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                                                                  EXHIBIT 10.01



                                     MICRON
                                ELECTRONICS, INC.

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                                LETTER OF INTENT

                                FEBRUARY 25, 1997

Micron Electronics, Inc. ("Micron") and Micronics Computers, Inc. ("Micronics") 
agree that they shall negotiate in good faith to complete the necessary
agreements to memorialize the understanding set forth below.

A.       INTENT:

1.       Micron has purchased motherboards and other products (the "Products")
         from Micronics in the past, is currently purchasing such Products from
         Micronics and intends to continue to make such purchases from
         Micronics.

2.       Given the importance of a constant, ongoing, uninterruptable source of
         Product to Micron's business, Micron desires that Micronics take
         certain steps to ensure that Micron shall be able to obtain
         Micronics-designed Products even in the event that Micronics is unable
         to supply such Product itself, and Micronics is willing to take steps
         to ensure such a source.

3.       The parties therefore agree that they shall negotiate and enter into 
         agreements to formalize their existing understanding under which: a)
         Micronics shall place the necessary technology (the "Technology") into
         a mutually agreeable escrow account so that a competent manufacturer of
         computer motherboards and similar products would be able to manufacture
         all Micronics-designed Products that Micronics' sells or has sold to
         Micron, and such Technology shall be released to Micron in the event
         that Micronics is unable to supply Micron with Product as set forth
         below; b) the parties shall cooperatively qualify a mutually acceptable
         third party manufacturer to manufacture Products for Micron and that
         Micronics shall, within the time table set forth below, exercise its
         best efforts to ensure that such manufacturer is capable of
         manufacturing Products Micronics sells to Micron; and c) in the event
         Micronics is unable to completely fulfill Micron's orders for Product
         due to problems outside the ordinary course of business (e.g. financial
         difficulties, force majeure, or other problems outside of Micronics'
         control), Micronics agrees that upon Micron obtaining Micronics'
         written approval, which approval shall not be unreasonably withheld,
         Micron may negotiate directly with Orient Semi-Conductor Electronics,
         Ltd. ("OSE") to obtain an amount of Product sufficient to meet Micron's
         needs. Notwithstanding the foregoing, in a force majeure situation,
         Micronics agrees that if it does not provide Micron with approval
         pursuant to this section 3, subsection (c) within three (3) business
         days of Micron's request,


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**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
   DOCUMENT. SUCH PORTIONS HAVE BEEN OMITTED FROM THIS FILING AND HAVE BEEN
   FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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         Micron may negotiate the purchase of Product directly with OSE without
         first obtaining Micronics' approval.

4.       Micron agrees that in the event it obtains the right to purchase
         Product directly from OSE pursuant to section 3(c) above, upon
         Micronics providing Micron with reasonable assurance that it is able to
         reinitiate manufacture of Products, Micron shall cease purchasing
         Products directly with OSE, and shall reissue all pending Purchase
         Orders to Micronics under the same terms and conditions previously in
         effect between Micron and Micronics.

5.       The parties agree that execution of this Letter of Intent shall satisfy
         the requirements of section 3(a) of the Operating Guidelines dated July
         30, 1996 that Micron and Micronics execute a Motherboard Manufacturing
         License Agreement.

B.       THE SECONDARY MANUFACTURING SOURCE

1.       The parties agree that within 30 days of the signing of this Letter of
         Intent they shall cooperatively qualify a mutually acceptable third
         party manufacturing contractor for manufacturing Product. Micronics
         agrees that it shall expedite the initiation of manufacturing at such
         third party manufacturing contractor's facility, and shall make its
         best efforts to start manufacturing at such facility within 60 days of
         the signing of this Letter of Intent, unless otherwise requested by
         Micron.

2.       Micronics further agrees that within 90 days of the initiation of
         production of Products at the third party manufacturing contractor, it
         shall make its best efforts to ensure that such contractor will be
         capable of producing all such Product Micronics sells to Micron.

C.       THE ESCROW ACCOUNT

1.       Micronics will place the latest version of all the Technology into a
         mutually agreeable escrow account, at Micron's expense, within 30 days
         of the signing of this letter agreement, and Micronics shall keep the
         Technology updated for all Products. The Technology shall include
         information concerning not only Products Micronics is currently selling
         to Micron but also all Products Micronics has sold to Micron in the
         past.

