tools,
         including the associated licenses and documentation.

    E.   Channel Partner acknowledges HP's right to change Product information
         as reflected in The HP Product Knowledge Base without prior notice to
         Channel Partner.

4.  SUPPORT

    HP will provide direct reselling and ISV Channel Partners with telephone
    coverage support regarding SalesBUILDER for Windows only, each Monday
    through Friday from 8:00 AM to 8:00 PM Eastern Standard Time, excluding HP
    holidays pursuant to this Addendum regarding support. HP has no support
    obligations regarding any other software licensed pursuant to this license.
    The Channel Partners may contact directly the manufacturers of other
    software licensed.

5.  CONFIDENTIAL INFORMATION

    Any information disclosed by HP to Channel Partner in connection with
    Channel Partner's use of the Configuration Tools which is labeled
    confidential or proprietary will be protected by Channel Partner from
    unauthorized disclosure to third parties with the same degree of care as
    Channel Partner uses for its own similar information for a period of three
    (3) years from the date of disclosure. This restriction will not apply to
    any information which is (i) already known by Channel Partner prior to
    disclosure, (ii) independently developed by Channel Partner prior to or
    independent of the disclosure, (iii) publicly available, (iv) rightfully
    received from a third party without a duty of confidentiality, or (v)
    disclosed by Channel Partner with HP's prior written approval.

6.  OWN RISK

    HP IS PROVIDING THESE CONFIGURATION TOOLS ON AN "AS IS" BASIS. CHANNEL
    PARTNER'S USE OF THE CONFIGURATION TOOLS IS AT CHANNEL PARTNER'S OWN RISK.
    HP, ITS AGENTS, EMPLOYEES, SUBCONTRACTORS AND THIRD PARTY SOFTWARE SUPPLIERS
    DISCLAIM ANY AND ALL LIABILITIES FOR AND MAKE NO WARRANTIES, EXPRESS OR
    IMPLIED, WITH RESPECT TO THE CONFIGURATION TOOLS INCLUDING, WITHOUT
    LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
    PARTICULAR PURPOSE.

7.  TERM AND TERMINATION

    This Addendum will be effective upon execution by both parties, and will
    continue in effect so long as Channel Partner's HP Agreement or
    Certification is in effect; provided, however, that HP may terminate Channel
    Partner's license immediately upon notice for cause, and that HP may, in
    HP's sole discretion, terminate Channel Partner's license upon thirty (30)
    days notice without cause. Upon any such termination, Channel Partner will
    immediately destroy the Configuration Tools, together with all copies in any
    form.

                                                                     Page 3 of 3
<PAGE>

                   HP WARRANTY AND INSTALLATION INFORMATION
                               TABLE OF CONTENTS

                          1.   DEFINITIONS
                          2.   WARRANTY STATEMENT
                          3.   PLACE OF PERFORMANCE
                          4.   LIMITATION OF LIABILITY AND REMEDIES
                          5.   WARRANTY AND INSTALLATION CLASSIFICATIONS
                          6.   RESPONSE TIMES
                          7.   INSTALLATION SERVICES

                                                                    Page 1 of 10
<PAGE>

                   HP WARRANTY AND INSTALLATION INFORMATION



1.  DEFINITIONS

    A.   "Delivery" means standard HP shipping to and arrival at the receiving
         area at the "Ship To" address in the country where Customer's order is
         placed, unless otherwise indicated on the quotation.

    B.   "Products" means hardware, Software, documentation, accessories,
         supplies, parts and upgrades that are determined by HP to be available
         from HP upon receipt of Customer's order. "Custom Products" means
         Products modified, designed or manufactured to meet Customer
         requirements.

    C.   "Software" means one or more programs capable of operating on a
         controller, processor or other hardware Product ("Device"). Software is
         either a separate Product, included with another Product ("Bundled
         Software"), or fixed in a Device and not removable in normal operation
         ("Firmware").

    D.   "Specifications" means specific technical information about HP Products
         which is published in HP Product manuals and technical data sheets in
         effect on the date HP ships Customers order.

2.  WARRANTY STATEMENT

    A.   Product warranty period is defined by the warranty code appearing on
         quotations, as described in the "Warranty and Installation
         Classification Table" below or is available upon request.

    B.   Products purchased from HP outside the U.S. will receive the standard
         warranty in the country of purchase. If Customer moves such Products to
         another country where HP has Support presence, then Customer will
         receive the destination country standard warranty.

    C.   Products purchased in the U.S. based on the U.S. list prices will only
         receive standard warranty in the U.S., except for Products with a
         global warranty. All Products purchased in the U.S. based on
         international prices will include a global warranty. A global warranty
         means that the Product will include the destination country's standard
         warranty in any country where the Product is moved provided that HP has
         Support presence in that country.

    D.   Additional warranty coverage may be purchased and that warranty will be
         limited to the country in which the additional coverage was purchased.
         Customer may receive a different warranty when the Product is purchased
         as part of a system. HP reserves the right to change the warranty. Such
         changes will affect only new orders.

    E.   The warranty period begins on the date of Delivery, or the date of
         installation if installed by HP. If Customer schedules or delays
         installation by HP more than 30 days after Delivery, the warranty
         period begins on the 31st day after Delivery.

    F.   HP warrants HP hardware Product against defects in materials and
         workmanship. HP further warrants that HP hardware Products conform to
         Specifications. These warranties do not include periodic recalibration
         (recommended for some HP Products), unless specifically covered in the
         warranty terms for such Products.

    G.   HP warrants that Software will not fail to execute its programming
         instructions due to defects in materials and workmanship when properly
         installed and used on the Device designated by HP. HP further warrants
         that HP owned standard Software will substantially conform to
         Specifications. HP does not warrant that Software will operate in
         hardware and software combinations selected by Customer, or meet
         requirements specified by Customer.

    H.   HP does not warrant that the operation of Products will be
         uninterrupted or error free.

    I.   HP warrants that each HP hardware, software, and firmware Product
         delivered under this Exhibit and HP's Terms and Conditions of Sale and
         Service will be able to accurately process date data (including, but
         not limited to, calculating, comparing, and sequencing) from, into, and
         between the twentieth and twenty-first centuries, and the years 1999
         and 2000, including leap year calculations, when used in accordance
         with the Product documentation provided by HP (including any
         instructions for installing patches or upgrades), provided that all
         other products (e.g. hardware, software, firmware) used in combination
         with such HP Product(s) properly exchange date data with it. If the
         Specifications require that specific HP Products must perform as a
         system in accordance with the foregoing warranty, then that warranty
         will apply to those HP Products as a system, and Customer retains sole
         responsibility to ensure the Year 2000 readiness of its information
         technology and business environment. The duration of this warranty
         extends through January 31, 2001. To the extent permitted by local law,
         this warranty applies only to branded HP Products and not to products
         manufactured by others that may be sold or distributed by HP. This
         warranty Section 21. applies only to HP Products shipped after July 01,
         1998. The remedies applicable to this Section 21., are those provided
         in Section 2J. below. Nothing in this warranty will be construed to
         limit any rights or remedies provided elsewhere in this Exhibit and
         HP's Terms and Conditions of Sale and Service with respect to matters
         other than Year 2000 compliance.

