<PAGE>
                                                                    EXHIBIT 10.2


                              MICROSOFT CORPORATION
                             LARGE ACCOUNT RESELLER
                                    AGREEMENT

This Microsoft Corporation Large Account Reseller Agreement ("Agreement") is
entered into as of the 1st day of October, 2001 (the "Effective Date") between
MSLI, G.P. ("MICROSOFT"), having its principal place of business at 6100 Neil
Road, Suite 210, Reno, NV 89511-1137 and SOFTWARE SPECTRUM, INC. ("COMPANY"),
having its principal place of business at 2140 Merritt Drive, Garland, TX 75041.

1. PURPOSE

The purpose of this Agreement is to set forth the framework by which MICROSOFT
appoints COMPANY as a non-exclusive Large Account Reseller in the Territory with
the ability to collect orders for Licenses and Software Assurance and related
payments for Software Products from Volume Licensing Customers that have
designated COMPANY in their Enrollment as their Large Account Reseller.

2. DEFINITIONS

The following terms will have the following meanings:

         2.1 "AFFILIATED COMPANIES" means those MICROSOFT companies directly
involved in the sale of Microsoft Volume Licensing, including, but not limited
to Microsoft Corporation, Microsoft Ireland Operations Limited, and Microsoft
Operations Pte Ltd.

         2.2. "CHANNEL PARTNER WEB SITE" means the secure web site that COMPANY
may access to obtain the current Software Price List (as defined in Section 4.5
below).

         2.3 "COMPANY CLAIM" means any third party claims or allegations against
MICROSOFT, its subsidiaries, and Affiliated Companies, arising out of or in
connection with any default, breach or alleged default or breach (which becomes
a default or breach) of COMPANY'S obligations, promises, representations,
warranties or agreements under this Agreement, COMPANY's sale or distribution of
any product, or any other act or omission on the part of COMPANY, including but
not limited to, those claims identified in Sections 4.11 and 7.2 below.

         2.4 "CUSTOMER AGREEMENTS" means the applicable License Agreement,
License Confirmation, Product Use Rights, Master Agreement, Enrollment
Agreement, Government Agreement, Program Description Select Agreement and
Enterprise Agreement.

         2.5 "DOCUMENTATION COMPONENTS" means any supplemental disk sets and
Software Product documentation available from Microsoft Worldwide Fulfillment or
such other fulfillment source that MICROSOFT may designate in writing.

         2.6 "ELECTRONIC DATA INTERCHANGE" or "EDI" means the ANSI-ASCII X.12
standard, adopted by CompTIA or any other standard selected by MICROSOFT from
time to time, by which COMPANY will exchange EDI transactions (e.g., sales
reporting, submission of purchase orders, and other required transactions) with
MICROSOFT.

         2.7 "END USER" means the ultimate consumer of Software Product.

         2.8 "ENROLLMENT" means the document(s) that the Volume Licensing
Customer or Volume Licensing Customer Affiliate submits to MICROSOFT to enroll
in a Volume Licensing Program and make its initial selection of Software
Products thereunder (including without limitation, document(s) authorizing a
third-party outsourcer to receive Software Products under the terms of a
specific Customer Agreement for the sole purpose of leasing, sublicensing, or
otherwise making Software Products available to the Volume Licensing Customer).



                 Microsoft Confidential - Disclosure Prohibited




<PAGE>
         2.9 "ENROLLMENT NUMBER" means the number MICROSOFT assigns to any fully
signed Enrollment.

         2.10 "ENTERPRISE AGREEMENT" means (i) the Microsoft Enterprise
Agreement version 5.x (or any prior Microsoft Enterprise Agreement program
agreement even if identified by a different name) that is executed by MICROSOFT
under which COMPANY is designated as the Large Account Reseller and (ii) the
Microsoft Enterprise Agreement version 6.0 or later, and any successor
enterprise agreement even if identified by a different name, that is executed by
MICROSOFT, in each case including any documents incorporated by reference in
such agreements.

         2.11 "ENTERPRISE CUSTOMER" means any business or governmental entity
having a valid Enterprise Enrollment.

         2.12 "ENTERPRISE ENROLLMENT" means the document(s) that an Enterprise
Customer submits to MICROSOFT to enroll in the Microsoft Enterprise Agreement
program and make its initial selection of Software Products thereunder.

         2.13 "FINANCIAL STATEMENT" means a Balance Sheet as of the last day of
the calendar quarter or fiscal year, and an Income Statement, Statement of Cash
Flows, and any related notes for the quarter and year-to-date, prepared in
accordance with Generally Accepted Accounting Principles ("GAAP"). Any deviation
from GAAP in the quarterly statements will be clearly noted. These statements
must be signed by an officer of COMPANY as being legitimately representative of
the books and accounts of COMPANY.

         2.14 "INFRINGEMENT CLAIM" means any third party lawsuit or other
judicial action brought against COMPANY by any third party that claims or
alleges that the Products or Marks infringe any United States copyrights or
trademarks which are currently enforceable in the United States.

         2.15 "LARGE ACCOUNT RESELLER" means any reseller that MICROSOFT has
authorized in writing to collect and receive orders for Licenses and Software
Assurance and payments for Software Products from Volume Licensing Customers.

         2.16 "LARGE ACCOUNT RESELLER AFFILIATE" means any entity which owns,
controls, is owned or controlled by, or under common ownership or control with
the Large Account Reseller. For the purposes of this Agreement, an entity is
"controlled" by another if that other company or legal entity, either directly
or through its control of another company or legal entity: (i) holds the
majority of voting rights in it; (ii) is a member of it and has the right to
appoint or remove a majority of its board of directors; or (iii) is a member of
it and controls alone or under an agreement with other shareholders or members,
the majority of the voting rights in it.

         2.17 "LICENSE" means any one of the offerings identified on the
Software Price List, including standard licenses and upgrades for desktop
operating systems, that provides the Volume Licensing Customer with the right to
run the version of the Software Product for which it is ordered.

         2.18 "MARKS" means the Trademarks and any and all copyrights that
MICROSOFT may own.

         2.19 "MONTH" means a MICROSOFT fiscal month as outlined in the calendar
attached hereto as Schedule A.

         2.20 "PATENT CLAIM" means any third party lawsuit or other judicial
action brought against COMPANY by any third party that claims or alleges that
the Products infringe any United States patent, which is currently enforceable
in the United States.

