Exhibit 10.17


 [Confidential materials omitted and filed separately with the Securities and
          Exchange Commission. Asterisks denote omissions.]



 IBM Business Partner Agreement

 Solution Provider Profile
 ----------------------------------------------------------------------------
   We welcome you as an IBM Business Partner-Solution Provider.

   This  Profile covers  the  details of  your  approval to  actively  market
   Products and Services.  As our  Solution  Provider,  you enhance  Products
   and  Services with  your solution to provide Products and Services capable
   of satisfying the Customer's requirements.

   By signing below, each of us agrees to the terms of the following
   (collectively called the "Agreement"):

         (a)    this Profile;

         (b)    General Terms (Z125-5478-07 08/2002);

         (c)    the applicable Attachments referred to in this Profile; and

         (d)    the Exhibit.

   This Agreement and its  applicable transaction documents are the  complete
   agreement regarding  this  relationship, and  replace  any prior  oral  or
   written communications  between us. Once  this Profile is  signed, 1)  any
   reproduction of this Agreement or a transaction document made by  reliable
   means (for example, photocopy or facsimile) is considered an original,  to
   the extent  permissible under  applicable  law, and  2) all  Products  and
   Services you  market and  Services you  perform under  this Agreement  are
   subject to it. If  you have not already  signed an Agreement for  Exchange
   of  Confidential  Information  (AECI),  your  signature  on  this  Profile
   includes your acceptance of the AECI.

   After signing this Profile, please return a copy to the IBM address  shown
   below.


   Revised Profile (yes/no):  YES       Date received by IBM: _______________


                                        Date received by IBM:

 Agreed t:                              Agreed to:
 Jack Henry & Associates, Inc.          International Business
                                        Machines Corporation

 By_____________________________        By_____________________________
      Authorized Signature                   Authorized signature


 Name (type or print):                  Name (type or print):

 Date:                                  Date:

 IBM Business Partner Number: 1004727

 IBM Business Partner address:          IBM address:
     663 W. Highway 60                      4111 Northside Parkway Suite
     Monett, MO  65708                      Atlanta, GA  30327

 ASPID:  18784

<PAGE>

  DETAILS OF OUR RELATIONSHIP

  Contract Period Start Date (month/year): 01/03                 Duration: 24


  Relationship Approval/Acceptance of Additional Terms:

  For each approved relationship, each of us agrees to the terms of the
  following by signing this Profile. Copies of the Attachments are included.

  Approved Relationship                    Applicable       Attachment
                                           (yes/no)

  Solution Provider Attachment                Yes       Z125-5480-05 08/2002
  Complementary Marketing Terms Attachment    Yes       Z125-5498-03 03/2001
  Remarketer Terms Attachment                 Yes       Z125-5497-06 08/2002
  North American Marketing Attachment         Yes       Z125-5891-02 01/2000
  Federal Remarketer Attachment               Yes       Z125-5514-02 05/2002

  Additional Terms

  Federal Certification Attachment            Yes       Z125-5515-02 04/99
  Federal GSA Contract Attachment             No        Z125-6016-00 03/99
  Attachment for Services Marketing
    for Remarketers                           Yes       Z125-5750-00 11/1997
  Attachment for IBM as Subcontractor
    for Services                              Yes       Z125-5718-00 12/97

  Attachment for Network and e-business
    Services for Remarketers                  No        Z125-5744-01 12/2001
  Attachment for ServiceSuite - Remarketer    Yes       Z125-5767-03 01/2001

  Attachment for Finance Services from
  IBM Credit Corporation                      Yes       Z125-5795-04 06/2002
  Marketing of Used Equipment Attachment      Yes       Z125-5595-02 06/2000
  Attachment for Acquisition of IBM Personal
  Computer Products & Services from IBM
  PartnerChoice                               Yes       Z125-6646-01 07/2002
  Internet Service Provider Agreement         Yes       Z125-6130-01 06/2000
  e-business Hosting Services Attachment
  for Remarketers                             No        Z125-6627-01 07/2002


 You are approved to market to: End Users Only

 Approved Only for Development System (yes/no):      NO

 You are approved to use the Products identified in this section, including
 their associated Programs and peripherals, for development purposes. This
 section is approval for development use and is not approval to market these
 Products. The Products and Services section on the next page is approval
 for both marketing and development.

 Development System Products:

 _________________________________      _____________________________________

 _________________________________      _____________________________________

 _________________________________      _____________________________________


<PAGE>

 Product and Service Approval:

 The following Products and Services are listed in the Exhibit. The terms of
 the Exhibit apply to the Products and Services listed in it.

 When we approve you for Products listed in the Exhibit, you are also
 approved to market their associated

<TABLE>
 Programs and peripherals.

