EXHIBIT 10.3

                                                                  EXECUTION COPY

                             STOCKHOLDERS AGREEMENT

     STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of March 13, 2000, by
and among SIEMENS CORPORATION, a Delaware corporation ("Siemens"), EMILIA
ACQUISITION CORP., a Delaware corporation ("Acquisition") and a wholly owned
subsidiary of Siemens, and the Persons listed on the signature pages hereto
(each in such Person's individual capacity, a "Stockholder", and collectively,
the "Stockholders").

                                    RECITALS

     A. Each of the Stockholders is, as of the date hereof, the record and
beneficial owner of the number of shares of capital stock, of Entex Information
Services, Inc., a Delaware corporation (the "Company"), set forth on Annex I
hereto.

     B. Siemens, Acquisition and the Company concurrently herewith are entering
into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"; capitalized terms used but not defined in this Agreement have the
same meanings ascribed to those terms in the Merger Agreement), which provides,
among other things, for the merger (the "Merger") of Acquisition with and into
the Company upon the terms and subject to the conditions set forth in the Merger
Agreement.

     C. As a condition to the willingness of Siemens and Acquisition to enter
into the Merger Agreement, and in order to induce Siemens and Acquisition to
enter into the Merger Agreement, the Stockholders have agreed to enter into this
Agreement.

     NOW, THEREFORE, in consideration of the execution and delivery by Siemens
and Acquisition of the Merger Agreement and the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein and
therein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

     1. Representations and Warranties of the Stockholders. Each of the
Stockholders hereby represents and warrants to Siemens and Acquisition,
severally and not jointly, as follows:

     (a) Such Stockholder is the record and beneficial owner of the shares of
capital stock of the Company (as may be adjusted from time to time pursuant to
Section 7 hereof, the "Shares") set forth opposite the Stockholder's name on
Annex I to this Agreement.



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     (b) Such Stockholder has the legal capacity to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.

     (c) This Agreement has been duly authorized by all requisite action
(corporate, partnership or other) on the part of such Stockholder, has been
validly executed and delivered by such Stockholder and constitutes the legal,
valid and binding obligation of such Stockholder, enforceable against such
Stockholder in accordance with its terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting enforcement of
creditors' rights generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

     (d) The execution and delivery of this Agreement by such Stockholder do
not, and the performance by such Stockholder of the Stockholder's obligations
under this Agreement will not, (i) conflict with, result in a violation or
breach of, constitute (with or without notice or lapse of time or both) a
default under, result in or give to any person any right of termination,
cancellation, modification or acceleration of, or result in the creation or
imposition of any Lien upon any of the assets or properties of such Stockholder
under, any of the terms, conditions or provisions of (A) the certificate or
article of incorporation or bylaws or other comparable organizational documents
of the Stockholder if applicable or (B) (x) any law or order of any governmental
or regulatory authority applicable to such Stockholder or any of the
Stockholder's assets or properties, or (y) any contract to which the Stockholder
is a party or by which the Stockholder or any of the Stockholder's assets or
properties is bound, excluding from the foregoing clauses (x) and (y) conflicts,
violations, breaches, defaults, terminations, modifications, accelerations and
creations and impositions of Liens which, individually or in the aggregate,
could not reasonably be expected to have a material adverse effect on the
ability of the Stockholder to consummate the transactions contemplated by this
Agreement, or (ii) require any filing by the Stockholder with, or any permit,
authorization, consent or approval of, any governmental or regulatory authority
or any third party.

     (e) The Shares and the certificates representing the Shares owned by such
Stockholder are now and at all times during the term hereof will be held by such
Stockholder, or by a nominee or custodian for the benefit of such Stockholder,
free and clear of all liens, claims, security interests, proxies, voting trusts
or agreements, understandings or arrangements or any other encumbrances
whatsoever, except for any such encumbrances or proxies arising hereunder, and
not subject to any preemptive rights.

     2. Representations and Warranties of Siemens and Acquisition. Each of
Siemens and Acquisition hereby represents and warrants to the Stockholders as
follows:

     (a) Each of Siemens and Acquisition is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
and each of them has full corporate power and authority to enter into this
Agreement and to consummate the transac-



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<PAGE>

tions contemplated hereby and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement.