         2.21 "RETURN AUTHORIZATION NUMBER" means the unique number assigned to
COMPANY by MICROSOFT or any entity authorized by MICROSOFT that enables COMPANY
to accomplish returns to MICROSOFT as provided in this Agreement.



Microsoft Corporation                                                     Page 2
Large Account Reseller
Agreement

<PAGE>


         2.22 "SELECT AGREEMENT" means the Microsoft Select Agreement and any
prior or successor agreement even if identified by a different name, that is
executed by MICROSOFT, including any documents incorporated by reference in such
agreement.

         2.23 "SEMESTER" means a six-month period. During the Term there will be
two (2) Semesters, one running from July 1 through December 31, and the second
Semester running from January 1 through June 30.

         2.24 "SOFTWARE ASSURANCE" means for any underlying licensed Software
Product for which it is ordered, the right to upgrade to, and run, the latest
version of that Software Product that MICROSOFT makes available during the
covered period.

         2.25 "SOFTWARE CDs" means the compact disks available from MICROSOFT
which contain copies of the Software Products which Volume Licensing Customers
use to install copies of the Software Products that they choose to license.

         2.26 "SOFTWARE PRODUCTS" means the Microsoft software products which
MICROSOFT makes available for license to Volume Licensing Customers under any
Customer Agreement, excluding Documentation Components.

         2.27 "TERM" means the term of this Agreement which is specified in
Section 3. below.

         2.28 "TERRITORY" means the geographic boundaries of (i) Canada, and
(ii) the 50 United States and the District of Columbia, excluding all
territories, possessions and protectorates.

         2.29 "TM WEB SITE" means the web site located at
http://www.microsoft.com/permission or any such successor site.

         2.30 "TRADEMARKS" means the trademark and trade name "Microsoft," and
all trademarks and tradenames derived therefrom, and the trademarks owned by
MICROSOFT, its subsidiaries or affiliated companies and used in association with
all products or which are set out at the TM Web Site, as may be amended from
time to time by MICROSOFT.

         2.31 "VOLUME LICENSE ADMINISTRATOR" means the individual appointed by
COMPANY to act as COMPANY's primary contact with respect to the Volume Licensing
Programs.

         2.32 "VOLUME LICENSING CUSTOMER" means (i) any business or governmental
entity which is licensed to run Software Products under the terms of any
Enterprise Enrollment (other than Enterprise Enrollments executed by MICROSOFT
on or after October 1, 2001) and (ii) any business or governmental entities,
identifiable division, business unit or office location which is licensed to run
Software Products under the terms of any Enrollment, other than Enterprise
Enrollments.

         2.33 "VOLUME LICENSING CUSTOMER AFFILIATES" means the affiliates of a
Volume Licensing Customer (as such term is defined in the applicable Customer
Agreement).

         2.34 "VOLUME LICENSING PROGRAMS" means the Microsoft Select License and
the Microsoft Enterprise Agreement programs, and any successor volume licensing
programs even if identified by a different name.

         2.35 "WELCOME KIT" means the Software CDs and any other applicable
materials delivered by MICROSOFT to COMPANY after full execution of an
Enrollment under Section 6.1 below.



Microsoft Corporation                                                     Page 3
Large Account Reseller
Agreement


<PAGE>

3. TERM AND TERMINATION

         3.1 TERM

This Agreement takes effect on the Effective Date and will continue until June
30, 2002.

         3.2 TERMINATION

                  (a) TERMINATION WITHOUT CAUSE

Either party will have the right to terminate this Agreement at any time,
without cause and without the intervention of the courts, on the delivery of
thirty (30) calendar days' prior written notice. Neither party will be
responsible to the other for any costs or damages resulting from the termination
of this Agreement under this Section.

                  (b) TERMINATION WITH CAUSE

Without prejudice to MICROSOFT's other rights or remedies, MICROSOFT will have
the right to terminate this Agreement immediately upon written notice if any of
the following events occurs:

                           (i) If COMPANY breaches any of the material terms or
conditions of this Agreement, and such breach remains unremedied to MICROSOFT's
reasonable satisfaction for thirty (30) calendar days after COMPANY receives
written notice of such breach; or

                           (ii) If COMPANY makes any assignment for the benefit
of creditors, files a petition in bankruptcy, or is adjudged bankrupt or becomes
insolvent, or is placed in the hands of a receiver. The equivalent of any of
these proceedings or acts, though known and/or designated by some other name or
term in the Territory, will likewise constitute grounds for termination of this
Agreement.

         3.3 RIGHTS UPON EXPIRATION OR TERMINATION

                  (a) Termination or expiration of this Agreement terminates any
applicable addenda and amendments.

                  (b) Any amounts which have accrued prior to termination or
expiration will become immediately due and payable. After the termination or
expiration of this Agreement, MICROSOFT will retain the right, at its sole
discretion, to direct any or all of COMPANY's Volume Licensing Customers to
order Licenses and Software Assurance from and pay amounts due to MICROSOFT or
to any Volume Licensing Customer's newly designated Large Account Reseller, if
any. In such event, COMPANY will not under any circumstances be entitled to any
portion of, or any compensation for, the Volume Licensing Customer's next orders
and payments or any future orders and payments. If the Volume Licensing Customer
does not designate a new Large Account Reseller and MICROSOFT does not exercise
it rights as described above, COMPANY may continue to collect orders for
Licenses and Software Assurance and collect payments for Software Products from
its existing Volume Licensing Customers until their respective volume licensing
agreements expire, so long as COMPANY abides by all terms and conditions of this
Agreement. For purposes of this Section, any and all terms and conditions which
govern COMPANY's rights and obligations related to receiving orders and payments
will survive termination or expiration.



Microsoft Corporation                                                     Page 4
Large Account Reseller
Agreement


<PAGE>

4. COMPANY RIGHTS AND OBLIGATIONS

         4.1 SOFTWARE PRODUCT ORDERS

COMPANY may only collect orders for Licenses and Software Assurance and payments
for Software Products from Volume Licensing Customers established under the laws
of and located in the Territory. Such Volume Licensing Customers may designate
COMPANY on an Enrollment as its Large Account Reseller for itself and other
related companies all of which are established and located in the Territory.
COMPANY may also collect orders for Licenses and Software Assurance and payments
for Software Products from any Volume Licensing Customer Affiliates which are
authorized to run Software Products according to the terms of any Enrollments
entered into between MICROSOFT and a Volume Licensing Customer established and
located in the Territory. COMPANY may not collect orders for Licenses or
Software Assurance or payments for Software Products from any Volume Licensing
Customers or any of its Volume Licensing Customer Affiliates, which initiate an
Enrollment outside of the Territory. In addition, COMPANY may not collect orders
for Licenses or Software Assurance or payments for Software Products (but may
collect orders for Documentation Components) from any Enterprise Customers under
any Enterprise Enrollments executed by MICROSOFT on or after October 1, 2001.