    J.   If HP receives notice of defects or non-conformance to hardware
         Specifications, or substantial non-conformance to HP owned standard
         Software Specifications during the warranty period, HP will, at its
         option, repair (and recalibrate only as necessitated by repairs), or
         replace the affected Products. If HP is unable, within a reasonable
         time, to repair, replace or correct a defect or non-conformance in a
         Product to a condition as warranted, Customer will be entitled to a
         refund of the purchase price upon prompt return of the Product to HP.
         Customer, will pay expenses for return of such Products to HP. HP will
         pay expenses for shipment of repaired or replacement Products, except
         for Products returned to Customer from another country.

    K.   HP warrants that HP Support will be provided in a professional and
         workmanlike manner. HP will replace, at no charge, parts which are
         defective and returned to HP within 90 days of delivery.

    L.   Some newly manufactured HP Products may contain and warranty service
         may use remanufactured parts, which are equivalent to new in
         performance.

    M.   The above warranties do not apply to defects resulting from improper or
         inadequate maintenance or calibration by Customer; Customer or third
         party supplied software, interfacing or supplies; unauthorized
         modification, improper use or operation outside of the Specifications
         for the Product; abuse, negligence, accident, loss or damage in
         transit; improper site preparation; or unauthorized maintenance or
         repair.

                                                                    Page 3 of 10
<PAGE>

    N.   THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER
         WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. HP SPECIFICALLY DISCLAIMS THE
         IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR
         PURPOSE.

3.  PLACE OF PERFORMANCE

    A.   Within HP service travel areas, HP Products and certain other Products
         designated by HP, sold with On Site warranty and installation
         coverage, will be installed by HP at the Customer's facility at no
         charge. Outside HP service travel areas, warranty and installation
         services will be performed at Customer's facility only upon HP's prior
         agreement; Customer will pay HP's travel expenses and other applicable
         expenses for such services.

    B.   Products with On Site warranty will receive warranty services only at
         the initial installation site. If Products eligible for On Site
         warranty and installation services are moved from the initial
         installation site, the warranty services will be provided only if the
         Customer purchases additional inspection or installation services at
         the new site.

    C.   Products with On-Site warranty will receive warranty services outside
         the country of initial purchase if global warranty coverage applies.
         Service outside the country of initial purchase is subject to the
         conditions regarding HP service travel areas and initial installation
         site in Sections 3A. and B. above.

    D.   Products with global warranty coverage and return to HP warranty, and
         battery-powered Products, may be returned to the closest HP authorized
         repair center. All other Products with return to HP warranty must be
         returned to a HP authorized repair center within the country of
         original purchase. Customer will pay expenses for return of such
         Products to HP. HP will pay expenses for shipment of repaired or
         replacement Products, except for Products returned to Customer from
         another country.

4.  LIMITATION OF LIABILITY AND REMEDIES

    A.   To the extent HP is held legally liable to Customer, HP's liability is
         limited to:

         1)   damages for bodily injury;

         2)   direct damages to tangible property up to a limit of U.S. one
              million dollars ($1,000,000).

    B.   Notwithstanding Section 4A. above, in no event will HP or its
         affiliates, subcontractors or suppliers be liable for any of the
         following:

         1)   actual loss or direct damage that is not listed in 4A. above;

         2)   damages for loss of data, or software restoration;

         3)   damages relating to Customer's procurement of substitute products
              or services (i.e., "cost of cover"); or

         4)   incidental, special or consequential damages (including downtime
              costs or lost profits).

    C.   THE REMEDIES IN THIS EXHIBIT AND HP's TERMS AND CONDITIONS OF SALE AND
         SERVICE ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES.

5.  WARRANTY AND INSTALLATION CLASSIFICATIONS

    Products receive warranty and installation services as defined in the
    Warranty and Installation Classification Table below. Peripherals,
    accessories and interfaces receive the same services as the systems to which
    they are connected when:

         1)   the Products are purchased with the system on a coordinated
              delivery and are included in the system configuration; or,

         2)   the Products are purchased as add-ons to an existing system
              covered by a HP service agreement which is extended to include the
              add-on Products.