                              Approved to Market
                            under Remarketer Terms

                    Approved to Market under  Acquire  Acquire
                     Complementary Marketing   From    From
                                       Terms   IBM    Distributor    Name of
                                    (yes/no) (yes/no)  (yes/no)      Distributor    Effective Date
 <S>                                     <C>    <C>       <C>      <C>
 System Types
 1) IBM eServer
    zSeries System/390 (1) (2)           No      No        No      _________________________________
 2) IBM eServer
    pSeries RS/6000 (1)(3)(4)(8)         No      Yes       No      _________________________________
    7040 (1) (3) (4) (5)                 No      No        No      _________________________________
    708X CLUSTER 1300 (1)(3)(5)(8)       No      No        No      _________________________________
    IBM RS/6000 SP (1)(3)(4)(5)          No      No        No      _________________________________
 3) IBM eServer iSeries AS/400 (1)(3)(8)
    9406 (14)                            No      Yes       No      _________________________________
    9406-250 (14)                        N/A     N/A       No      _________________________________
    9406-270 (14)                        No      No        No      _________________________________
 4) IBM Retail Point of
    Sale Products (1)(3)
    4694 Point of Sale Terminal          No      No        No      _________________________________
    4800 SurePOS 700                     No      No        No      _________________________________
    4810 Sure POS 300                    No      No        No      _________________________________
    4835 Netvista Kiosk                  No      No        No      _________________________________
    4840 SurePOS500                      No      No        No      _________________________________
 5) IBM 4614 SureOne (3)                 N/A     No        Yes     AVNET____________________________

 IBM Personal Computer Products (3) (6)
 1) IBM PC Desktop                       N/A     No        Yes     N/A
 2) IBM PC Server                        N/A     No        Yes     N/A
 3) IBM Mobile                           N/A     No        Yes     N/A
 4) PC Features and Options              N/A     No        Yes     N/A

 Additional Products
 1) IBM Network Integration Products (1) No      No        No      _________________________________
 2) 3745 Communications Controller       No      No        No      _________________________________
 3) 3746 Expansion Unit/Controller       No      No        No      _________________________________
 4) Graphics                             No      No        N/A     N/A
 5) Finance Products Category J1         No      No        No      _________________________________
 6) Finance Products Category J2         N/A     Yes       No      _________________________________
 7) IBM Storage Products (3)
    Category S1 Products                 Yes     Yes       No      _________________________________
    Category S2 Products                 Yes     Yes       No      _________________________________
    Category S3 Products                 No      No        No      _________________________________
    Category S5 Products                 Yes     Yes       No      _________________________________
    Category S6 Products                 No      No        No      _________________________________
    Category S7 Products                 No      No        No      _________________________________
    Category S9 Products                 Yes     Yes       No      _________________________________
 8) IBM 8690 Kiosk (5)                   No      N/A       N/A     N/A
 9) IBM 389X Document Processors         No      N/A       N/A     N/A
 10) Multimedia                          No      N/A       N/A     N/A
 11) IBM Printing Systems Products
     Industrial                          N/A     No        No      _________________________________
     Workgroup                           N/A     No        No      _________________________________
     Production                          N/A     No        No      _________________________________
     Software                            N/A     No        No      _________________________________
     Availability Services               N/A     No        No      _________________________________
     Professional Services               N/A     No        No      _________________________________

<PAGE>

                          Approved to Market
                      under Remarketer Terms

                    Approved to Market under  Acquire  Acquire
                     Complementary Marketing   From    From
                                       Terms   IBM    Distributor    Name of
                                    (yes/no) (yes/no)  (yes/no)      Distributor    Effective Date

   Software Only
 1) Tivoli Enterprise Software
    Category SWI Dl- Tivoli
    Storage Mgt Software                         NO        NO      _________________________________
    Category SWI D2- Tivoli
    Storage Mgt SW                               NO        NO      _________________________________
 2) IBM Voice Systems Software
    Category SW2AI-IBM Voice
    Systems Software Technologies        NO      NO        NO      _________________________________
 3) S/390 and zSeries IPLA Software
     Category SW3AI-Data Management Tools        NO        NO      _________________________________
     Category SW3BI -Application and
     Integration Middleware                      NO        NO      _________________________________
     Category SW3CI-Tivoli Products              NO        NO      _________________________________

 (1) When we approve you to market these Products you are also approved
     for IBM Personal Computer and associated Products included in the IBM
     Business Partner Exhibit as listed in PARTNERlnfo.
 (2) When we approve you to market these Products, you are also approved
     to market the associated Programs under complementary marketing terms.
     Unless specified otherwise, these Programs are not available for
     marketing under remarketer terms.
 (3) These Products (including Used Equipment) are eligible for
     marketing under the terms of the North American Marketing Attachment.
     Used Equipment is not eligible for export.
</TABLE>

   For Products  and Services  we  specify under  "Approved to  Market  Under
   Remarketer Terms",  we will specify  if you are  approved to acquire  such
   Products and Services from us or  from the Distributor we specify in  this
   Profile  (personal  computer  Products  may  be  acquired  from  any   IBM
   Remarketer).

   For Products and Services we specify  you acquire from us, we may  specify
   in  your Exhibit  that  you  acquire the  Products  and  Services  from  a
   supplier instead of  from us. When you  acquire the Products and  Services
   from a  Distributor or supplier,  the terms of  the Agreement relating  to
   your acquisition of Products  and Services directly from us (for  example,
   terms relating to the return of Products and Services, and terms  relating
   to the ordering  of Products and Services)  are not applicable. All  other
   terms apply.