         4.2 DOCUMENTATION AND MEDIA FULFILLMENT

                  (a) COMPANY is authorized to purchase Documentation Components
from MICROSOFT Worldwide Fulfillment for resale to (i) Volume Licensing
Customers established under the laws of and located in the Territory which have
selected COMPANY as their Large Account Reseller and (ii) Enterprise Customers
established under the laws of and located in the Territory, even if such
Enterprise Customers have entered into an Enterprise Agreement directly with
MICROSOFT. Such authorization is subject to the terms and conditions of the
Microsoft Fulfillment Policies and Procedures Manual available from MICROSOFT.
COMPANY must establish a validation process by which COMPANY will ensure that
only such Volume Licensing Customers and Enterprise Customers receive
Documentation Components. This validation process must include, at a minimum,
verification of the Enrollment Number of the Volume Licensing Customer. The
validation process must be documented in writing and be made available to
MICROSOFT upon request. Price protection is not available for Documentation
Components.

                  (b) COMPANY may request authorization to return Documentation
Components purchased from Microsoft Worldwide Fulfillment within sixty (60)
calendar days from the date of MICROSOFT's invoice. Upon request, MICROSOFT will
provide COMPANY with a Return Authorization Form, which COMPANY must complete
and return to MICROSOFT. MICROSOFT will issue a Return Authorization Number for
Documentation Components meeting return criteria. Documentation Components must
be returned within thirty (30) calendar days of the issuance of the Return
Authorization Number. Freight costs will be paid by COMPANY. MICROSOFT will
issue COMPANY a purchase credit in the amount of the authorized return.

         4.3 USE RESTRICTIONS

Nothing in this Agreement authorizes COMPANY to use Software Products internally
or to distribute or otherwise transfer Software Products to any Large Account
Reseller Affiliate.

         4.4 COMPANY ACCEPTANCE OF ENROLLMENTS

In order to remain authorized to collect orders for Licenses and Software
Assurance from Volume Licensing Customers and purchase Documentation Components
from MICROSOFT for resale to its Volume Licensing Customers and Enterprise
Customers, an authorized representative of COMPANY must review and acknowledge
in writing the Volume Licensing Customer's Enrollments or the Enterprise
Customer's Enterprise Enrollment, as applicable. COMPANY's signature on the
Enrollment will constitute COMPANY's agreement to pay MICROSOFT as set forth in
Section 4.6(b) below for all copies of Software Products and Documentation
Components made by the Volume Licensing Customer pursuant to such Enrollment.



Microsoft Corporation                                                     Page 5
Large Account Reseller
Agreement

<PAGE>

         4.5 COMPANY SOFTWARE PRICE LIST

COMPANY prices for any Volume Licensing Customer orders for Licenses and
Software Assurance (the "Software Price List") are available at the Channel
Partner Web site. From time to time, MICROSOFT will also deliver the current
Software Price List to COMPANY through EDI. MICROSOFT reserves the right to
modify the Software Price List at any time upon thirty (30) calendar days
written notice to COMPANY. With respect to error or omissions relating to the
pricing of products and services shown on the Software Price List, MICROSOFT
will correct any such errors and omissions as soon as reasonably possible. Such
corrections will not be considered a change to the Software Price List, which
requires prior written notice. Notwithstanding the foregoing, MICROSOFT may
change, with or without prior notice, prices on new Software Products, for which
orders have not yet been collected by COMPANY.

         4.6 COMPANY'S REPORTING AND/OR ORDERING AND PAYMENT TO MICROSOFT

                  (a) MICROSOFT SELECT CONSUMPTION REPORTING

Except for Enterprise Enrollments, for each Enrollment under which COMPANY is
designated as the Large Account Reseller, COMPANY will deliver to MICROSOFT each
Wednesday by 5:00 PM (Pacific Time) via EDI, the Microsoft Order Entry Tool
(MOET) or any other electronic format specified by MICROSOFT, a purchase order
for Licenses and Software Assurance ordered by the Volume Licensing Customer in
the immediately previous calendar week. For each Enterprise Enrollment naming
COMPANY as the Large Account Reseller, COMPANY will deliver to MICROSOFT each
Wednesday by 5:00 PM (Pacific Time) via EDI, MOET or any other electronic format
specified by MICROSOFT, (i) a purchase order for the Software Product upon
execution of such agreement, and (ii) a purchase order for each additional
desktop license ordered or acquired from COMPANY at the times specified in such
agreement. Following receipt of such purchase order, MICROSOFT will invoice
COMPANY and COMPANY will be obligated to pay MICROSOFT according to the Software
Price List. If the Volume Licensing Customer elects to pre-pay any or all of its
Software Assurance, COMPANY will immediately report such pre-payment to
MICROSOFT, MICROSOFT will invoice COMPANY immediately following receipt of such
report, and COMPANY will be obligated to pay MICROSOFT pursuant to the terms of
this Section 4.6. COMPANY's purchase order and set-up forms will be subject
solely to the terms of this Agreement and any pre-printed terms and conditions
or additional terms and conditions contained in any purchase orders and set-up
forms will have no force or effect.

                  (b) PAYMENT TERMS

Payments are net thirty (30) calendar days from the date of MICROSOFT's invoice,
provided, however, that if the due date of any invoice is prior to the last day
of a Month, such invoice will be due on the last day of such Month. All payments
not received by MICROSOFT from COMPANY within the required time frame may be
assessed a finance charge of two percent (2%) of the invoice amount per month or
the legal maximum, whichever is less. Failure by COMPANY to meet payment terms
will result in a hold by MICROSOFT of all pending COMPANY orders. COMPANY will
be obligated to pay MICROSOFT any and all amounts due regardless of whether
COMPANY has received payment from the Volume Licensing Customer. COMPANY will
use its best efforts to collect any and all amounts due from any Volume
Licensing Customer. Notwithstanding the foregoing, if any Enterprise Customer
defaults on its payment obligation to COMPANY for more than ninety (90) calendar
days, COMPANY will provide MICROSOFT with written notice identifying the
Enterprise Customer and the amount of the delinquency. COMPANY will deliver such
notice to MICROSOFT at the address set forth in Section 18 (Notices) below. If
the Enterprise Customer is unable or unwilling to pay the amounts due, then
COMPANY will be released from any payment obligation arising from the delinquent
Enterprise Customer's account, provided that COMPANY provide proof of its best
efforts to collect any outstanding amounts and assigns to MICROSOFT any and all
right, title and interest to the delinquent Enterprise Customer's outstanding
payments.