                                                                    Page 4 of 10
<PAGE>

WARRANTY AND INSTALLATION CLASSIFICATION TABLE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
 WARR    WARRANTY     SERVICE             SUPPORT                       GLOBAL    INSTALL    UPGRADE
 CODE    PERIOD       LOCATION            LEVEL                         WARR.     INC.       ELIG.
                                                                        (13)                 (4)
-------------------------------------------------------------------------------------------------------
<S>      <C>          <C>                 <C>                           <C>       <C>        <C>
 1A      30 Days      HP/DEALER           Standard Bench (3)            No        No         No
 1B      60 Days      HP                  Replacement (18)              Yes       No         No
 1C      30 Days      HP/DEALER           Replacement (18)              Yes       No         No
 1D      30 Days      HP/DEALER           Parts Only (16,30)            Yes       No         No
 1E      5 Years      HP/DEALER           Parts Only (32)               Yes       No         No
 1F      90 Days      HP/DEALER           Parts Only (16,30)            Yes       No         No
 1G      2 Years      HP/DEALER           Parts Only (16,30)            Yes       No         No
 1H      1 Year       HP                  Enhanced Parts Only,          No        No         Yes
                                          within 48Hrs (33)
 1P      30 Days      HP                  Replacement (18)              No        No         No
 1Q      30 Days      HP/DEALER           Parts Only (16,30)            No        No         No
 2A      90 Days      On Site             4 Hour Response (22)          No        Yes (1)    Yes
 2B      90 Days      On Site             4 Hour Response (22)          No        Yes        Yes
 2C      90 Days      On Site             4 Hour Response (22)          No        No         Yes
 2D      90 Days      On Site             Next Day (22)                 No        No         Yes
 2E      90 Days      On Site             Next Day (22)                 No        Yes        Yes
 2F      90 Days      On Site             Next Day (22)                 No        No         No
 2G      90 Days      On Site             4 Hour Response (22)          No        No         No
 2H      90 Days      On Site             Next Day (22)                 No        Yes        No
 2J      90 Days      On Site             Within 3 Days (22)            No        Yes        No
 2K      90 Days      HP/DEALER           Replacement (2)               Yes       No         No
 3A      90 Days      HP/DEALER           Standard Bench (3)            No        No         Yes
 3B      90 Days      HP/DEALER           Standard Bench (3)            No        No         No
 3C      90 Days      HP                  Replacement (2)               No        No         No
 3D      90 Days      HP                  Standard Bench (3)            No        No         No
 3E      6 Months     On Site             Within 3 Days (22)            Yes       Yes        Yes
 3P      90 Days      HP                  Replacement (18)              No        No         No
 3Q      90 Days      HP                  Parts Only (16,24)            No        Yes        No
 3R      90 Days      HP                  Parts Only (16,24)            No        No         No
 3S      1 Year       On Site             Next Day (22)                 Yes       No         Yes
 3T      1 Year       On Site             Next Day (22)                 Yes       Yes        Yes
 3U      90 Days      HP                  Replacement (2)               Yes       No         No
 3V      18 Months    HP/DEALER           Standard Bench (3)            Yes       No         No
 3W      1 Year       On Site             Within 3 Days (22)            Yes       No         No
                                          Module Exchange(14)
 3X      1 Year       HP                  Replacement (18)              Yes       No         No
 4A      1 Year       HP/DEALER           Standard Bench (3)            No        No         No
 4B      1 Year       HP/DEALER           Standard Bench (3)            No        No         Yes
 4C      1 Year       HP/DEALER           Standard Bench (3)            No        Yes        No
 4D      1 Year       HP/DEALER           Standard Bench (3)            Yes       No         No
 4E      1 Year       HP/DEALER           Standard Bench (3)            Yes       No         Yes
 4F      1 Year       HP/DEALER           Standard Bench (3)            Yes       Yes        No
 4G      1 Year       On Site             Next Day (22)                 Yes       No         No
 4H      1 Year       HP/DEALER           Unit Exchange, Next Day (7)   Yes       No         No
 4J      1 Year       HP/DEALER           Exchange, Next Day (7)        Yes       No         No
 4K      1 Year       On Site             Next Day (22)                 No        Yes (1)    Yes
 4L      1 Year       On Site             NextDay(22)                   No        Yes        Yes
 4M      1 Year       On Site             Next Day (22)                 No        No         Yes
 4N      1 Year       On Site             Within 2 Days (19)            Yes       No         No
 4P      1 Year       HP                  Parts Only (16)               Yes       No         No
 4Q      1 Year       On Site             Next Day (22)                 Yes       Yes        No
 4R      1 Year       On Site             Cooperative, 7 Days (11)      Yes       Yes        Yes
 4S      1 Year       On Site             Cooperative (11)              Yes       Yes        Yes
 4T      1 Year       On Site             HW & SW, Next Day (26)        Yes       No         SW
 4U      1 Year       HP/DEALER           Unit Exchange (7)             Yes       No         Yes
 4V      3 Years      HP/DEALER           Parts Only (16)               Yes       No         No
 4W      90 Days      On Site             Shared, Same Day (20)         No        No         No
 4X      1 Year       HP                  Replacement (6)               No        No         No
 4Y      1 Year       On Site             SW Next Day (31)              Yes       No         No
 5A      1 Year       On Site             Next Day (22)                 No        Yes        No
 5B      1 Year       On Site             Next Day (22)                 No        Yes        No
</TABLE>

                                                                    Page 5 of 10
<PAGE>

WARRANTY AND INSTALLATION CLASSIFICATION TABLE
<TABLE>
<CAPTION>
<S>      <C>          <C>                 <C>                           <C>       <C>        <C>
 5C      1 Year       On Site             Next Day (22)                 No        No         No
 5D      1 Year       On Site             Within 3 Days (22)            No        No         No
 5E      1 Year       HP/DEALER           Unit Exchange (7)             No        No         No
 5F      1 Year       HP/DEALER           Unit Exchange, Next Day (7)   No        Yes (1)    No
 5G      1 Year       On Site             Within 3 Days (22)            No        Yes        Yes
 5H      1 Year       On Site             Within 3 Days (22)            No        No         Yes
 5J      1 Year       On Site             Within 3 Days (22)            No        No         Yes
 5K      1 Year       On Site             Within 3 Days (22)            No        Yes (1)    Yes
 5L      1 Year       On Site             4 Hour Response (22)          No        Yes        Yes
 5M      1 Year       On Site             4 Hour Response (22)          No        No         Yes
 5N      1 Year       On Site             4 Hour Response (22)          No        No         Yes
 5P      1 Year       HP                  Replacement (18)              No        No         No
 5Q      1 Year       HP                  Standard Bench (3)            No        No         No
 5R      1 Year       On Site             4 Hour Response (22)          No        Yes        Yes
 5S      1 Year       On Site             Within 3 Days (22)            Yes       No         Yes
 5T      1 Year       On Site             Within 3 Days (22)            Yes       Yes        Yes
 5U      1 Year       On Site             Within 3 Days (22)            No        Yes        No
 5V      1 Year       On Site             Cooperative (11)              No        Yes        Yes
 5W      1 Year       On Site             Next Day, 7 Days (I5)         Yes       No         No
 5X      1 Year       HP                  Parts Only (16)               No        Yes        No
 5Y      1 Year       On Site             Cooperative, 7 Days (11)      No        No         Yes
 5Z      I Year       HP/DEALER           Unit Exchange (7)             No        No         Yes
 6A      3 Years      On Site             Next Day (22)                 No        No         No
 6B      2 Years      HP/DEALER           Standard Bench (3)            No        No         No
 6C      2 Years      On Site             Next Day (22)                 No        Yes        No
 6D      2 Years      On Site             Next Day (22)                 No        No         No
 6E      2 Years      HP/DEALER           Unit Exchange, Next Day (7)   No        No         No
 BF      2 Years      HP/DEALER           Unit Exchange (7)             No        No         No
 6G      2 Years      HP/DEALER           Unit Exchange (7)             No        No         Yes
 6H      2 Years      HP                  Parts Only (16)               No        Yes        No
 6J      2 Years      On Site             Shared, Same Day (20)         No        No         No
 6L      18 Months    HP/DEALER           Standard Bench (3)            No        No         No
 6M      18 Months    HP                  Replacement (18)              No        No         No
 6N      18 Months    On Site             Next Day (22)                 Yes       No         No
 6P      2 Years      HP                  Replacement (18)              No        Yes        No
 6Q      2 Years      On Site             Next Day, 7 Days (15)         Yes       No         No
 6R      2 Years      On Site             Next Day (22)                 Yes       No         No
 6S      2 Years      HP/DEALER           Standard Bench (3)            Yes       Yes        No
 6T      2 Years      On Site             Unit Exchange, Next Day (7)   No        No         No
 6U      2 Years      On Site             Unit Exchange, Next Day (7)   No        No         Yes
 6V      2 Years      On Site             Within 3 Days (22)            Yes       No         No
 6W      2 Years      On Site             Unit Exchange, Next Day (7)   No        No         No
 6X      2 Years      HP/DEALER           Unit Exchange, Next Day (7)   yes       No         No
 6Y      2 Years      On Site             Unit Exchange, Next Day (7)   Yes       Yes        No
 6Z      1 Year       HP                  Replacement (18)              No        No         No
 7A      3 Years      HP/DEALER           Standard Bench (3)            No        No         No
 7B      3 Years      HP/DEALER           Unit Exchange (7)             No        No         No
 7C      3 Years      On Site             Next Day (22)                 No        No         No
 7D      3 Years      Site & Bench        1 Year On Site + 2 Years      No        No         No
                                          Bench (10)
 7E      3 Years      HP/DEALER           Unit Exchange, Next Day (7)   No        No         No
 7F      3 Years      Exchange & Bench    1 Year Unit Exchange + 2      No        No         No
                                          Years Bench (12)
 7G      3 Years      On Site             Next Day (22)                 yes       No         No
 7H      3 Years      HP/DEALER           Replacement (18)              No        No         No
 7J      3 Years      HP/DEALER           Module Exchange (14)          Yes       No         No
 7K      3 Years      Site & Bench        1 Year On Site + 2 Years      Yes       No         No
                                          Bench (10)
 7L      3 Years      HP/DEALER           Standard Bench (3)            Yes       No         No
 7M      3 Years      HP/DEALER           Unit Exchange (7)             No        No         Yes
 7N      3 Years      On site             Next Day (22)                 No        Yes (1)    Yes
 7P      3 Years      On Site             Next Day (22)                 No        Yes        Yes
 7Q      3 Years      On Site             Next Day (22)                 No        No         Yes
 7R      3 Years      HP/DEALER           Unit Exchange, Next Day (7)   No        No         Yes
 7S      3 Years      HP/DEALER           Bench + Parts Only (21)       Yes       No         No
</TABLE>