                                               Approved to Market
                                               under Complementary
                                                 Marketing Terms

                                                  (yes/no) (7)
   Non-IBM Products
   1) Local Vendor (LVP) Products (9)                    NO

   IBM CAD/CAM Programs
   1) CATIA (10) (11)                                    NO
   2) IGES Processor/6000                                NO
   3) Numerical Control PostProcessor Generator          NO
   4) Product Manager (10)                               NO
   5) ENOVIA (10) (11)                                   NO

     You are also approved for the programs (if any) listed below:

      _______________________________________________________________________
      _______________________________________________________________________

  (4)  Your approval to market the IBM eServer p Series RS/6000 is a
       prerequisite for approval to market the RS/6000 SP and the IBM
       pSeries RS/6000 7040. However, approval for the pSeries RS/6000
       does not constitute approval for you to market the RS/6000 SP or
       the pSeries RS/6000 7040.
  (5)  Not available for Central Order. A Project Form is required.
  (6)  These Products  have unique revenue requirements to enable direct
       acquisition from IBM.
  (7)  Approval for the System or lndustry Product includes approval for the
       programs, peripherals and other offerings associated with it. This
       excludes the programs listed in the Application Programs section of
       this Profile, for which specific approval is required.
  (8)  When marketing under the Complementary Marketing Terms, a Project
       Form is not required when marketing with an eligible value added
       enhancement.
  (9)  We will specify each LVP Product that applies to you.
 (10)  A Complex Operating Environment addendum must be completed.
 (11)  Registered trademark of Dassault Systemes of America.
 (12)  You may market these Services to an End User without the
       requirement to have marketed a Machine or Program to the End User.
 (13)  The terms for remarketing Services (other than shrink-wrap
       Services) are contained in other documents which we provide to you.
 (14)  Your approval to market the IBM eServer iSeries 9406 is also
       approval to market the iSeries AS/400 9406-250 which may only be
       acquired from a Distributor, and the 9406-270. However, approval to
       market the iSeries 9406-250 or the 9406-2 70 does not constitute
       approval for you to market the IBM eServer iSeries 9406.
 (15)  Approvals in these categories permit the marketing of Services
       specified on the Exhibit, independent of a system sale and hardware
       Value Added Enhancement (VAE). There is also no requirement for a
       separate Services VAE.



                                      Approved to Market   Approved to Market
                                      under Complementary  under Remarketer
                                        Marketing Terms         Terms
                                            (yeslno)           (yes/no)
 IBM Global Services (12) (13)
   1) Integrated Technology Services
     a) Maintenance Services                     NO               NO
     b) Software Services (15)                   NO               NO
     c) Site & Connectivity Services (15)        NO               NO
     d) Backup and Recovery Services             NO               NO
   2) Managed e-business Services                NO               NO
     a) Managed Data Network Services            NO               NO
     b) e-business Hosting
        Interchange Services for e-business      NO               NO
        Hosting Services for e-business          NO               NO
     c) SHOWBBS                                  NO               NO
     d) Software Mall                            NO               NO
   3) Learning Services                          N/A              NO
   4) Business Innovation Services               N/A              NO

   Certified Products you are approved to market.

   _________________________________      ___________________________________

   _________________________________      ___________________________________

   _________________________________      ___________________________________



   Exclusions, if applicable:

   Although included by reference in Product and Services approval, you are
   not approved to market these individual Products or Services.


   Minimum Attainment:

       Product/Service            Volume/Revenue          Measurement
                                                          Period Dates
       Storage, iSeries. pSeries     $2000000        01/01/2003 to 12/31/2004
       _________________________     ________        ________________________
       _________________________     ________        ________________________
       _________________________     ________        ________________________


   Locations:
     Loc. lD   Location (street address, city, state, ZlP code)
     31422     404 Camino Del Rio South
               San Diego, CA 92108

     Loc. lD   Location (street address, city, state, Zip code)
     62707     663 W Highway 60
               Monett, MO 65708


<PAGE>

    Your Commitment, if applicable:

 This section identifies by System Type/System Unit or IBM Managed e-
 business Services (Eligible Products) as applicable, your Annual System
 Revenue Performance (ASRP) Commitment (Revenue Commitment) and the
 Applicable Discount Percentage. At your request we will review your revenue
 attainment at any time to determine if you qualify for a higher Applicable
 Discount Percentage.

 After each annual measurement period, IBM will review your revenue
 attainment by Eligible Product. lf your revenue attainment is less than your
 Revenue Commitment, your Applicable Discount Percentage will be adjusted
 downward to the appropriate level. lf your revenue attainment is greater
 than your Revenue Commitment, your Applicable Discount Percentage will be
 adjusted upward as appropriate.


        Eligible            Revenue       Applicable Discount
        Products            Commitment          Percentage
                            (annual)
        ----------------------------------------------------------
        IBM pSeries            [*]                 [*]%
        RS/6000 (1)                     Federal (2) Discount for:
                                        Machines  *% Programs   *%
        ----------------------------------------------------------
        IBM Series             [*]                 [*]%
        AS/400: (1)
        ----------------------------------------------------------
        IBM Storage           Entry     Cat SI & S6 *%  Cat S2  *%
        Products                        Cat S3     ___  Cat 57 ___
        ----------------------------------------------------------
        IBM Point of Sale      N/A           ______________
        Products (1)
        ----------------------------------------------------------

 This section identifies your Revenue Commitment and the applicable discount
 percentage. At your request we will review your revenue attainment against
 your Revenue Commitment at any time to determine if you qualify for a higher
 applicable discount percentage.

 After each measurement period, IBM will review your revenue attainment.
 If your revenue attainment is less than your Revenue Commitment, your
 applicable discount percentage will be adjusted downward to the appropriate
 level. Additionally, if your revenue attainment is greater than your Revenue
 Commitment, your applicable discount percentage will be adjusted upward as
 appropriate.