Microsoft Corporation                                                     Page 6
Large Account Reseller
Agreement

<PAGE>

All payments to MICROSOFT by COMPANY pursuant to this Agreement will be made by
electronic funds transfer through an Automated Clearinghouse ("ACH") wire
transfer with electronic remittance detail attached. Payment must be remitted to
the account identified below or to such other account as MICROSOFT may identify
by written notice to COMPANY from time to time:

                MSLI Western Region Collections #842467
                Account #375 120 5782
                ABA# 1110-0001-2
                Bank of America

Remittance must be delivered using the 820 Remittance EDI transaction set or
other form of ACH payment with electronic remittance detail attached. Remittance
detail must be received by Bank of America by 10:00 AM Central Time/8:00 AM
Pacific Time to ensure same-day credit to COMPANY's account with MICROSOFT.
COMPANY may not withhold payment or take deductions of any kind, including but
not limited to returns, credit for rebates, price adjustments, marketing costs,
billing errors, handling fees, allowances, post audit charges, holdback
accounts, COMPANY imposed fines, or any other charges.

                  (c) REPORT REVISIONS

All adjustments (e.g., ordering mistakes) to Volume Licensing Customer orders
for Licenses and Software Assurance for Software Products must be submitted
within ninety (90) calendar days from the original invoice date. All revised
reports and orders must provide detailed back-up as required by MICROSOFT.
MICROSOFT may allow COMPANY to submit adjustments after ninety (90) calendar
days, provided that all such returns will be subject to a ten percent (10%)
handling fee.

         4.7 NO OTHER PRODUCT WARRANTIES BY COMPANY

Neither COMPANY nor any of its employees or agents will have any right to make
any other warranties or promises for the use of Software Product which are not
contained in the written warranty document accompanying the Software Product.
COMPANY may, however, give instructions for the use of the Software Product that
are contained on the Software Product label or container, or End User
documentation provided with the manual or MICROSOFT Software Product literature
denoted by a MICROSOFT part number or authorized in writing by MICROSOFT.

         4.8 NO ALTERATIONS OF SOFTWARE PRODUCT/SOFTWARE CDS/WELCOME KITS

COMPANY will not (i) alter, modify, decompile, or reverse engineer any Software
Product, (ii) alter the packaging of any Software Product or any written
confirmation of a License which MICROSOFT provides to the Volume Licensing
Customer, or (iii) make copies of media, Software CDs or Documentation
Components without the prior written consent of MICROSOFT. COMPANY will
distribute Welcome Kits to Volume Licensing Customers in unopened packages.

         4.9 USE OF TRADEMARKS

This Agreement does not constitute a trademark or service mark license. COMPANY
acknowledges and agrees that the Trademarks are the exclusive property of
MICROSOFT or one of its affiliated companies and that COMPANY is not entitled
either by implication or otherwise to any title in the Trademarks. COMPANY will
not use any Trademarks other than in accordance with this Agreement (including
but not limited to the guidelines set out in the TM Web Site) or as otherwise
permitted in writing from time to time by MICROSOFT. With respect to the
distribution of Software Product, COMPANY will use the appropriate trademark
symbol "(TM)" or "(R)" in a superscript and clearly indicate MICROSOFT's
ownership of the Trademark(s) whenever the Software Product name is first
mentioned in any advertisement, brochure, or other manner in connection with
Software Products.



Microsoft Corporation                                                     Page 7
Large Account Reseller
Agreement


<PAGE>
         4.10 CREDIT/FINANCIAL STATEMENT

The terms of this Agreement are subject to MICROSOFT approval of COMPANY's
continued credit worthiness. MICROSOFT will have the right to regularly review
COMPANY's credit status and shall obtain, to the extent reasonably possible,
financial information through publicly available means. If Financial Statements
are not reasonably available publicly or are not reasonably satisfactory to
MICROSOFT, MICROSOFT may request and COMPANY will provide sufficient information
to allow MICROSOFT to assess COMPANY's credit worthiness, including but not
limited to COMPANY's Financial Statements.

         4.11 TAXES

                  (a) COMPANY TAXES

All amounts to be paid by COMPANY to MICROSOFT herein are exclusive of any
federal, state, municipal or other governmental taxes, including income,
franchise, excise, sales, use, gross receipts, value added, goods and services,
property or similar tax, now or hereafter imposed on COMPANY. Such charges will
be the responsibility of COMPANY. However, COMPANY shall pay to MICROSOFT any
applicable value added, sales or use taxes that are owed by COMPANY solely as a
result of entering into this Agreement and which are permitted to be collected
from COMPANY by MICROSOFT under applicable law. If COMPANY provides to MICROSOFT
a valid exemption certificate, MICROSOFT will not collect the taxes covered by
such certificate.

                  (b) BILLING AND COLLECTION

COMPANY will bill, collect and remit sales, use, value added, and other
comparable taxes determined by COMPANY to be due with respect to the collection
and receipt of orders for Licenses and Software Assurance and sales of
Documentation Components. MICROSOFT is not liable for any taxes, including
without limitation, income taxes, withholding taxes, value added, franchise,
gross receipt, sales, use, property or similar taxes, duties, levies, fees,
excises or tariffs incurred in connection with or related to COMPANY's
collection and receipt of orders for Licenses and Software Assurance and sales
of Documentation Components. COMPANY takes full responsibility for all such
taxes, including penalties, interest and other additions thereon.

                  (c) WITHHELD TAXES

If, after a determination by foreign tax authorities, any taxes are required to
be withheld, on payments made by COMPANY to MICROSOFT, COMPANY may deduct such
taxes from the amount owed MICROSOFT and pay them to the appropriate taxing
authority, provided however, that COMPANY will promptly secure and deliver to
MICROSOFT an official receipt for any such taxes withheld or other documents
necessary to enable MICROSOFT to claim a U.S. Foreign Tax Credit. COMPANY will
make certain that any taxes withheld are minimized to the extent possible under
applicable law.

COMPANY will defend MICROSOFT from any claims or liabilities arising from or
related to any failure by COMPANY to comply with this Section 4.11, in the
manner provided in Section 7.2 below.