     (b) This Agreement has been duly authorized, executed and delivered by each
of Siemens and Acquisition and constitutes the legal, valid and binding
obligation of each of Siemens and Acquisition, enforceable against each of them
in accordance with its terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting enforcement of
creditors' rights generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

     (c) The execution and delivery of this Agreement by Siemens and Acquisition
do not, and the performance by Siemens and Acquisition of their obligations
hereunder and the consummation of the transactions contemplated hereby will not,
(i) conflict with, result in a violation or breach of, constitute (with or
without notice or lapse of time or both) a default under, result in or give to
any person any right of termination, cancellation, modification or acceleration
of, or result in the creation or imposition of any Lien upon any of the assets
or properties of Siemens or Acquisition under, any of the terms, conditions or
provisions of (A) the certificates or articles of incorporation or bylaws of
Siemens or Acquisition or (B) (x) any law or order of any governmental or
regulatory authority applicable to Siemens or Acquisition or any of their
respective assets or properties, or (y) any contract to which Siemens or
Acquisition is a party or by which Siemens or Acquisition or any of their
respective assets or properties is bound, excluding from the foregoing clauses
(x) and (y) conflicts, violations, breaches, defaults, terminations,
modifications, accelerations and creations and impositions of Liens which,
individually or in the aggregate, could not be reasonably expected to have a
material adverse effect on the ability of Siemens or Acquisition to consummate
the transactions contemplated by this Agreement, or (ii) require any filing by
Siemens or Acquisition with, or any permit, authorization, consent or approval
of, any governmental or regulatory authority.

     3. Grant of Options.

     (a) Each Stockholder hereby irrevocably grants to Acquisition an exclusive
option (the "Call Option") to purchase all Shares of such Stockholder at the
Merger Price per Share specified in Section 2.1(c) of the Merger Agreement (the
"Option Price"), which Option shall be exercisable by Acquisition at any time
after the date hereof and prior to the termination of this Agreement.

     (b) If (i) the Information Statement has been filed with the SEC in
preliminary form in accordance with Section 5.4 of the Merger Agreement; (ii) a
period of twelve days has elapsed following such filing; (iii) the Company has
been advised by the staff of the SEC that it is in the process of reviewing the
Information Statement and notwithstanding the Company's reasonable efforts that
review has not been completed; and (iv) all of the conditions described in
Section 6.1 of the Merger Agreement (other than Section 6.1(e)) have been
satisfied, then



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<PAGE>

the Stockholders shall have the option (the "Put Option", and together with the
Call Option, the "Options") to require Acquisition to purchase from the
Stockholders all, but not less than all, of the Shares of each Stockholder at
the Option Price. The Put Option may be exercised by the Stockholders at any
time beginning on the date on which the conditions specified in clauses (i)
through (iv) of the preceding sentence are satisfied until this Agreement is
terminated.

     (c) To exercise an Option, the exercising party shall send a written notice
("Exercise Notice") to each other party specifying the place and the time (which
shall be not less than two business days and not more than four business days
after the date of the Exercise Notice) for the closing of the purchase and sale
of the Shares in accordance with the exercise of the Option. The closing of the
purchase and sale of the Shares (the "Option Closing") pursuant to the exercise
of the Option shall take place at the place and at the time designated by the
exercising party in the Exercise Notice. The obligation of Siemens or its
designee to purchase the Shares at the Option Closing shall be subject to the
conditions that (i) all of the conditions described in Section 6.1 of the Merger
Agreement (other than Section 6.1(e)) shall have been satisfied and (ii) proper
arrangements shall have been made to give effect to the provisions of Section
1.6 of the Merger Agreement, and the securities law requirements described in
Section 1.6(b) shall have been satisfied.