              --------------------------------------------------
              IBM Network     Revenue      Applicable Additional
              Integration     Commitment    Discount Percentage
              Products        (Annual)              (3)

                                 N/A          ______________

              --------------------------------------------------
              IBM 3746          Revenue         Applicable
              Communications   Commitment        Discount
              Controller        (Annual)        Percentage

                                N/A           _______________

              --------------------------------------------------
              Managed           Revenue         Applicable
              e-business       Commitment        Discount
              Services            for           Percentage
                                Contract
                                Period

                                N/A          ________________

              --------------------------------------------------
 (1)  Your ASRP Commitment is the aggregate of such Commitment for the U.S.
      and Canada. Your Applicable Discount Percentage is based on the
      aggregate of your ASRP Commitment for the U.S. and Canada.
 (2)  The Products eligible for the Federal discount are identified in the
      IBM Business Partner Exhibit.
 (3)  The Products eligible for the Applicable Additional Discount Percentage
      are identified in the Business Partner Exhibit

<PAGE>

   Assignment of Warranty Service Responsibility, if applicable:

   You assign to us, or an IBM Premier Personal Computer Servicer, Warranty
   Service responsibility for the following Machines.

   Type/Model      Type/Model      Type/Model      Type/Model
   ----------      ----------      ----------      ----------
   ______________  ______________  ______________  ________________
   ______________  ______________  ______________  ________________
   ______________  ______________  ______________  ________________
   ______________  ______________  ______________  ________________

   Unless you are assigning to us, please specify the name of the IBM
   Premier Personal Computer Servicer:

   ________________________________________________________________



 Value Added Enhancement Descriptions:

 The following is a description of each of your value added enhancements,
 including an indication of the relationship (Complementary or Remarketer)
 to which it pertains.

   See attached (VAEATT)

<PAGE>

 IBM Business Partner Agreement -

 General Terms
 ----------------------------------------------------------------------------



                               Table of Contents

          Section        Title                                  Page

             1.      Definitions                                  2

             2.      Agreement Structure and Contract Duration    3

             3.      Our Relationship                             4

             4.      Status Change                                6

             5.      Confidential Information                     6

             6.      Marketing Funds and Promotional Offerings    6

             7.      Production Status                            6

             8.      Patents and Copyrights                       6

             9.      Liability                                    7

            10.      Trademarks                                   8

            11.      Changes to the Agreement Terms               8

            12.      Internal Use Products                        8

            13.      Demonstration, Development and Evaluation
                     Products                                     9

            14.      Electronic Communications                    9

            15.      Geographic Scope                             9

            16.      Governing Law                                9

<PAGE>

 IBM Business Partner Agreement -

 General Terms
 ----------------------------------------------------------------------------

 1.  Definitions

     Business Partner is a business entity which is approved by us to market
     Products and Services under this Agreement.

     Customer is either an End User or a Remarketer. We specify in your
     Profile if we approve you to market to End Users or Remarketers, or
     both.

     End User is anyone, who is not part of the Enterprise of which you are
     a part, who uses Services or acquires Products for its own use and not
     for resale.

     Enterprise is any legal entity (such as a corporation) and the
     subsidiaries it owns by more than 50 percent.

     Licensed Internal Code (LIC) is Machine Code used by certain Machines
     IBM specifies (Specific Machines).

     Machine is a machine, its features, conversions, upgrades, elements,
     accessories, or any combination of them. The term "Machine" includes an
     IBM Machine and any non-IBM Machine (including other equipment) that we
     approve you to market.

     Machine Code is micro code, basic input/output system code (BIOS),
     utility programs, device drivers, and diagnostics delivered by an IBM
     Machine.

     Product is a Machine or Program, that we approve you to market, as we
     specify in your Profile.

     Program is an IBM Program or a non-IBM Program provided by us, under
     its applicable license terms, that we approve you to market. The term
     "Program" does not include LIC or Machine Code.

     Related Company is any corporation, company or other business entity:
     1. more than 50 percent of whose voting shares are owned or controlled,
        directly or indirectly, by either of us, or
     2. which owns or controls, directly or indirectly, more than 50 percent
        of the voting shares of either of us, or
     3. more than 50 percent of whose voting shares are under common
        ownership or control, directly or indirectly, with the voting shares
        of either of us.

     However, any such corporation, company or other business entity is
     considered to be a Related Company only so long as such ownership or
     control exists. "Voting shares" are outstanding shares or securities
     representing the right to vote for the election of directors or other
     managing authority.

     Remarketer is a business entity which acquires Products and Services,
     as applicable, for the purpose of marketing.

     Service is performance of a task, provision of advice and counsel,
     assistance, support or access to a resource (such as a network and
     associated enhanced communication and support) that we approve you to
     market.


 2.  Agreement Structure and Contract Duration

     Profiles

     We specify  the details of  our relationship (for  example, the type  of
     Business Partner you are) in a  document called a "Profile." Each of  us
     agrees to the  terms of the Profile,  the General Terms, the  applicable
     Attachments referred  to in the Profile,  and the Exhibit  (collectively
     called the "Agreement") by signing the Profile.

     General Terms

     The General Terms apply to all of our Business Partners.