         4.12 COMPLIANCE WITH APPLICABLE LAWS/ANTI-PIRACY

COMPANY will use best efforts (i) to ensure that its collection and receipt of
Licenses and Software Assurance complies with any and all applicable laws and
regulations in the Territory, and (ii) to avoid distribution of any counterfeit
products. Additionally, COMPANY will use commercially reasonable efforts to
prevent unauthorized distribution, duplication or pirating of Software Products.



Microsoft Corporation                                                     Page 8
Large Account Reseller
Agreement

<PAGE>


            4.13  AGREEMENTS WITH VOLUME LICENSING CUSTOMERS

COMPANY will have complete discretion to establish with each Volume Licensing
Customer the pricing and all other terms and conditions regarding COMPANY's
collection of orders for Licenses and Software Assurance and payments for
Software Product from Volume Licensing Customers. The negotiation of these terms
between COMPANY and its Volume Licensing Customers will not be subject to
approval or review by MICROSOFT in any way.

            4.14  VOLUME LICENSE ADMINISTRATOR

COMPANY will appoint a representative to serve as COMPANY's Volume License
Administrator. Such Volume License Administrator must be certified by MICROSOFT
as a Volume License Administrator. COMPANY agrees to promptly make that
individual, as well as COMPANY's other sales employees, available for training
on the Volume Licensing Programs and on the licensing policies related to such
Software Products at such times and places as MICROSOFT reasonably requests. The
individual appointed by COMPANY as its Volume License Administrator will be an
individual generally knowledgeable of Software Products and of the Volume
Licensing Programs. The Volume License Administrator will be responsible for
administering all of COMPANY's Volume Licensing Customer billings and
transactions, contract compliance, general administration of COMPANY's Volume
Licensing Customers, disseminating all program information as necessary within
COMPANY's organization, and for working with the Microsoft Account Manager (or
local MICROSOFT contact) in regard to any problems relevant to a particular
Volume Licensing Customer. COMPANY's Volume License Administrator is:

                Name:      Tony Musielak
                           -----------------------------------
                Address:   2140 Merritt Drive
                           -----------------------------------
                           Garland, TX 75041
                           -----------------------------------
                Phone:     (972) 864-5392
                           -----------------------------------
                Facsimile: (972) 864-4514
                           -----------------------------------
                Email:     tony.musielak@softwarespectrum.com
                           -----------------------------------

COMPANY will provide MICROSOFT with at least ten (10) calendar days advance
written notice of any change in the individual serving as its Volume License
Administrator.

            4.15  ENROLLMENT OF NEW VOLUME LICENSING CUSTOMERS

COMPANY's solicitation of new Volume Licensing Customers will be on such terms
and conditions as MICROSOFT specifies from time to time. MICROSOFT reserves the
right to accept or reject in its sole discretion any proposed customer.

            4.16  COMPANY'S REPRESENTATIONS AND WARRANTIES

COMPANY hereby represents and warrants that COMPANY will:

                  (a) Have email availability, Internet access, and current
access to all Microsoft online tools as is necessary to perform COMPANY's
obligations pursuant to this Agreement. COMPANY will immediately notify
MICROSOFT of any online tool access changes required by COMPANY;

                  (b) Use its best efforts to service and support its Volume
Licensing Customers and will promptly inform the appropriate Microsoft Account
Manager of any difficulties it encounters in servicing its Volume Licensing
Customers;

                  (c) Deliver the Documentation Components, Software CDs, and
Welcome Kits only to the Volume Licensing Customer MICROSOFT identifies on the
outside of the Welcome Kit; and

                  (d) Promptly inform MICROSOFT of any known or suspected
violations by a Volume Licensing Customer of the terms and conditions of its
Customer Agreement.



Microsoft Corporation                                                     Page 9
Large Account Reseller
Agreement

<PAGE>

         4.17 COMPANY TERMINATION OF ENROLLMENTS

COMPANY may terminate its rights and obligations related to any Enrollment
administered by COMPANY at any time by notifying MICROSOFT and the affected
Volume Licensing Customer in writing of its desire to terminate its rights and
obligations, subject to any restrictions on such termination set forth in the
applicable Customer Agreement. Such notification must include the Volume
Licensing Customer's name and current contact information, the Enrollment
Number, and date of execution of the Enrollment. All such notifications must be
sent via a courier service able to track package delivery. COMPANY's rights and
obligations will terminate thirty (30) calendar days from the date of the notice
delivered in accordance with this Section.

5. MICROSOFT OBLIGATIONS

         5.1 ASSISTANCE WITH REPORTING

Upon COMPANY'S written request, MICROSOFT will use reasonable efforts to assist
COMPANY in data reporting, and will work with COMPANY's Information Management
department to facilitate the data reporting process.

         5.2 NO WARRANTIES FOR PRODUCT NOT MANUFACTURED BY MICROSOFT

MICROSOFT makes no warranties as to items distributed under a third party name,
copyright, trademark or tradename which may be incorporated within the package
of a Software Product delivered on any Software CD as provided hereunder.

         5.3 RECORDS AND AUDITS

During the Term and for a period of two (2) years following its termination or
expiration, COMPANY agrees to keep all usual and proper books and records
relating to its obligations under this Agreement, including but not limited to,
books and records related to marketing activities. During that same period,
MICROSOFT or its designated representative, at its own cost, may conduct random
audits of the applicable books, records and operations of COMPANY as is
reasonable to verify COMPANY's compliance with the terms of this Agreement.
COMPANY will promptly correct any errors and omissions disclosed by such audit.
Any audit will be conducted during COMPANY's normal business hours in such a
manner as not to unreasonably interfere with COMPANY's normal business
activities. COMPANY will bear the out-of-pocket costs for the audit if any
complete financial audit uncovers a discrepancy of five hundred thousand U.S.
dollars (US$500,OOO) or more in any revenue or sales reporting.

6. COMPANY AND MICROSOFT OBLIGATIONS

         6.1 DELIVERY OF SOFTWARE CDS

Within fifteen (15) calendar days of the full execution of any Enrollment, or
MICROSOFT's approval of a particular Enrollment, MICROSOFT will deliver to
COMPANY a Welcome Kit. MICROSOFT will deliver the Welcome Kit to COMPANY in a
custom package specifically marked with the name of the appropriate Volume
Licensing Customer, the Volume Licensing Customer's Enrollment Number and any
special conditions relevant to the named Volume Licensing Customer. COMPANY must
deliver the Welcome Kit to its Volume Licensing Customer in order for such
customer to reproduce and run the Software Products according to the Volume
Licensing Customer's Customer Agreement. From time to time, MICROSOFT will
provide COMPANY with additional Software CDs containing upgraded copies of the
Software Products covered by a Volume Licensing Customer's Customer Agreement.
COMPANY will immediately deliver all such Software CDs and any additional
MICROSOFT supplied program information and materials to the named Volume
Licensing Customer.