                                                                    Page 6 of 10

<PAGE>

WARRANTY AND INSTALLATION CLASSIFICATION TABLE
<TABLE>
<CAPTION>
<S>      <C>          <C>                 <C>                             <C>     <C>        <C>

 7T      3 Years      On Site             1 Year On Site + 2 Years Parts  Yes     No         No
                                          Only (23)
 7U      3 Years      On Site             On Site, Within 3 Days (22)     No      Yes        No
 7V      3 Years      On Site             On Site, Within 3 Days (22)     No      No         Yes
 7W      3 Years      On Site             On Site, Within 3 Days (22)     No      No         No
 7X      3 Years      HP/DEALER           Unit Exchange (7)               Yes     No         Yes
 7Y      3 Years      On Site             8 Hour Response, 24x7 (27)      No      No         No
 7Z      3 Years      HP/DEALER           Parts Only (16)                 No      No         No
 8A      5 Years      On Site             Next Day (22)                   No      No         No
 8B      5 Years      HP                  Replacement (18)                No      No         No
 8C      5 Years      HP/DEALER           Standard Bench                  No      No         No
 8D      5 Years      HP/DEALER           Replacement (18)                No      No         Yes
 8E      5 Years      Site & Parts        1 Year On Site + Parts Only     No      No         No
                                          Lifetime (17)
 8F      5 Years      On Site             Next Day                        Yes     No         No
 8G      5 Years      HP                  Replacement (18)                Yes     No         No
 8H      5 Years      HP/DEALER           Unit Exchange, Next Day (7)     No      No         No
 8J      5 Years      HP/DEALER           Unit Exchange, Next Day (7)     No      No         Yes
 8K      5 Years      HP/DEALER           Unit Exchange (7)               No      No         No
 8L      5 Years      HP/DEALER           Unit Exchange (7)               No      Yes        Yes
 8M      3 Years      Site & Parts        90 Days On Site + 33 Months     Yes     No         No
                                          Parts Only (28)
 8N      3 Years      Site & Parts        1 Year On Site + 2 Years Parts  Yes     No         No
                                          Only (28)
 8P      3 Years      Site & Parts        1 Year On Site + 2 Years Parts  Yes     No         No
                                          Only Excluding KB/Mouse (29)
 8Q      5 Years      HP/DEALER           Parts Only (16)                 No      No         No
 8R      3 Years      HP/DEALER           Unit Exchange, Next Day (7)     Yes     No         No
 8S      3 Years      On Site             Unit Exchange (7)               Yes     No         No
 8T      2 Years      On Site             Next Day (22)                   Yes     Yes        No
 8U      2 Years      On Site             Within 3 Days (22)              Yes     Yes        No
 8V      3 Years      Site & Parts        1 Year On Site + 2 Years Parts  No      No         No
                                          Only Excluding KB/Mouse (29)
 9A      6 Years      On Site             4 Hour Response (Expires: 30    No      No         No
                                          SEP 2001)
 9M      Lifetime     HP                  Replacement (5)                 Yes     No         Yes
 9N      Lifetime     HP                  Replacement (5)                 No      No         Yes
 9P      Lifetime     HP                  Replacement (5)                 No      No         No
 9Q      10 Years     HP                  Replacement (9)                 No      No         No
 9R      Lifetime     HP/DEALER           Unit Exchange, Next Day (7)     Yes     No         Yes
 9X      30 Years     HP/DEALER           Replacement (8)                 No      No         No
 9Y      90 Days      HP/DEALER           Replacement (6)                 No      No         No
 9Z      90 Days      HP                  Replacement (24)                No      No         No
</TABLE>

                                                                    Page 7 of 10
<PAGE>

NOTES:

1.   Site preparation service included with installation.
2.   Warranty service is limited to repair or replacement of defective Software
     media or materials only.
3.   Standard Bench warranty means repaired by HP or an HP dealer at its
     designated repair center.
4.   Upgrade eligibility indicates Product warranty and installation coverage is
     eligible to change to match the warranty coverage of the controlling
     Product when ordered as a component of a system.
5.   Lifetime parts warranty for an item that is warranted throughout the
     support life of the Product in which it is used.
6.   Products manufactured by another company and distributed by Hewlett-Packard
     are not supported by HP. Support is provided by the original product
     manufacturer. Software warranty services from HP are limited to replacement
     of defective Software media or materials. Customer should contact and/or
     register with the product manufacturer to receive any additional warranty
     and support coverage information that may be available.
7.   Unit Exchange warranty may return to the Customer a repaired exchange unit,
     or their original product repaired to HP standards.
8.   The Product may be replaced, repaired or the purchase price refunded if
     found to be defective during the first thirty (30) years of use.
9.   The Product may be replaced if found to be defective during the first ten
     (10) years of use.
10.  On site warranty with next day response is provided for the first year and
     Standard Bench warranty is provided for two additional years. Standard
     Bench warranty means repaired by HP or by an HP dealer at its designated
     repair center.
11.  Cooperative Support involves a sharing of responsibilities for replacement
     parts inventory and on site product servicing. Warranty 5V response is
     limited to normal working hours. Warranty 5Y response is twenty-four (24)
     hours a day, seven (7) days a week.
12.  Unit exchange (see #7 above) warranty is provided for the first year and
     Standard Bench warranty is provided for two additional years. Standard
     Bench warranty means repaired by HP or an HP dealer at its designated
     repair center.
13.  Warranty coverage is available in all countries where HP has established
     local support capabilities. Repairs of products configured to operate in a
     different country may be subject to delays.
14.  Module Exchange warranty may return to the Customer a refurbished module in
     exchange for the Customer's original.
15.  Response to a call for support is available seven (7) days a week. On site
     response is provided by the next day after receiving a call requesting
     warranty support.
16.  Parts only warranty means HP will supply the Customer with a replacement
     part in exchange for a defective one.
17.  Five (5) year on site warranty is supplemented with a lifetime parts
     warranty. Lifetime means HP will supply the Customer with a replacement
     part in exchange for a defective one throughout the support life of the
     Product. Some part restrictions apply.
18.  The item is warranted against manufacturing defects in material or
     workmanship only.
19.  Warranty response is provided within two business days.
20.  Shared warranty support responsibility with the original equipment
     manufacturer. HP provides the initial contact for the Customer and works
     with the original equipment manufacturer the same business day to supply
     required warranty support if needed.
21.  First year receives standard bench repair warranty coverage and years two
     and three receive replacement parts warranty coverage only.
22.  Responses are based on local standard business days and working hours.
     Unless otherwise stated, all responses are measured from the time the
     Customer calls until HP has either established a mutually acceptable time
     for support to be performed, or HP has begun to provide on site support or
     remote diagnostics.
23.  First year receives standard On Site, Next Day warranty coverage and years
     two and three receive replacement parts warranty coverage only.
24.  Products manufactured by another company, distributed by HP and supported
     by HP receive minimal warranty coverage of ninety (90) days parts only.
     This warranty may upgraded to one (1) year on site support.
25.  Product is serviced on site and if found to be defective is exchanged for a
     previously repaired unit by the HP authorized support engineer.
26.  HP warrants that both the standard hardware and software will substantially
     conform to published specifications.
27.  Responses are measured from the time the Customer calls until HP has
     either established a mutually acceptable time for support to be performed,
     or HP has begun to provide on site support or remote diagnostics. 24x7
     refers to coverage hours of twenty-four (24) hours a day, seven (7) days a
     week.
28.  Two (2) levels of warranty coverage are provided for specified intervals of
     time. The two (2) levels can be described as follows: 1) On site support
     supplied by the next business day; and, 2) Parts only coverage without the
     need to return the defective part.
29.  Two (2) levels of warranty coverage are provided for specified intervals of
     time. The two (2) levels can be described as follows: 1) On site support
     supplied by the next business day; and, 2) Parts only coverage excluding
     the keyboard and mouse.
30.  The Customer may accept parts only warranty (see footnote 16) or return the
     product to the point of sale for warranty support.
31.  HP warrants that the standard software will substantially conform to
     published specifications.
32.  Keyboard and mouse are covered for the first (1st) year only.
33.  The Enhanced Parts Only service level means that HP will provide the
     Customer with remote resolution assistance, parts diagnosis, replacement
     part(s) in return for defective one(s), and remote part installation
     assistance. At its option, HP may, but is not obligated to, repair the
     product on site.

                                                                    Page 8 of 10
<PAGE>

6.  RESPONSE TIMES

    Response times for on site repair services are specified in the Response
    Time Table below.

<TABLE>
<CAPTION>
                                                RESPONSE TIME TABLE
    ----------------------------------------------------------------------------------------------------------
    |                                |              |                 |                   |                  |
    |ZONE NUMBER                     |     1-3      |       3-5       |         6         |       Other      |
    |<S>                             |<C>           |<C>              |<C>                |<C>               |
    ----------------------------------------------------------------------------------------------------------
    |Distance (Miles/Km)             |0-100 / 0-160 |101-200 / 161-320|201-300 / 321 / 480|                  |
    ----------------------------------------------------------------------------------------------------------
    |                                |              |                 |                   |                  |
    ----------------------------------------------------------------------------------------------------------
    |Classification Codes 2A, 2B     |4             |8                |12                 |Quote             |
    |2C, 2G, 4S, 5L, 5M, 5N, 5R,     |Coverage Hours|Coverage Hours   |Coverage Hours     |                  |
    |5V & 9A                         |              |                 |                   |                  |
    ----------------------------------------------------------------------------------------------------------
    |                                |              |                 |                   |                  |
    |Clasification Codes 2D, 2E, 2F, |Next          |2                |3                  |Quote             |
    |2H, 4G, 4K, 4L, 4M, 4Q, 4T, 5A, |Coverage Day  |Coverage Days    |Coverage Days      |                  |
    |5B, 5C, 5F, 5W, 6A, 6C, 6D, 6N, |              |                 |                   |                  |
    |6Q, 6R, 7C, 7N, 7P, 7Q, 8A, 8H  |              |                 |                   |                  |
    |& 8J                            |              |                 |                   |                  |
    ----------------------------------------------------------------------------------------------------------
    |                                |              |                 |                   |                  |
    |Classification Codes 2J, 5D, 5G,|Within 3      |3                |3                  |Quote             |
    |5H, 5J, 5K, 5S, 5T, 5U, 6V, 7U, |Coverage Days |Coverage Days    |Coverage Days      |                  |
    |7V & 7W                         |              |                 |                   |                  |
    ----------------------------------------------------------------------------------------------------------
</TABLE>

7.  INSTALLATION SERVICES

    A.   SITE PREPARATION

         When this service is included in the purchase price of a Product, a
         representative of HP wi11 contact the Customer upon receipt of
         Customers purchase order to discuss site preparation requirements. This
         may be accomplished either during an on site visit or by telephone, and
         will encompass technical site planning, preparation and installation
         requirements relevant to Customer's system. Customer will also receive
         documentation or information characterizing the physical, electrical
         and environmental requirements applicable to Customer's system, as well
         as any other requirements obtained in the appropriate HP "Site
         Preparation Manual" (when available) for the system.

     B.  SITE SURVEY

         All installation sites must be approved by HP. Prior to the scheduled
         delivery of Customer's system, an HP representative will verify that
         the site has been prepared in conformation with the applicable "Site
         Preparation Manual" (when available) and meets all electrical and
         environmental requirements contained in that manual. This verification
         may occur either on site or by telephone.

   C.   PURCHASE OF INSTALLATION SERVICES

         Standard installation services are included in the price of some system
         Products. These services may also be obtained from HP for Products or
         systems which do not include these services in the purchase price of
         the product for additional cost which will be specially quoted.

    D.   INSTALLATION OF SYSTEMS AND SELECTED COMPONENTS

         1)   HP will install Customer's system(s) at a mutually agreed time
              following notification by Customer that all Products of the
              coordinated shipment have been delivered to the site and that the
              site conforms to HP's requirements. Installations will be
              performed during HP's normal business hours. Installations
              performed outside of business hours at Customer's request may be
              subject to additional charges.

         2)   HP systems, including all accessories, interfaces, peripherals and
              terminals ordered with a system on a coordinated delivery and
              included in HP's configuration guide and located at the system
              site, will be installed by HP at no additional charge.

    E.   SOFTWARE INSTALLATION

         Standard Software installation services consist of loading the
         operating system and utilities included in the operating system
         Software on the system and executing applicable verification tests.
         Software that is Customer installable will be noted in the applicable
         data sheet.