     Attachments

     We describe,  in a document entitled  an "Attachment", additional  terms
     that apply.  Attachments may include, for  example, terms that apply  to
     the  method of  Product  distribution (Remarketer  Terms  Attachment  or
     Complementary Marketing  Terms Attachment) and terms  that apply to  the
     type of Business Partner you are,  for example, the terms that apply  to
     a Distributor relationship  as described in the Distributor  Attachment.
     We specify in your Profile the Attachments that apply.

     Exhibits

     We  describe in  an Exhibit,  specific  information about  Products  and
     Services,  for  example, the  list  of  Products and  Services  you  may
     market, and warranty information about the Products.

     Transaction Documents

     We  will provide  to you  the appropriate  "transaction documents."  The
     following are  examples of transaction documents,  with examples of  the
     information and responsibilities they may contain:

     1. invoices (item, quantity, payment terms and amount due); and
     2. order acknowledgements (confirmation of Products and quantities
        ordered).

     Conflicting Terms

     If there  is a conflict among  the terms in  the various documents,  the
     terms of:

     1. a transaction document prevail over those of all the documents;
     2. an Exhibit prevail over the terms of the Profile, Attachments and the
        General Terms;
     3. a Profile prevail over the terms of an Attachment and the General
        Terms; and
     4. an Attachment prevail over the terms of the General Terms.

     If there  is an  order of  precedence within  a type  of document,  such
     order will  be stated in  the document (for  example, the  terms of  the
     Distributor Attachment  prevail over the terms  of the Remarketer  Terms
     Attachment, and will be so stated in the Distributor Attachment).

     Our Acceptance of Your Order

     Products and  Services become subject to  this Agreement when we  accept
     your order by:

     1. sending you a transaction document; or

     2. providing the Products or Services.

<PAGE>

     Acceptance of the Terms in a Transaction Document

     You accept  the terms  in a  transaction document  by doing  any of  the
     following:

     1. signing it (those requiring a signature must be signed);

     2. accepting the Product or Services;

     3. providing the Product or Services to your Customer; or

     4. making any payment for the Product or Services.

     Contract Duration

     We specify  the contract start  date and the  duration in your  Profile.
     Unless we  specify otherwise in writing,  the Agreement will be  renewed
     automatically for subsequent  two year periods. However, you may  advise
     us in writing not to renew  the Agreement. Each of us is responsible  to
     provide the  other three months  written notice if  this Agreement  will
     not be renewed.


 3.  Our Relationship

     Responsibilities

     Each of us agrees that:

    1. both  of us are  independent contractors, and  this Agreement is  non-
       exclusive.  Neither of us is a legal representative or legal agent  of
       the  other. Neither  of us  is legally  a partner  of the  other  (for
       example,  neither  of us  is responsible  for  debts incurred  by  the
       other),  and neither of us is an  employee or franchise of the  other,
       nor does this Agreement create a joint venture between us;

    2. each  of us is responsible for our own expenses regarding  fulfillment
       of  our  responsibilities and  obligations  under the  terms  of  this
       Agreement;

    3. neither  of us will disclose the terms of this Agreement, unless  both
       of us agree in writing to do so, or unless required by law;

    4. neither  of us will assume or create any obligations on behalf of  the
       other  or make  any  representations or  warranties about  the  other,
       other than those authorized;

    5. any  terms of this Agreement, which by their nature extend beyond  the
       date  this Agreement ends, remain in effect until fulfilled and  apply
       to respective successors and assignees;

    6. we may withdraw a Product or Service from marketing at any time;

    7. we  will allow the other a reasonable opportunity to comply before  it
       claims  the  other has  not met  its  obligations, unless  we  specify
       otherwise in the Agreement;

    8. neither  of us will bring a legal  action against the other more  than
       two  years after the cause of action arose, unless otherwise  provided
       by local law without the possibility of contractual waiver;

    9. failure  by  either  of us  to  insist  on strict  performance  or  to
       exercise  a right when  entitled does not  prevent either  of us  from
       doing  so at a later time, either  in relation to that default or  any
       subsequent one;

   10. neither of us  is responsible for  failure to fulfill  obligations
       due to causes beyond the reasonable control of either of us;


   11. IBM reserves  the right  to  assign, in  whole  or in  part,  this
       Agreement, to a Related Company, but may assign its rights to  payment
       or orders to any third party;

   12. IBM does not guarantee the results of any of its marketing plans;

   13. each of us will  comply with all  applicable laws and  regulations
       (such as those governing consumer transactions); and

   14. if any provision of this Agreement is determined to be invalid  or
       otherwise  unenforceable, such provision will  be deemed deleted  from
       this  Agreement, while the remainder of this Agreement will remain  in
       full force and effect as written.

     Other Responsibilities

     You agree:

    1. to  be responsible for customer satisfaction for all your  activities,
       and to participate in customer satisfaction programs as we determine;

    2. that  your rights under  this Agreement are  not property rights  and,
       therefore,  you can not transfer them to anyone else or encumber  them
       in any way. For example, you can not sell your approval to market  our
       Products or Services or your rights to use our Trademarks;

    3. to maintain the criteria we specified when we approved you;

    4. to  achieve  and  maintain  the  certification  requirements  for  the
       Products  and Services you are  approved to market,  as we specify  in
       your Profile;

    5. not to assign or otherwise transfer this Agreement, your rights  under
       this  Agreement, or  any of  its approvals,  or delegate  any  duties,
       unless expressly permitted to do so in this Agreement. Otherwise,  any
       attempt to do so is void;