Microsoft Corporation                                                    Page 10
Large Account Reseller
Agreement

<PAGE>
         6.2 RESERVATION OF RIGHTS

MICROSOFT expressly reserves the right at any time during the Term to terminate
any Volume Licensing Customer's status as a Volume Licensing Customer in the
event such customer fails to comply with the terms of the Customer Agreement.
MICROSOFT agrees to promptly notify COMPANY of the termination of any Volume
Licensing Customer to whom COMPANY collects orders for Licenses and Software
Assurance and payments for Software Products. Following such a notice, COMPANY
will immediately cease collecting orders for Licenses and Software Assurance,
delivery of Software CDs and any additional program information and materials to
the terminated Volume Licensing Customer. Termination will not, however, affect
the Volume Licensing Customer's obligation to file the next required
order/report and MICROSOFT's right to invoice COMPANY in regard to such order.
If MICROSOFT terminates a particular Volume Licensing Customer, COMPANY will not
have any claim against MICROSOFT for damages or lost profits resulting from such
termination. COMPANY will, however, be entitled to invoice the Volume Licensing
Customer for the Licenses and Software Assurance that the Volume Licensing
Customer ordered in its final order prior to termination.

         6.3 ESSENTIAL ELEMENT

Both COMPANY and MICROSOFT acknowledge that this Agreement is essential to any
agreement it enters into with a Volume Licensing Customer. Except as is
specifically provided in Section 3.3 above related to COMPANY's right to collect
any outstanding payment following termination or expiration of this Agreement,
COMPANY's rights to collect orders and payments for Licenses and Software
Assurance, and purchase and deliver Welcome Kits, Software CDs and/or any
additional program information and materials are conditional upon this Agreement
being in full force and effect. COMPANY acknowledges further that, if and when
it is the subject of a bankruptcy filing (under any Chapter of 11 United States
Code Section 101 et seq. including any future amendments), then assumption of
any contract with a Volume Licensing Customer is conditional upon the assumption
of this Agreement.

         6.4 SEMESTER PROGRAMS

Each Semester, MICROSOFT may allow COMPANY to participate in programs which
provide the opportunity to earn marketing funds and rebates. COMPANY's
participation in such programs will be governed by COMPANY's then current
Microsoft Rebate Agreement and Guidelines and/or Microsoft Marketing Fund
Agreement and Guidelines, respectively, as such may be promulgated and modified
by MICROSOFT, in its sole discretion, from time to time. COMPANY must be in
compliance with the terms of this Agreement in order to receive any marketing
funds and rebates.

In conjunction with COMPANY's participation in any Semester programs, MICROSOFT
will assign COMPANY a total sales goal for MICROSOFT product. COMPANY must
achieve no less than eighty percent (80%) of the total sales goal. Failure by
COMPANY to achieve 80% may result in the termination of COMPANY's authorization
as a Large Account Reseller.

         6.5 PRODUCT WARRANTY

MICROSOFT warrants its software and hardware product to End Users as set forth
in the written limited warranty document or End User License Agreement
accompanying each product. All replacement product is delivered subject to the
terms of the MICROSOFT limited product warranty. THE LIMITED WARRANTIES
CONTAINED THEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OR
STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY OR ANY OTHER
OBLIGATIONS OR LIABILITIES ON MICROSOFT's PART.



Microsoft Corporation                                                    Page 11
Large Account Reseller
Agreement



<PAGE>

         6.6 LIMITATION OF LIABILITY

NEITHER PARTY NOR ANY THIRD PARTIES WHO HAVE BEEN INVOLVED IN THE CREATION,
PRODUCTION, OR DELIVERY TO COMPANY OF ANY MICROSOFT PRODUCT WHICH ARE THE
SUBJECT OF THIS AGREEMENT WILL BE LIABLE FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION
AND THE LIKE) ARISING OUT OF THIS AGREEMENT, ANY OF THE DOCUMENTS REFERENCED IN
THIS AGREEMENT, OR ANY ADDENDA OR AMENDMENT HERETO OR ARISING OUT OF THE USE OR
INABILITY TO USE ANY PRODUCT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

         6.7 LIMITATION ON REMEDY

IN ANY CASE, THE LIABILITY OF EITHER PARTY (i) RELATING TO THIS AGREEMENT OR ANY
DOCUMENTS REFERENCED IN THIS AGREEMENT, OR ANY ADDENDA OR AMENDMENTS HERETO;
(ii) ARISING FROM THE USE OF OR INABILITY TO USE ANY PRODUCT; OR (iii) ARISING
FROM A COURT OF PROPER JURISDICTION HOLDING ANY OF THE ABOVE WARRANTIES OR
DISCLAIMERS OF WARRANTIES INADEQUATE OR INVALID WILL BE LIMITED TO THE AMOUNT
ACTUALLY PAID BY COMPANY TO MICROSOFT DURING THE PERIOD THAT IS ONE YEAR PRIOR
TO THE DATE OF THE CAUSE OF ACTION BETWEEN THE LITIGANTS MINUS ANY AMOUNTS PAID
BY MICROSOFT DURING THE SAME PERIOD THAT IS ONE YEAR PRIOR TO THE DATE OF THE
CAUSE OF ACTION REFERRED TO ABOVE FOR ANY PRIOR LIABILITY. THIS LIMITATION OF
LIABILITY IS CUMULATIVE WITH ALL OF A PARTY'S EXPENDITURES BEING AGGREGATED TO
DETERMINE SATISFACTION OF THE LIMIT. EACH PARTY RELEASES THE OTHER FROM ALL
OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THE LIMITATION.

7. DEFENSE AGAINST THIRD PARTY CLAIMS

         7.1 BY MICROSOFT

                  (a) DUTY TO DEFEND

                           (i) MICROSOFT agrees to defend COMPANY in a lawsuit
or other action, and pay the amount of any adverse final judgment (or settlement
to which MICROSOFT consents) arising from any Infringement Claims. MICROSOFT's
obligations herein are subject to the following conditions: (i) COMPANY must
promptly notify MICROSOFT in writing of the Infringement Claim; (ii) MICROSOFT
will have sole control over defense and/or settlement of the Infringement Claim;
and (iii) COMPANY will, at MICROSOFT's cost, provide MICROSOFT with reasonable
assistance in the defense of the Infringement Claim.