    F.   INSTALLATION RESPONSIBILITIES

         During system installation, HP will perform the following tasks:

         1.  Supervise uncrating, positioning and racking of the Products;

         2.  Inventory the shipment against the packing list(s);

         3.  Physically interconnect the Products;

         4.  Check the primary power line voltage;

         5.  Connect line power to Products shipped with power cable and
             connector; (1)

         6.  Install operating system and utilities

         7.  Execute turn-on procedures;

         8.  Perform electronic and mechanical adjustments;

         9.  Perform any repairs which may be required to make the Products
             operational; (2)

         10. Execute standard HP diagnostic or verification programs and tests;

                                                                    Page 9 of 10
<PAGE>

         11. Instruct operator on daily care and proper use of Products.

         During system installation, Customer will perform the following tasks:

         1.  Receive, uncrate, rack or move the Products and dispose of the
             packaging materials;

         2.  Rerack or relocate the Products;

         3.  Reconfigure or regenerate Software systems;

         4.  Connect line power to Products delivered without power cable and
             connector; (1)

         5.  May install products not supplied by HP;

         6.  Fabricate or pull cables;

         7.  Ensure that site, cable runs and power outlets conform to all
             local fire and electrical codes;

         8.  Attach wall and ceiling mounts to building structure;

         9.  Reconfigure hardware systems, including recabling or relocation
             of existing products.

         All of the above Customer tasks, except 4 and 8, may be performed by HP
         for an additional charge and are subject to availability of resources.

NOTES:

1) Due to variations in local electrical codes, many Products are shipped
   without power cables and connectors. These Products must be connected to
   power by Customer's electrical contractor who is familiar with local
   regulations.

2) Repairs made on Products covered by HP warranty will be accomplished at no
   additional charge. Shipment damage related to a Customer initiated relocation
   or shipment is not covered under warranty. For Products or damage not covered
   by HP warranty, repairs will be made at Customer's expense.

                                                                   Page 10 of 10
<PAGE>


                                             [HEWLETT PACKARD LOGO APPEARS HERE]

       U.S. SOLUTIONS DIRECT RESELLER PROGRAM OPERATIONS POLICY MANUAL


INTRODUCTION

This Operations Policy Manual ("OPM") describes uniform HP policies applicable
across Products, channel segments, and Direct Resellers. This OPM applies to all
HP Channel Partners that have active purchase agreements containing the U.S.
Direct Reseller Program Exhibit. For convenience and consistency, this OPM
refers generically to "Direct Resellers".

HP has consolidated these policies in the OPM to ensure consistency and to
provide an efficient means for updating changes to HP's policies simultaneously
across all applicable channel segments. All capitalized terms used in this OPM
retain the meanings defined elsewhere in the Agreement, unless specifically
noted to the contrary.

                                                                     Page 1 of 8
<PAGE>

            U.S. SOLUTIONS DIRECT RESELLER OPERATIONS POLICY MANUAL
                               TABLE OF CONTENTS

                    1.  WARRANTY
                    2.  SUPPORT
                    3.  SOFTWARE LICENSING
                    4.  RETURNS
                    5.  CHANNEL PARTNER INSIGNIA
                    6.  OBSOLETE, USED OR REFURBISHED UNITS



                                                                     Page 3 of 8
<PAGE>

            U.S. Solutions Direct Reseller Operations Policy Manual

1. WARRANTY

   A. WARRANTY STATEMENTS

      1. HARDWARE. HP warrants hardware Products against defects in materials
         and workmanship. HP further warrants that HP Products conform to
         Specifications in affect on the date HP ships the Product.

      2. DESIGNATED SOFTWARE AND FIRMWARE. HP warrants Software and Firmware
         Products, which are designated by HP for use with a hardware Product
         and are property installed on that hardware Product, against failures
         to execute their programming instructions due to defects in materials
         and workmanship.

      3. HP OWNED STANDARD SOFTWARE. HP warrants that HP owned standard Software
         will substantially conform to Specifications. HP does not warrant that
         Software will operate in hardware and software combinations selected by
         Direct Reseller and/or Customers, or meet requirements specified by
         Direct Resellers and/or Customers, or that the operation of Products
         will be uninterrupted or error free.

      4. YEAR 2000. HP warrants that each HP hardware, Software and firmware
         Product shipped by HP will be able to accurately process date data
         (including, but not limited to, calculating, comparing, and sequencing)
         from, into, and between the twentieth and twenty-first centuries, and
         the years 1999 and 2000, including leap year calculations, when used in
         accordance with the Product documentation provided by HP (including any
         instructions for installing patches or upgrades), provided that all
         other products (e.g. hardware, software, firmware) used in combination
         with such HP Product(s) property exchange date data with it. If the
         Specifications require that specific HP Products must perform as a
         system in accordance with the foregoing warranty, then that warranty
         will apply to those HP Products as a system, and warranty recipients
         retain sole responsibility to ensure the Year 2000 readiness of their
         information technology and business environments.

      5. OTHER WARRANTIES. HP may provide Product specific warranties, either
         with such Products or via the following HP web site:
         http://partner.americas.hp.com/. HP revisions to such warranties will
         be effective on the date specified by HP. These warranties will take
         precedence over any conflicting terms contained in this Section 1.

   B. WARRANTY PERIODS AND PASS THROUGH PROCESSES

      1. WARRANTY PERIODS. Product warranty period and additional information is
         available with Products, on quotations, or upon request. If Direct
         Reseller does not pass through its HP warranties, the warranty period
         begins on the date of Delivery, or the date of installation if
         installed by HP. If Customer schedules or delays installation by HP
         more than thirty (30) days after Delivery, the warranty period begins
         on the thirty-first (31st) day after Delivery.

      2. PASS THROUGH PROCESSES. Except as expressly provided in this Agreement,
         Direct Reseller may pass through the warranties provided under the
         Agreement to their end-user Customers, so long as such warranty terms
         and conditions obligate HP to no greater than the following:

         a.  Warranty coverage for defective Products no greater than that
             provided in this Warranty Section and any associated Product
             Exhibit or Product Category.

         b.  Warranty exclusions and disclaimers no less than those set forth in
             this Warranty Section and any associated product Exhibit.

         c.  A duration of warranty expiring no later than the date of
             expiration of HP's warranty as provided under this Agreement; and

         d.  Limitations of remedies and liability no less than those provided
             in the Limitation of Remedies and Liability Section of this
             Agreement.

         Direct Reseller must provide a copy of the currently effective HP
         warranty to its end-user Customer prior to the downstream sale. A copy
         of the current version of HP's Warranty and Installation Information
         (also known as "E-26") is attached as an addendum to this Agreement and
         may be provided by Direct Reseller to its end-user Customer, provided
         that Direct Reseller is responsible for ensuring that it provides the
         current version of E-26. In addition, Direct Reseller may provide more
         extensive warranty coverage to its end-user Customers, so long as HP
         has no responsibility for fulfilling the associated obligations.