     (d) At the Option Closing, each Stockholder shall sell, assign, convey and
transfer to Acquisition, each such Stockholder's Shares, free and clear of any
and all liens, claims, security interests, encumbrances, options or adverse
claims whatsoever, and each Stockholder shall deliver or cause to be delivered
to Acquisition a certificate or certificates representing the number of Shares
to be delivered by such Stockholder at the Option Closing, duly endorsed, or
accompanied by stock powers duly executed in blank, with all required transfer
tax stamps affixed thereto. Siemens shall procure that the applicable portions
of the Option Price are paid not later than the dates the corresponding portions
of the Merger Price per Share first are payable under the Merger Agreement.
Payment of each amount will be by wire transfer or certified or bank cashier's
check or checks.

     (e) In the event of any change in the Company's capital stock by reason of
any stock dividend, stock split, merger, consolidation, recapitalization,
combination, conversion, exchange of shares or dividend or other change in the
corporate or capital structure of the Company, which would have the effect of
diluting or changing Acquisition's rights hereunder, the number and kind of
shares or securities subject to the Options and the Option Price shall be
appropriately and equitably adjusted so that (i) Acquisition shall receive, at
the Option Closing, the number and class of shares or other securities or
property that Acquisition would have received and (ii) the Stockholders shall
receive, at the Option Closing, the consideration they would have received in
respect of the Shares purchasable upon exercise of the Options if the Options
had been exercised immediately prior to such event.



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<PAGE>

     4. Voting. Each of the Stockholders hereby agrees that such Stockholder:
(i) will vote all Shares owned by the Stockholder in favor of the Merger and the
Merger Agreement, at any meeting of the Company's stockholders, or, if requested
by Siemens or Acquisition, execute and deliver written consents to the same
effect; (ii) will provide all notices and perform all actions necessary for the
consummation of the transactions contemplated by the Merger Agreement; and (iii)
will vote against, and will not vote or grant any consent in favor of, or that
would facilitate, any Acquisition Transaction other than the Merger and the
other transactions contemplated by the Merger Agreement.

     5. Transfer of the Shares. Prior to the termination of this Agreement,
except as otherwise provided in this Agreement, none of the Stockholders shall:
(i) transfer (which term shall include, without limitation, for the purposes of
this Agreement, any sale, gift, pledge or other disposition), or consent to any
transfer of, any or all of the Shares; (ii) enter into any contract, option or
other agreement or understanding with respect to any transfer of any or all of
the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or
other authorization or consent in or with respect to the Shares; (iv) deposit
the Shares into a voting trust or enter into a voting agreement or arrangement
with respect to the Shares; or (v) take any other action that would in any way
restrict, limit or interfere with the performance of such Stockholder's
obligations hereunder or the transactions contemplated hereby. Acquisition
hereby agrees not to transfer any Shares purchased upon exercise of an Option
until this Agreement has terminated.

     6. Grant of Irrevocable Proxy; Appointment of Proxy.

     (a) Each of the Stockholders hereby irrevocably grants to, and appoints,
Siemens and any nominee thereof, its proxy and attorney-in-fact (with full power
of substitution), for and in the name, place, and stead of such Stockholder, to
vote such Stockholder's Shares, or grant a consent, waiver or approval in
respect of such Stockholder's Shares, in connection with any meeting of the
Stockholders of the Company or otherwise, (i) in favor of the Merger and the
other transactions and actions contemplated by the Merger Agreement, and (ii)
against any action or agreement which would impede, interfere with or prevent
the Merger, including any Acquisition Transaction other than the Merger.

     (b) Each of the Stockholders represents that any proxies heretofore given
in respect of the Shares are not irrevocable, and that such proxies are hereby
revoked.

     (c) Each of the Stockholders hereby affirms that the proxy set forth in
this Section 6 is irrevocable and is given in connection with the execution of
the Merger Agreement, and that such irrevocable proxy is given to secure the
performances of the duties of such Stockholder under this Agreement. Each
Stockholder hereby further affirms that the irrevocable proxy granted hereby is
coupled with an interest in the Shares and, except as set forth in Sec-



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<PAGE>

tion 11 of this Agreement, is intended to be irrevocable in accordance with the
provisions of Section 212(e) of the Delaware General Corporation Law.