                           (ii) MICROSOFT additionally agrees to defend COMPANY
in a lawsuit or other action, and pay the amount of any adverse final judgment
(or settlement to which MICROSOFT consents) arising from any Patent Claims;
provided that COMPANY promptly notifies MICROSOFT in writing of the Patent
Claim, specifies the nature of such claim and the relief sought and MICROSOFT
accepts the defense of the Patent Claim. Within thirty (30) calendar days of
MICROSOFT's receipt of COMPANY's notice, MICROSOFT will notify COMPANY in
writing of MICROSOFT's acceptance or rejection of the defense of the Patent
Claim. MICROSOFT's acceptance or rejection to defend the Patent Claim will be
based on MICROSOFT's discretion which will be reasonably exercised. If MICROSOFT
accepts defense of the Patent Claim, COMPANY will (A) tender the entire defense
of such claim to MICROSOFT and (B) at MICROSOFT's cost, provide reasonable
assistance in the defense of the Patent Claim.



Microsoft Corporation                                                    Page 12
Large Account Reseller
Agreement

<PAGE>


                           (iii) If MICROSOFT (A) is required to defend a
lawsuit or other action pursuant to Section 7.1(a)(i) above or (B) accepts
defense of a Patent Claim pursuant to Section 7.1(a)(ii) above, and such lawsuit
or other judicial action includes allegations (other than an Infringement Claim
or Patent Claim) with respect to non-Microsoft products, then COMPANY will
retain, at its sole expense, separate counsel to defend against such
allegations, and agrees to reimburse MICROSOFT for any and all attorneys' fees
and costs incurred by MICROSOFT with respect to defending against such
allegations.

                  (b) OPPORTUNITY TO CURE

In addition to the obligations set forth in Section 7.1(a) above, if MICROSOFT
receives information concerning an Infringement Claim or Patent Claim, MICROSOFT
may, at its expense, but without obligation to do so, take any of the following
actions: (i) procure for COMPANY such right(s) or license(s) as may be necessary
to address the Infringement Claim or Patent Claim; or (ii) replace or modify the
product or Mark to make it non-infringing (in which case upon written notice
from MICROSOFT, COMPANY must immediately cease distribution of the allegedly
infringing product or use of the allegedly infringing Mark). COMPANY will work
with MICROSOFT to recall all products that are the subject of an Infringement
Claim or Patent Claim and replace such products with the non-infringing
alternative.

                  (c) EXCEPTIONS TO DUTY

MICROSOFT will have no liability for any claim, including any intellectual
property infringement claim (including any Infringement Claim or Patent
Claim) based on COMPANY's (i) distribution or use of any product or Mark after
MICROSOFT's notice that COMPANY if cease distribution, or use of such product or
Mark due to such a claim; (ii) combination of a product with any other product,
program or data; or (iii) adaptation or modification of any product. All claims
described in this Section will be deemed Company Claims for which COMPANY will
have those obligations set forth in Section 7.2 below.

         7.2. BY COMPANY

COMPANY agrees to defend MICROSOFT, its subsidiaries, and Affiliated Companies
against and pay the amount of any adverse final judgment (or settlement to which
COMPANY consents) resulting from any Company Claims; provided that MICROSOFT
promptly notifies COMPANY in writing of the Company Claim, specifies the nature
of such claim and the relief sought. MICROSOFT, at its sole cost, will provide
reasonable assistance in the defense of all Company Claims. At MICROSOFT's sole
option and at MICROSOFT's sole cost, MICROSOFT may participate in the selection
of counsel, defense and settlement of any Company Claims covered by this Section
or may tender sole control over the defense of the COMPANY claim to COMPANY. If
MICROSOFT chooses to participate in the selection of counsel, defense and
settlement of Company Claims, the parties will work together in good faith to
reach decisions which are mutually acceptable to both parties.

8. INSURANCE

Throughout the Term and for thirty (30) calendar days thereafter, each party
will maintain, at its sole expense, Commercial General Liability Insurance
written on an Occurrence Form, with policy limits of not less than Three Million
Dollars ($3,000,000) combined single limit each occurrence for personal injury
(including bodily injury and death) and property damage which may arise from or
in connection with the performance of each party's obligations hereunder or out
of any negligent act or omission of the relevant party, its officers, directors,
agents, or employees. Each party will provide proof of its compliance with this
Section upon the other party's request. Notwithstanding the foregoing, MICROSOFT
may, at its option, meet the insurance requirements outlined above via
commercial insurance, self-insurance, alternative risk financing techniques, or
a combination of these options.



Microsoft Corporation                                                    Page 13
Large Account Reseller
Agreement

<PAGE>

9. EXPORT RESTRICTIONS

COMPANY acknowledges that Software Products are subject to U.S. export
jurisdiction. COMPANY agrees to comply with all applicable laws that apply
to these Software Products, including the U.S. Export Administration
Regulations, as well as end-user, end-use and destination restrictions issued
by U.S. or other governments. For additional information, see
http://www.microsoft.com/exporting/.

10. DELAY IN PERFORMANCE

If as a result of fire, casualty, act of God, riot, war, labor dispute,
government regulation, or decree of any court, inability to obtain materials,
delays in transportation or any other event beyond the control of COMPANY or
MICROSOFT, either of the parties is unable to perform its obligations hereunder,
such inability will not constitute a breach of this Agreement, and such
obligations will be performed as soon as the cause of the inability ceases or is
removed. Strikes or other labor difficulties, which are not capable of being
terminated on terms acceptable to the party affected, will not be considered
circumstances within the control of such party.

11. NO WAIVER AND AMENDMENT

Except as is otherwise provided herein, the failure of either party to enforce
at any time, the provisions of this Agreement will not be construed as a waiver
of such provisions or of the right of such party thereafter to enforce each and
every such provision. No claim or right arising out of the breach of this
Agreement can be discharged in whole or in part by a waiver or renunciation of
the claim or right unless the waiver or renunciation is in writing and signed by
the aggrieved party. The parties may expand or amend the terms of this Agreement
by written agreement.

12. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement will be deemed to create or constitute a partnership,
joint venture, franchise, agency, or contract of employment between MICROSOFT
and COMPANY.