      3. PASS THROUGH WARRANTY PERIOD. Where Direct Reseller uses the pass
         through processes described above, Products ordered by Direct Reseller
         and temporarily retained in inventory are warranted beginning with the
         shipment date from HP and ending with shipment to the end-user
         Customer, for a period not to exceed one hundred eighty (180) days from
         date of original purchase from HP by Direct Reseller. "User-Warranties"
         apply only to end-user purchasers of Products. End-user Customer
         warranties begin upon purchase by the end-user Customer and must be
         verified by proof of acquisition by such Customer.

      4. YEAR 2000 WARRANTY PERIOD. The duration of the Year 2000 warranty set
         forth in subsection 1.A.4 above extends through January 31, 2001.

   C. REMEDIES

      If HP receives notice of defects or non-conformance to the warranties
      provided in this Agreement during the applicable warranty period, HP will,
      at its option, repair, or replace the affected Products. If HP is unable,
      within a reasonable time, to repair, replace or correct a defect or non-
      conformance in a Product to a condition as warranted, Customer will be
      entitled to a refund of the purchase price upon prompt return of the
      Product to HP. Customer will pay expenses for return of such Products to
      HP. HP will pay expenses for shipment of repaired or replacement Products.

   D. WARRANTY EXCEPTIONS

      1. HP does not warrant that the operation of Products will be
         uninterrupted or error free.

      2. The warranties provided in subsections 1.A. through 1.H. above do not
         include periodic recalibration, recommended for some Products, unless
         specifically covered in the warranty terms for such Product.

      3. Some newly manufactured Products may contain, and in supporting such
         Products HP may use, remanufactured

                                                                     Page 5 of 8
<PAGE>

            parts which are equivalent to new in performance.

        4.  The Year 2000 warranty provided in subsection 1.A.4 above applies
            only to branded HP Products and not to products manufactured by
            others that may be sold or distributed by HP.

    E.  WARRANTY EXCLUSIONS

        The warranties provided in subsections 1.A. through 1.H. above will not
        apply to damages resulting from abuse, misuse, negligence, accident,
        loss or damage in transit, or other Product warranty exclusion, or from
        attempted repair by an unauthorized technician. Direct Reseller will
        reimburse HP for all freight expenses for any of the foregoing Products
        returned to HP, or for any returned Products determined by HP to be free
        from defect. Such HP Products may be shipped back to Direct Reseller,
        and Direct Reseller will be responsible for associated freight charges.
        Title to the Products and risk of loss will pass to Direct Reseller at
        HP's shipping point (Free On Board at Origin; "F.O.B. Origin").

    F.  WARRANTY DISCLAIMERS

        THE ABOVE WARRANTIES ARE SOLE AND EXCLUSIVE, AND NO OTHER WARRANTY,
        WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED HP SPECIFICALLY
        DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
        PARTICULAR PURPOSE.

2.  SUPPORT

    A.  Direct Reseller may order Support from HP's then current Support
        offering, which is set forth in the attached U.S. Solutions Support
        Options Addendum. Orders for Support are subject to the terms of this
        Agreement, including the Support Exhibit or quotation in effect on the
        date of order. Direct Reseller is responsible for obtaining the
        agreement of its end-user Customer with respect to any Support
        obligations under this Agreement that pertain to such Customer.

    B.  To be eligible for Support, Products must be at current specified
        revision levels and, in HP's reasonable opinion, in good operating
        condition.

    C.  HP may, at no additional charge, modify Products to improve operation,
        supportability and reliability, or to meet legal requirements.

    D.  Relocation of Products is the end-user Customer's responsibility.
        Relocation may result in additional Support charges and modified service
        response times. Support of Products moved to another country is subject
        to availability.

    E.  HP will provide Support for products not supplied by HP when approved by
        HP in writing. HP will provide Support for HP Products when the end-user
        Customer allows HP to perform modifications if requested by HP under
        Section 2.C. above. Such Customer is responsible for removing any
        products not eligible for Support to allow HP to perform Support
        services. If Support services are made more difficult because of such
        product(s), HP will charge such Customer for the extra work at HP's
        standard rates.

    F.  Support does not cover any damage or failure caused by:

        1.  Use of non-HP media, supplies and other products; or

        2.  Site conditions that do not conform to HP's site specifications; or

        3.  Neglect, improper use, fire or water damage, electrical
            disturbances, transportation by Direct Reseller or its end-user
            Customer, work or modification by people other than HP employees or
            subcontractors, or other causes beyond HP's control; or

        4.  Inability of any non-HP products in the end-user Customer's
            environment to correctly process, provide or receive date data
            (i.e., representations for month, day, and year), and to properly
            exchange date data with the Products supplied by HP.

    G.  The end-user Customer is responsible for maintaining a procedure
        external to the Products to reconstruct lost or altered Customer files,
        data or programs. Such Customer will have a representative present when
        HP provides Support services at Customer's site. Customer will notify HP
        if Products are being used in an environment which poses a potential
        health hazard to HP employees or subcontractors; HP may require Customer
        to maintain such Products under HP supervision.

    H.  The end-user Customer may delete Products under Support or cancel
        Support orders upon thirty (30) days written notice. Upon sixty (60)
        days written notice, HP may cancel Support orders or delete Products no
        longer included in HP's Support offering.

3.  SOFTWARE LICENSING

    A.  Unless prior written consent is obtained from HP, Direct Reseller will
        not copy or modify any materials supplied under this Agreement, except
        that Software may be copied for archival purposes, to replace a
        defective copy, or for program error verification. Direct Reseller will
        not remove, omit, or alter any label or copyright notice on or in these
        materials.

    B.  Direct Reseller is granted the right to distribute Software and related
        materials supplied by HP in accordance with the HP Software License
        Terms in effect on the date of shipment by HP. The current version of
        the HP Software License Terms are attached as an addendum to this
        Agreement. Direct Reseller may also use the materials for demonstration
        purposes in accordance with those license terms.

        1.  Where an end-user agreement is supplied with the Software, the user
            must sign the agreement or indicate acceptance by opening the media
            package in order to obtain a license to use it. Use of the Software
            will be subject to the terms of the agreement.

        2.  Where the Software is designated as confidential or a trade secret
            in its license terms, Direct Reseller will safeguard the Software in
            accordance with industry standards and applicable law, using the
            same degree of care to prevent unauthorized disclosure as they use
            with their own trade secrets and those of other suppliers.

    C.  Direct Reseller is granted a license to use certain electronic
        configuration tools, subject to and in accordance with the terms and
        conditions set forth in the attached HP Configuration Tools License and
        HP Software License Terms.

4.  RETURNS

    A.  INTRODUCTION

        1.  The procedures provided in this Agreement for return and repair,
            replacement, or credit are the exclusive remedies of Direct Reseller
            for any claim related to any alleged defect, nonconformity, or
            customer dissatisfaction in Products.