     7. Certain Events. In the event of any stock split, stock dividend, merger,
reorganization, recapitalization or other change in the capital structure of the
Company affecting the Shares or the acquisition of additional shares of capital
stock or other securities or rights of the Company by any Stockholder, the
number of Shares shall be adjusted appropriately, and this Agreement and the
rights and obligations hereunder shall attach to any additional shares of
Company Common Stock or other securities or rights of the Company issued to or
acquired by any such Stockholder.

     (a) Drag-Along Notices. To the extent applicable to such Stockholder, each
Stockholder hereby agrees that such Stockholder (i) shall deliver all notices
required to be delivered by that certain Stockholders Agreement, dated December
10, 1993, between Dort A. Cameron, III, Entex Associates, L.P. and other
signatories thereto, in order to exercise the drag-along rights granted under
that agreement to require the stockholders of the Company party thereto to sell
their shares to Acquisition at the Option Price per share and (ii) thereafter
shall use its reasonable best efforts to enforce (and shall not grant or enter
into any waiver or modification with respect to) such drag-along rights;
provided, however, that no Stockholder shall be required to incur any material
expense or liability or commence any legal proceeding.

     8. Certain Other Agreements. From the date of this Agreement until the
earlier of (i) the termination of this Agreement, or (ii) the Measurement Date,
none of the Stockholders shall, and none of the Stockholders shall authorize or
permit any advisor or representative retained by or acting for or on behalf of
any such Stockholder to, directly or indirectly, (i) take any action to
knowingly solicit, initiate, continue, facilitate or encourage (including by way
of furnishing or disclosing non-public information) any offer or proposal for an
Acquisition Transaction, other than the transactions contemplated by the Merger
Agreement or by this Agreement or (ii) knowingly engage in negotiations,
discussions or communications regarding or disclose any information relating to
the Company or afford access to the properties, books or records of the Company
to any person, corporation, partnership or other entity or group that may be
considering making or has made, a proposal for an Acquisition Transaction.

     9. Further Assurances. Each of the Stockholders shall, upon request of
Siemens or Acquisition, execute and deliver any additional documents and take
such further actions as may reasonably be deemed by Siemens or Acquisition to be
necessary or desirable to carry out the provisions hereof and to vest in Siemens
the power to vote, grant consents and grant waivers with respect to the Shares
as contemplated by Section 6 of this Agreement.

     10. Termination. Except as otherwise provided in this Agreement, this
Agreement, and all rights and obligations of the parties hereunder, shall
terminate immediately upon the earlier of (i) the acquisition by Siemens,
through Acquisition or otherwise, of all the Shares;



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(ii) if the Options have not been exercised, the termination of the Merger
Agreement in accordance with its terms; or (iii) the Effective Time; provided,
however, that Section 9 shall survive any termination of this Agreement pursuant
to clause (i) of this sentence.

     11. Public Announcements. Each of the Stockholders, Siemens and Acquisition
agrees that it will not issue any press release or otherwise make any public
statement with respect to this Agreement or the transactions contemplated hereby
without the prior consent of the other parties, which consents shall not be
unreasonably withheld or delayed; provided, however, that such disclosure can be
made without obtaining such prior consent if (i) the disclosure is required by
law, and (ii) the party making such disclosure has first used its best efforts
to consult with the other party about the form and substance of such disclosure.

     12. Miscellaneous.

     (a) All notices, requests and other communications hereunder must be in
writing and will be deemed to have been duly given only if delivered personally
or by facsimile transmission or mailed (first class postage prepaid) to the
parties at the following addresses or facsimile numbers:

     (1) if to any or all of the Stockholders, to them in care of:

                  Dort A. Cameron, III
                  The Airlie Group
                  115 East Putnam Avenue
                  Greenwich, Connecticut 06830
                  Facsimile: (203) 661-0479

         with a copy to:

                  Cahill Gordon & Reindel
                  80 Pine Street
                  New York, New York 10005
                  Facsimile (212) 269-5420
                  Attention:  Gerald S. Tanenbaum

         and

     (2) if to Siemens or Acquisition, to:

                  Siemens Corporation
                  153 East 53rd Street
                  New York, New York 10022


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<PAGE>

                  Facsimile:  (212) 258-4945
                  Attention:  General Counsel

         with a copy to:

                  Clifford Chance Rogers & Wells LLP
                  200 Park Avenue
                  New York, New York 10166
                  Facsimile:  (212) 878-8375
                  Attention:  John A. Healy

         (3)      if to the Company, to:

                  Entex Information Services, Inc.
                  Six International Drive
                  Rye Brook, New York 10573
                  Facsimile: (914) 935-3880
                  Attention:  Lynne A. Burgess

         with a copy to:

                  Cahill Gordon & Reindel
                  80 Pine Street
                  New York, New York 10005
                  Facsimile (212) 269-5420
                  Attention:  Gerald S. Tanenbaum

All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this
Section, be deemed given upon receipt (in each case regardless of whether such
notice, request or other communication is received by any other person to whom a
copy of such notice is to be delivered pursuant to this Section). Any party from
time to time may change its address, facsimile number or other information for
the purpose of notices to that party by giving notice specifying such change to
the other parties hereto.

     (b) The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.

     (c) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall be considered one and
the same agreement.



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     (d) This Agreement constitutes the entire agreement, and supersedes all
prior agreements and understandings, whether written and oral, among the parties
hereto with respect to the subject matter hereof.

     (e) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware without giving effect to the principles of
conflicts of laws thereof.

     (f) Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether by operation
of law or otherwise) without the prior written consent of the other parties, and
any such purported assignment shall be null and void; provided, however, that
either of Siemens or Acquisition may, without the prior written consent of any
Stockholder, assign its rights and obligations to any of its direct or indirect
wholly owned subsidiaries. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by, the parties
and their respective successors and assigns, and the provisions of this
Agreement are not intended to confer upon any person other than the parties
hereto any rights or remedies hereunder.

     (g) If any term, provision, covenant or restriction herein is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable or against its regulatory policy, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.

     (h) Each of the parties hereto acknowledges and agrees that in the event of
any breach of this Agreement, each non-breaching party would be irreparably and
immediately harmed and could not be made whole by monetary damages. It is
accordingly agreed that the parties hereto (i) will waive, in any action for
specific performance, the defense of adequacy of a remedy at law and (ii) shall
be entitled, in addition to any other remedy to which they may be entitled at
law or in equity, to compel specific performance of this Agreement.

     (i) No amendment, modification or waiver in respect to this Agreement shall
be effective unless it shall be in writing and signed by each party hereto.

     (j) No person who is or becomes (during the term hereof) a director or
officer of the Company makes any agreement or understanding herein in his or her
capacity as such director or officer, and nothing herein shall limit or affect
any action taken by any Stockholder in his or her capacity as an officer or
director of the Company in connection with the Company's rights under the Merger
Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





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     IN WITNESS WHEREOF, each of Siemens, Acquisition and the Stockholders have
caused this Agreement to be duly executed and delivered as of the date first
written above.

                              SIEMENS CORPORATION



                              By: /s/ Gerald Wright
                                  ------------------------------------------
                                  Name: Gerald Wright
                                  Title:  Executive Vice President and
                                          Chief Financial Officer


                              By: /s/ Michael Schiefen
                                  ------------------------------------------
                                  Name: Michael Schiefen
                                  Title:  Vice President, Corporate Development


                              EMILIA ACQUISITION CORP.



                              By: /s/ Michael Schiefen
                                  ------------------------------------------
                                  Name: Michael Schiefen
                                  Title: Vice President


                              /s/ Dort A. Cameron III
                              -----------------------
                              DORT A. CAMERON III


                              ENTEX ASSOCIATES L.P.

                              By its General Partner, the Putnam Group, Inc.



                              By: /s/ Dort A. Cameron III
                                  -----------------------
                                  Name: Dort A. Cameron III
                                  Title:


                              /s/ John A. McKenna, Jr.
                              ------------------------
                              JOHN A. MCKENNA, JR.




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                                     ANNEX I

                               Ownership of Shares

         Holder                                    Number of Shares
-------------------------------------------------------------------------------
         Dort A. Cameron, III                                 2,669,653

         Entex Associates L.P.                               21,407,739

         John A. McKenna, Jr.                                   642,204