    6. to  conduct business  activities with  us (including  placing  orders)
       which  we  specify  in  the  operations  guide,  using  our  automated
       electronic  system if available.  You agree to  pay all your  expenses
       associated with it such as your equipment and communication costs;

    7. that  when we provide you with access  to our information systems,  it
       is  only in support of your marketing activities. Programs we  provide
       to  you  for your  use  with our  information  systems, which  are  in
       support  of your  marketing activities, are  subject to  the terms  of
       their  applicable  license agreements,  except  you may  not  transfer
       them;

    8. to  promptly provide us with documents we may require from you or  the
       End  User (for example, our license agreement signed by the End  User)
       when applicable;

    9. that  you  will not  offer  or make  payments  or gifts  (monetary  or
       otherwise)  to  anyone  for  the  purpose  of  wrongfully  influencing
       decisions  in favor of IBM, directly or indirectly. IBM may  terminate
       this  Agreement immediately in case of 1)  a breach of this clause  or
       2)  when IBM reasonably  believes such a  breach has  occurred, or  is
       likely to occur;

   10. that your conduct under this Agreement will be consistent with the
       antiboycott laws and regulations of the United States; and

   11. International  Business  Machines  Corporation  and  entities   within
       its Enterprise are allowed to store and use your contact  information,
       including names, phone numbers and e-mail addresses, anywhere they  do
       business.  Such information will be  processed and used in  connection
       with  our business relationship, and  may be provided to  contractors,
       Business  Partners, and assignees  of International Business  Machines
       Corporation  and entities within  its Enterprise  for uses  consistent
       with  their collective  business activities,  including  communicating
       with  you (for example, for processing orders, for promotions and  for
       market research).

<PAGE>

     Our Review of Your Compliance with this Agreement

     We  may periodically  review your  compliance with  this Agreement.  You
     agree to provide us with  relevant records on request. We may  reproduce
     and retain copies of these  records. We, or an independent auditor,  may
     conduct  a  review  of your  compliance  with  this  Agreement  on  your
     premises during your normal business hours.

     If, during our  review of your compliance  with this Agreement, we  find
     you  have  materially  breached  the  terms  of  this  relationship,  in
     addition to our  rights under law and the  terms of this Agreement,  for
     transactions that  are the subject  of the breach,  you agree to  refund
     the amount  equal to the discount  (or fee, if  applicable) we gave  you
     for the  Products or Services or  we may offset any  amounts due to  you
     from us.


 4.  Status Change

     You agree to give us prompt  written notice (unless precluded by law  or
     regulation)  of any  change  or  anticipated change  in  your  financial
     condition, business structure, or operating environment (for example,  a
     material change  in equity ownership  or management  or any  substantive
     change to information  supplied in your application). Upon  notification
     of such  change, (or  in the  event of failure  to give  notice of  such
     change)  IBM may,  at its  sole discretion,  immediately terminate  this
     Agreement.


 5.  Confidential Information
     With  reference  to  the IBM  Agreement  for  Exchange  of  Confidential
     Information, the following is confidential information (Information):

    1. all information IBM marks or otherwise states to be confidential;

    2. any  information we  identify as "Confidential"  on a  Web site.  Your
       access  of such information is considered your agreement to accept  it
       as confidential;

    3. any of the following prepared or provided by IBM:

       a. sales leads,
       b. information regarding prospects or Customers,
       c. unannounced information about Products and Services,
       d. business plans, or
       e. market intelligence;

    4. any  of the following  written information you  provide to  us on  our
       request and which you mark as confidential:

       a. reporting data,
       b. financial data,
       c. the business plan,
       d. customer satisfaction data; or
       e. sales information.

     All other  information exchanged between  us is nonconfidential,  unless
     disclosed  as   specified  in  the   IBM  Agreement   for  Exchange   of
     Confidential Information.


 6.  Marketing Funds and Promotional Offerings

     We may provide marketing funds  and promotional offerings to you. If  we
     do, you agree  to use them according to  our guidelines and to  maintain
     records  of  your  activities  regarding  the  use  of  such  funds  and
     offerings for  three years. We may  withdraw or recover marketing  funds
     and  promotional offerings  from you  if  you breach  any terms  of  the
     Agreement. Upon notification of termination of the Agreement,  marketing
     funds and promotional offerings will  no longer be available for use  by
     you, unless we specify otherwise in writing.


 7.  Production Status

     Each IBM Machine is manufactured from new parts, or new and used  parts.
     In  some cases,  the  IBM Machine  may  not be  new  and may  have  been
     previously  installed.  Regardless  of  the  IBM  Machine's   production
     status, our appropriate warranty  terms apply. You agree to inform  your

     Customer of  these terms in  writing (for example,  in your proposal  or
     brochure).


 8.  Patents and Copyrights

     For the  purpose of  this section only,  the term  Product includes,  if
     applicable, Licensed Internal Code and Machine Code.

     If a third party claims that  a Product we provide under this  Agreement
     infringes  that  party's  patents or  copyrights,  we  will  defend  you
     against  that claim  at our  expense  and pay  all costs,  damages,  and
     attorneys' fees that a court finally  awards, or that are included in  a
     settlement approved by IBM, provided that you:

    1. promptly notify us in writing of the claim; and

    2. allow  us to control, and  cooperate with us in,  the defense and  any
       related settlement negotiations.