2.       The "Technology" shall be provided as a "Manufacturing Package"
         including Detailed Bills of Materials, Gerber Files, PBA and PB
         Drawings, Specifications, CAD Drawings, Schematics, known errata,
         Object Code BIOS all ECN and OCNs, Test Programs, fixtures and/or
         Fixture Designs and Specifications, Test Procedures, and any other
         materials necessary to provide Micron the necessary know how to
         manufacture (or have manufactured on its behalf) the Products. The
         Technology shall be separated into distinct Manufacturing Packages with
         each such Manufacturing Package containing all Technology necessary so
         that a competent manufacturer could manufacture a particular model or
         version of the Products.


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3.       The Escrow Agreement between Micronics and the escrow agent shall
         require the escrow agent to release a Manufacturing Package to Micron
         if any of the conditions set forth in the Manufacturing Rights section
         below occur.

D.       MANUFACTURING RIGHTS

1.       Micronics and Micron agree that Micron shall have the right to access
         the Technology held in the above-mentioned escrow account, and to
         initiate manufacture of a particular Product in the event:

         (a)      Micron submits, or has submitted, Purchase Orders for the 
                  purchase of 65,000 units of new Product to which such
                  Manufacturing Package relates; or

         (b)      [      ]** days following Micronics' first delivery of a 
                  production unit of a new Product to Micron to which such
                  Manufacturing Package relates; or

         (c)      Micronics fails to completely fulfill any Micron Purchase
                  Order which Micronics has previously acknowledged and
                  accepted, for the purchase of the Product to which such
                  Manufacturing Package relates and is unable to cure such
                  failure upon notice within five (5) business days; or

         (d)      Micron reasonably believes that Micronics is either:  
                  (1) currently unable or (2) within the next thirty (30) days
                  is unlikely to be able to completely meet Micron's Purchase
                  Orders that Micronics has acknowledged and accepted for
                  Products and within ten (10) business days of Micron's
                  informing Micronics of its concern, Micronics is unable to
                  cure the problem by providing Micron with reasonable
                  assurances of its ability to provide such Product.
                  Notwithstanding the foregoing, the parties agree that in the
                  event Micronics' failure to completely meet such Purchase
                  Orders is caused by the cross-industry failure of a component
                  manufactured by Intel Corporation necessary to manufacture the
                  Products, which failure has been acknowledged by Intel
                  Corporation, Micron may not exercise its right to manufacture
                  such Product until after fifteen (15) business days have
                  passed from the date Micron first informed Micronics of its
                  concern.

         (e)      For the purposes of subsections (a) and (b) of this section, a
                  "new" Product shall be a Product that utilizes a new core
                  logic or that contains new features.

2.       The parties further agree that the 65,000 units referenced in clause
         1(a) shall include both units of product covered by Purchase Orders
         that Micron may submit to Micronics for a particular Product after the
         signing of this Letter of Intent and also any units of such Product
         Micron may have already ordered from Micronics.

3.       Micron agrees that within fifteen (15) business days of its receipt of 
         a "complete" Manufacturing Package relating to a particular Product
         from the escrow agent, Micron shall

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**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
   DOCUMENT. SUCH PORTIONS HAVE BEEN OMITTED FROM THIS FILING AND HAVE BEEN
   FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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         pay Micronics $[       ]**. A Manufacturing Package shall be "complete"
         when it contains all information necessary so that a competent
         manufacturer could initiate production on that Product. If Micron
         determines that a Manufacturing Package is not "complete" Micronics
         shall supplement the Manufacturing Package with the information
         reasonably necessary to complete the Manufacturing Package so that a
         competent manufacturer could initiate production of the Product.

4.       Micronics agrees that in the event Micron obtains a Manufacturing
         Package for a particular Product pursuant to the terms of the Escrow
         Agreement referenced herein, Micronics shall provide Micron, at
         Micronics' expense, a reasonable level of telephone support to assist
         in the start up of manufacturing (during the initial thirty (30) days
         of Micron obtaining a Manufacturing Package). Additional support shall
         be on a time and material basis only.