        2.  Some Products may be returned under different terms and conditions
            than those set forth in this Section 4; the terms and conditions
            applicable to such Products are noted in the specific Product
            Exhibits and Program Exhibits related to such Products.

    B.  DEFECTIVE UNIT RETURNS

        1.  Products eligible for defective unit returns are designated on the
            Product Exhibits.

                                                                     Page 6 of 8
<PAGE>

2.   HP will repair, provide a replacement unit, or refund credit to Direct
     Reseller, at HP's election, for any Product HP finds defective ("Defective
     Unit Return"). Such Product must be on HP's then current, applicable
     Product Exhibit, and Direct Reseller must be authorized under this
     Agreement to resell such Product.

3.   HP may inspect Defective Unit Returns to verify they are eligible for
     repair or replacement. All packaging must be saved for inspection purposes
     so HP can determine cause of defect. HP will not be obligated to repair,
     replace or provide credit for Products returned as defective but damaged
     from abuse, misuse, negligence, accident, loss or damage in transit, or
     other Product warranty exclusion, or from attempted repair by an
     unauthorized technician. Direct Reseller will reimburse HP for all freight
     expenses for any of the foregoing Products returned to HP, or for any
     returned Products determined by HP to be free from defect. Such HP Products
     may be shipped back to Direct Reseller, and Direct Reseller will be
     responsible for associated freight charges. Title to the HP Products and
     risk of loss will pass to Direct Reseller F.O.B. Origin.

4.   Prior to any return, Direct Reseller must verify the Product is eligible to
     be returned. Direct Reseller must obtain a Return Material Authorization
     ("RMA") number by calling Direct Reseller's HP customer support
     representative. Products may be shipped freight collect, using a carrier
     designated by HP, and must be accompanied by a packing slip which
     identifies the HP Product numbers, quantities, Direct Reseller's internal
     customer tracking number, HP customer base number, number of boxes, and
     specifies return as a Defective Unit Return. The RMA number must appear on
     the outside of all boxes returned to HP and on the packing slip.

5.   Direct Reseller is responsible for ensuring the Defective Unit Return is
     properly packaged.

6.   Direct Resellers must centralize Defective Unit Returns on behalf of their
     Customers. HP will not accept Product returns from Direct Resellers who do
     not have a valid direct buying Agreement for the specific Products they
     return to HP.

7.   Repaired and replaced Products will be covered for the balance of the
     original HP warranty. In supporting such Products, HP repair personnel may
     use remanufactured parts which are equivalent to new in performance.

8.   Eligible Products must be returned to HP within ninety (90) days of
     original shipment by HP to Direct Reseller. Products returned to Direct
     Reseller as defective by end-user Customers more than ninety (90) days
     after HP's general notice of obsolescence may be returned to HP only if the
     Products are covered by HP's warranty and only for repair under the
     associated warranty repair.

9.   At HP's discretion, HP will repair or replace any Product to a condition as
     warranted, or Direct Reseller will be entitled to a refund of the purchase
     price upon return of the Product to HP.

10.  Direct Reseller will contact HP to report defective Products, and will
     encourage its end user Customers to do the same. In the event a Product
     requires return to HP, the return must be made through Direct Reseller.

13.  Defective Returns, combined with Customer Satisfaction Returns, may not
     exceed the aggregate return cap of three percent (3%) of the HP shipments
     to Direct Reseller during the previous Quarter. Quarters are calculated as
     follows: February through April, May through July, August through October,
     and November through January ("Quarters").

C.  CUSTOMER SATISFACTION RETURNS

    1.  At HP's sole discretion, HP will provide credit to the Direct Reseller
        for Products returned by dissatisfied end-user Customers ("Customer
        Satisfaction Returns").

    2.  Products must be on HP's then current, applicable Product Exhibit, and
        Direct Reseller must be authorized under this Agreement to resell such
        Product.

    3.  HP will not accept defective or damaged Products as customer
        satisfaction returns. Demonstration units, consignment units, and
        remarketed Products are not included in the scope of this policy. All
        software Products must be removed from any hardware Product prior to
        its return to HP.

    4.  Prior to any return, Direct Reseller must verify the Product is
        eligible to be returned. Direct Reseller must obtain an RMA number by
        calling Direct Reseller's HP customer support representative for each
        return. Products may be shipped freight collect, using a carrier
        designated by HP, and must be accompanied by a packing slip which
        identifies the Product numbers, quantities, number of boxes, Direct
        Reseller's internal customer tracking number, HP customer base number,
        and specifies the return as a Customer Satisfaction Return. The RMA
        number must appear on the packing slip, and on the outside of all
        boxes returned to HP.

    5.  Direct Reseller is responsible for ensuring the Customer Satisfaction
        Return is properly packaged.


    6.  HP must receive Customer Satisfaction Returns within forty-five (45)
        days of the Direct Reseller's receipt of an RMA number.

    7.  HP will not accept Product returns from Direct Resellers who do not
        have a valid direct buying Agreement for the specific Products with HP.

    8.  HP will provide credit to Direct Reseller for Products returned by
        dissatisfied Customers, provided that such Products shipped by HP
        within the United States are returned to HP within sixty (60) days of
        shipment to Direct Reseller or end-user Customers, or within ninety
        (90) days of shipment by HP for Products shipped from outside the
        United States. Product Returns for customer satisfaction purposes may
        not exceed two percent (2%) of HP shipments to Direct Reseller during
        the previous Quarter.

    9.  At HP's discretion, HP will repair or replace any Product to a
        condition as warranted, or Direct Reseller will be entitled to a refund
        of the purchase price upon return of the Product to HP.

   10.  Customer Satisfaction Returns, combined with Defective Returns, may not
        exceed the aggregate Return Cap of three percent (3%) of the HP
        shipments to Direct Reseller during the previous Quarter.


5.  CHANNEL PARTNER INSIGNIA

     A.  Pursuant to Section 12 of the HP Reseller Business Terms, Direct
         Reseller may identify itself as an HP Authorized Direct Reseller only
         for those Products Direct Reseller is authorized to sell and only to
         describe the relationship Direct Reseller has with HP.

     B.  Direct Reseller may describe itself as an "HP Channel Partner", and may
         utilize the HP Mark known as the "HP Channel Partner Insignia", subject
         to the usage guidelines provided by HP in connection with such
         insignia.





<PAGE>

    C.  Display of HP Marks is at all times subject to HP's standards, policies
        and guidelines. HP reserves all rights under law or in equity for misuse
        of HP trademarks.

6.  OBSOLETE, USED OR REFURBISHED UNITS

    A.  HP may, from time to time, offer Direct Reseller obsolete, used or
        refurbished Products and/or certain Products on special promotional
        terms. Such purchases may be subject to discounts different than those
        shown in the Product Exhibits, and on terms which may not include
        eligibility for Price Protection, stock adjustment, promotional accrual
        fund allowance or credit towards Direct Reseller's volume commitment
        levels.