     If  you maintain  an inventory,  and such  a claim  is made  or  appears
     likely  to be  made about  a Product  in your  inventory, you  agree  to
     permit  us either  to enable  you  to continue  to  market and  use  the
     Product,  or  to  modify or  replace  it  with  one  that  is  at  least
     functionally.  equivalent.   If  we   determine  that   none  of   these
     alternatives is  reasonably available, you agree  to return the  Product
     to us  on our written  request. We will  then give you  a credit, as  we
     determine,  which will  be either  1)  the price  you  paid us  for  the
     Product (less any price-reduction credit), or 2) the depreciated price.

     This  is   our  entire  obligation  to   you  regarding  any  claim   of
     infringement.

     Claims for Which We Are Not Responsible

     We  have  no  obligation  regarding  any  claim  based  on  any  of  the
     following:

    1. anything you provide which is incorporated into a Product;

    2. your  modification of a Product, or a Program's use in other than  its
       specified operating environment;

    3. the combination, operation, or use of a Product with any Products  not
       provided  by us as a system, or the combination, operation, or use  of
       a  Product with any product, data,  apparatus or business method  that
       we did not provide; or

    4. infringement   by  a  non-IBM  Product   alone,  as  opposed  to   its
       combination with Products we provide to you as a system.


 9.  Liability

     Circumstances may arise where, because of a default or other  liability,
     one of us  is entitled to recover damages from  the other. In each  such
     instance, regardless of the basis  on which damages can be claimed,  the
     following  terms  apply  as your  exclusive  remedy  and  our  exclusive
     liability.


     Our Liability

     IBM is responsible only for:

    1. payments referred to in the "Patents and Copyrights" section above;

    2. bodily  injury (including  death),  and damage  to real  property  and
       tangible personal property caused by our Products; and

    3. the  amount of any other actual loss  or damage, up to the greater  of
       $100,000  or the charges (if recurring, 12 months' charges apply)  for
       the Product or Service that is the subject of the claim.

     Items for Which We Are Not Liable

     Under  no  circumstances  (except  as  required  by  law)  is  IBM,  its
     subcontractors, or  Program developers liable for  any of the  following
     even if informed of their possibility:

    1. third-party  claims against you  for damages (other  than those  under
       the   first  two  items   above  in  the   subsection  entitled   'Our
       Liability');

    2. loss of, or damage to, your records or data; or

    3. special,  incidental,  or  indirect  damages,  or  for  any   economic
       consequential damages or lost profits, business, revenue, goodwill  or
       anticipated savings.


     Your Liability

     In addition to damages for which you are liable under law and the  terms
     of this Agreement, you will indemnify  us for claims made against us  by
     others   (particularly   regarding   statements,   representations,   or
     warranties not authorized by us) arising out of your conduct under  this
     Agreement or as a result of your relations with anyone else.


 10. Trademarks

     We will notify you in  writing of the applicable Business Partner  title
     and emblem  which you are authorized  to use. We  will provide you  with
     written guidelines, which may periodically modify, regarding the use  of
     the Business Partner title and emblem. You may not modify the emblem  in
     any way. You  may use our Trademarks  (which include the title,  emblem,
     IBM trade marks and service marks) only:

    1. within the geographic scope of this Agreement;

    2. in  association with Products and Services  we approve you to  market;
       and

    3. as described in the written guidelines provided to you.

     The  royalty   normally  associated  with   non-exclusive  use  of   the
     Trademarks  will  be  waived,  since  the  use  of  this  asset  is   in
     conjunction with marketing activities for Products and Services.

     You  agree to  promptly  modify, at  your  expense, any  advertising  or
     promotional materials  that do not  comply with our  guidelines. If  you
     receive  any complaints  about your  use of  a Trademark,  you agree  to
     promptly notify  us. When  this Agreement  ends, you  agree to  promptly
     stop using our Trademarks. If you do not, you agree to pay any  expenses
     and fees we incur in getting you to stop.

     You agree not  to register or use any  mark that is confusingly  similar
     to any of our Trademarks.

     Our  Trademarks, and  any  goodwill resulting  from  your use  of  them,
     belong to us.


 11. Changes to the Agreement Terms

     We may  change the terms  of this Agreement  by giving  you one  month's
     written notice.

     We may, however, change the following terms without advance notice:

    1. those we specify in this Agreement as not requiring advance notice;

    2. those of the Exhibit unless otherwise limited by this Agreement; and

    3. those relating to safety and security.

     Otherwise, for any  other change to be valid, both  of us must agree  in
     writing. Changes are  not retroactive. Additional or different terms  in
     any written communication from you (such as an order), are void.


 12. Internal Use Products

      You may acquire Products you are  approved to market for your  internal
      use within  your  Business  Partner  operations.  Except  for  personal
      computer Products,  you  are  required to  advise  us  when  you  order
      Products for your internal use.

      We will specify in your Exhibit  the discount or price, as  applicable,
      at which you may acquire the  Products for internal use. Such  Products
      do not count,  unless we specify  otherwise in the  Exhibit, toward  1)
      your minimum annual  attainment, 2) determination  of your discount  or
      price, as applicable, or 3)  determining your marketing or  promotional
      funds.

      Any value added enhancement  or systems integration services  otherwise
      required by  your  relationship  is not  applicable  when  you  acquire
      Products for internal use. You must retain such  Products for a minimum
      of  12  months,  unless  we specify otherwise in the Exhibit.  Products
      acquired for internal use may not be used for work-for-charge.