13. ATTORNEYS' FEES; GOVERNING LAW

If any action at law or in equity is necessary to enforce or interpret the terms
of this Agreement, the prevailing party in such action will be entitled to
recover its reasonable costs and attorneys' fees. This Agreement will be
governed by and construed in accordance with the laws of the State of
Washington. COMPANY consents to jurisdiction and venue in the state and federal
courts sitting in the State of Washington.

14. ENTIRE AGREEMENT

This Agreement and all attached amendments and addenda constitute the entire
agreement between MICROSOFT and COMPANY, and supersede and terminate any and all
prior agreements or contracts, written or oral, entered into between the parties
relating to the subject matter hereof. Any representations, promises, or
conditions in connection therewith not in writing signed by both parties will
not be binding upon either party.

15. U.S. GOVERNMENT RIGHTS

All Software Products provided to the U.S. Government pursuant to solicitations
issued on or after December 1, 1995, are provided with commercial license rights
and restrictions described elsewhere herein. All Software Products provided to
the U.S. Government pursuant to solicitations issued prior to December 1, 1995
are provided with "Restricted Rights" as provided for in FAR, 48 C.F.R.
52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
COMPANY is responsible for ensuring that all Products are marked with the
"Restricted Rights Notice" or "Restricted Rights Legend," as required.
Manufacturer is Microsoft Corporation, One Microsoft Way, Redmond, WA
98052-6399. All rights not expressly granted are reserved.



Microsoft Corporation                                                    Page 14
Large Account Reseller
Agreement


<PAGE>

16. CONFIDENTIALITY

         (a) COMPANY expressly undertakes to retain in confidence the terms and
conditions of this Agreement (including any applicable amendments and addenda)
and all information and know-how transmitted to it by MICROSOFT and make no use
of such information and know-how except under the terms and during the existence
of this Agreement. COMPANY will guarantee and ensure its employees' compliance
with this Section 16(a). COMPANY's obligations under this Section 16(a) will
survive any termination or expiration of this Agreement and will extend to the
earlier of such time as the information is public domain or five (5) years
following the termination or expiration of this Agreement. This Section 16(a)
will not prohibit the parties from disclosing such information as is
specifically required by any Federal or state authorities. Notwithstanding the
foregoing, COMPANY may disclose confidential information in accordance with any
judicial or other governmental order or request, provided that COMPANY will
immediately notify MICROSOFT in writing upon its receipt of such order or
request and will assist MICROSOFT as is reasonable in seeking any protective
order or its equivalent or in limiting the scope of disclosure of any
confidential information.

         (b) During the Term and for three (3) years thereafter, COMPANY
expressly undertakes to retain in confidence the terms and conditions of all
executed Customer Agreements and any and all rebate and marketing fund programs
made available to COMPANY. Notwithstanding anything to the contrary contained in
this Agreement, if COMPANY discloses the terms and conditions of any Customer
Agreement, rebate program or marketing fund program, this Agreement will
immediately terminate. COMPANY will guarantee and ensure its employees'
compliance with this Section 16(b).

17. NO ASSIGNMENT

This Agreement will be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, provided that COMPANY may
not assign its rights or obligations under this Agreement by contract, merger,
operation of law or otherwise, without the prior written consent of MICROSOFT.
Notwithstanding the foregoing, MICROSOFT may assign this Agreement or any
portions hereof, to any of its related or affiliated companies.

18. NOTICES

Except as otherwise provided herein (e.g., EDI transactions), any notices
required or contemplated by this Agreement will be in writing, delivered via
facsimile (receipt confirmed), by U.S. certified mail (return receipt
requested), or via overnight courier (e.g., Federal Express, or DHL), to the
addresses set forth below or to such other addresses as either party may
indicate:

         If to MICROSOFT:        MSLI, GP
                                 6100 Neil Road, Suite 210
                                 Reno, NV 89511-1137

                                 Attn: LAR Operations

         With cc to:             Law and Corporate Affairs (Retail)
                                  and Channel Strategy
                                 Microsoft Corporation
                                 One Microsoft Way
                                 Redmond, WA 98052-6399

         If to COMPANY:          Software Spectrum, Inc.
                                 2140 Merritt Drive
                                 Garland, TX 75041

                                 Attn: General Counsel



Microsoft Corporation                                                    Page 15
Large Account Reseller
Agreement

<PAGE>

Except as otherwise provided herein, such notices will be deemed given one (1)
business day after transmission by facsimile, three (3) business days after
being deposited in the United States mail or one (1) business day after being
deposited with an overnight carrier.

19. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction
to be illegal, invalid or unenforceable, the remaining provisions will remain in
full force and effect.

20. SURVIVAL

Section 2, 3.3, 4.6(c), 4. , 4.12, 4.16, 5.3, 6.5, 6.6, 6.7, 7, 8, 13, 16, 18
and 20 will survive any termination of this Agreement.

IN WITNESS WHEREOF, the parties have signed this Agreement on the dates
indicated below. This Agreement is not binding until executed by MICROSOFT.

MSLI, G.P.                                       SOFTWARE SPECTRUM, INC.
("MICROSOFT")                                    ("COMPANY")


By: /s/ DAN FOWLER                                By: /s/ ROBERT D. GRAHAM
    --------------------------                        --------------------------
                                                       Robert D. Graham
    DAN FOWLER                                    ------------------------------
    GENERAL MANAGER WWVLO                         NAME (PLEASE PRINT)
                                                       V.P.
                                                  ------------------------------
                                                  TITLE
                                                       11/20/01
                                                  ------------------------------
                                                  DATE




Microsoft Corporation                                                    Page 16
Large Account Reseller
Agreement


<PAGE>

                                   SCHEDULE A
                            MICROSOFT FISCAL CALENDAR


         [GRAPHIC DEPICTING THE MICROSOFT FISCAL YEAR (JULY 01-JUNE 02) WITH THE
FOLLOWING DATES HIGHLIGHTED:

         JULY 3, 27 & 31, 2001
         AUGUST 24 & 28, 2001
         SEPTEMBER 28, 2001
         OCTOBER 2, 26 & 30, 2001
         NOVEMBER 23 & 27, 2001
         DECEMBER 28, 2001
         JANUARY 1, 25 & 29, 2002
         FEBRUARY 22 & 26, 2002
         MARCH 29, 2002
         APRIL 2, 26 & 30, 2002
         MAY 24 & 28, 2002
         JUNE 28, 2002.]