5.       Upon Micron obtaining the right to manufacture a Product:

         (a)      Micron will pay Micronics $[        ]** per motherboard (the 
                  "Royalty") that Micron (or its subcontracting manufacturers)
                  manufactures:

         (b)      Micron may manufacture (or have a third party manufacture on
                  its behalf) Product anywhere in the world except at the Orient
                  Semiconductor Electronics facility in Taiwan (unless the terms
                  of section A3(c), above, are met);

         (c)      Micron will not label any Products it manufactures with 
                  Micronics logos;

         (d)      All intellectual property rights relating to the Products 
                  currently owned by Micronics will remain Micronics properly;

         (e)      Micron agrees that it shall not manufacture (or have
                  manufactured by a third party manufacturer on its behalf) more
                  Product than the amount of Product it purchases from
                  Micronics. Notwithstanding the foregoing, in the event
                  Micronics is unable to provide Micron with sufficient Product
                  to satisfy fifty percent (50%) of Micron's total demand for
                  such Product, Micron may manufacture (or have manufactured by
                  a third party manufacturer on its behalf) more than fifty
                  percent (50%) of the total amount of such Product it requires;

         (f)      Upon ten (10) days notice Micronics shall have the right to
                  audit Micron's records at Micronics' expense to determine
                  whether Micron has paid Micronics the proper Royalty for the
                  Product it has purchased. Micron agrees that in the event
                  Micronics' audit discovers an uncontested underpayment, Micron
                  shall promptly pay such uncontested amounts;

         (g)      Micron agrees that it shall pay any reasonable BIOS or similar
                  royalties, or fees or taxes on the Product Micron may
                  manufacture (or have manufactured by a third party
                  manufacturer on its behalf);


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**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
   DOCUMENT. SUCH PORTIONS HAVE BEEN OMITTED FROM THIS FILING AND HAVE BEEN
   FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

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         (h)      Micron shall use all Product Micron may manufacture (or have
                  manufactured by a third party manufacturer on its behalf) for
                  the manufacture of computers and similar products and Micron
                  expressly agrees that it shall not sell such Product as a
                  finished good on the open market;

         (i)      Micron agrees that it shall not sublicense its right to
                  manufacture (or have manufactured by a third party
                  manufacturer on its behalf) Product without receiving the
                  prior written approval of Micronics.

6.       The parties further agree that for Products manufactured by Micron (or
         a third party manufacturer on its behalf), Micronics shall provide
         Micron with solely a warranty on the design of the Technology, and thus
         that Micronics shall warrant that the Products are free from design
         defects and do not infringe upon the intellectual property rights of
         any third party. The parties expressly agree that Micronics shall not
         provide Micron a warranty on the workmanship of any Products Micron may
         manufacture or have manufactured by a third party manufacturer on its
         behalf. Notwithstanding the foregoing, Micronics agrees that it shall
         continue to provide Micron with its standard warranty on all products
         Micronics supplies to Micron.

7.       Micron further agrees that upon obtaining its right to manufacture 
         Product under either subsections D1(a) or (b), it shall not exercise
         such right until such time Micron reasonably believes that Micronics is
         either: (1) currently unable or (2) within the next thirty (30 days is
         unlikely to be able to completely meet Micron's Purchase Orders that
         Micronics has acknowledged and accepted for Products within ten (10)
         business days of Micron's informing Micronics of its concern, Micronics
         is unable to cure the problem by providing Micron with reasonable
         assurances of its ability to provide such Product. Notwithstanding the
         foregoing, the parties agree that in the event Micronics' failure to
         completely meet such Purchase Orders is caused by the cross-industry
         failure of a component manufactured by Intel Corporation necessary to
         manufacture the Products, which failure has been acknowledged by Intel
         Corporation, Micron may not exercise its right to manufacture Product
         until after fifteen (15) business days have passed from the date Micron
         first informed Micronics of its concern.



MICRONICS COMPUTERS, INC.                   MICRON ELECTRONICS, INC.



By:/s/                                      By:/s/
   ---------------------------------           ---------------------------------
Title:  Vice President and CFO              Title:  Director of Procurement
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Date:  February 25, 1997                    Date:  2-25-1997
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