    13. Demonstration, Development and Evaluation Products

        You   may  acquire   Products  you   are  approved   to  market   for
        demonstration,  development   and  evaluation  purposes,  unless   we
        specify  otherwise  in  the  Exhibit.  Such  Products  must  be  used
        primarily   in  support   of  your   Product  marketing   activities.
        Additionally, such Products do not count unless we specify  otherwise
        in  the  Exhibit,  toward  1)  your  minimum  annual  attainment,  2)
        determination  of  your  discount or  price,  as  applicable,  or  3)
        determining your marketing or promotional funds.

        We will  specify in your  Exhibit the Products  we make available  to
        you for  such purposes,  the applicable  discount or  price, and  the
        maximum quantity  of such  Products you  may acquire  and the  period
        they are to be  retained. The maximum number of input/output  devices
        you may acquire is the number  supported by the system to which  they
        attach.

        If  you acquired  the maximum  quantity of  Machines, you  may  still
        acquire a field upgrade, if available.

        We may  decrease the  discount we provide  for such  Products on  one
        month's written notice.

        You may make these Products  available to a Customer for the  purpose
        of demonstration and evaluation. Such Products may be provided to  an
        End User for no more than  three months. For a Program, you agree  to
        ensure the  Customer has been  advised of the  requirement to  accept
        the terms of a  license agreement before using the Program.  Products
        acquired for  demonstration, development and  evaluation use may  not
        be used for work-for-charge.


    14. Electronic Communications

        Each of us  may communicate with the  other by electronic means,  and
        such communication  is acceptable as a  signed writing to the  extent
        permissible  under applicable  law. Both  of us  agree that  for  all
        electronic  communications, an  identification code  (called a  "user
        ID") contained in an electronic document is sufficient to verify  the
        sender's identity and the document's authenticity.


    15. Geographic Scope

        The rights, duties  and obligations of both of  us are valid only  in
        the United States and Puerto Rico.


    16. Governing Law

        The laws of the State of New York will govern, construe, and  enforce
        all the rights, duties and obligations arising under, or relating  in
        any manner to, the subject matter of this Agreement,  notwithstanding
        conflicts of laws principles.

        The "United  Nations Convention  on Contracts  for the  International
        Sale of Goods" does not apply.

<PAGE>

 IBM Business Partner Agreement
 Solution Provider Attachment
 ----------------------------------------------------------------------------

 These terms prevail over and are in addition to or modify the Remarketer
 Terms Attachment and the Complementary Marketing Terms Attachment.


 1.     Marketing Approval

     You may be approved as a Solution Provider under a remarketer
     relationship or under a complementary marketing relationship, or both.
     If we approve you to market the same Products and Services under both
     remarketer and complementary marketing terms, all transactions will be
     under remarketer terms. You may unilaterally elect not to participate
     under remarketer terms for a specific transaction or business segment
     by providing us a signed IBM Business Partner Statement of Election. If
     you meet the requirements of the Marketing Approval section of the
     Complementary Marketing Terms Attachment, you may participate under
     those terms.

     We may specify the specific industry codes to which you may market
     Products and Services. If we do so, you agree to comply.


 2.  Value Added Enhancement

     For Products we specify in the Exhibit, you are required to have a
     solution which is a value added enhancement that we approve and specify
     on your Profile and which significantly adds to the Product's function
     and capability.

     You agree to market Products and Services only with your approved value
     added enhancement as part of an integrated solution for End Users.
     Certain Products we specify do not require a value added enhancement.

     In the event we withdraw approval of your value added enhancement, we
     also withdraw your approval as an IBM Business Partner for that value
     added enhancement.

     We may, at any time, modify the criteria for approval of your value
     added enhancement. You are responsible to modify your value added
     enhancement to meet these criteria.

     You agree to market Products, including processor upgrades requiring a
     processor serial number change, to only End Users for whom your value
     added enhancement is their primary reason for acquiring the Products,
     and who intend the on-going use of such enhancement.  A sale to an End
     User without a value added enhancement, when required, is a material
     breach of the Agreement.

     However, your value added enhancement is not required to be the End
     User's primary reason for acquiring upgrades to systems you previously
     installed with your enhancement and where your enhancement is still in
     productive use. Upgrades include processor upgrades (non-serial number
     change), peripherals and programs.

     Unless we specify otherwise in writing, you may market upgrades only to
     those End Users where you have installed your value added enhancement,
     and who intend on-going use of that value added enhancement.


 3.  Your Responsibilities To IBM

     You agree:

   1. to develop a mutually acceptable business plan with us, if we
      require one. Such plan will document each of our marketing plans as
      they apply to our relationship. We will review the plan, at a minimum,
      once a year;

   2. that, unless precluded by applicable law, one of the requirements
      for you to retain this  relationship is that you achieve the minimum
      attainment we specify in your Profile;

   3. to order Products and Services, as we specify in the operations
      guide;

   4. to maintain trained personnel, as we specify in your Profile or
      Exhibit, as applicable;

   5. to provide us, on our request, relevant financial information
      about your business so we may, for example, use this information in our
      consideration to extend credit terms to you;

   6. to have access to the Products you are approved to market for 1)
      demonstration purposes, 2) providing support to your End Users and 3)
      supporting your value added enhancement; and

   7. to maintain the capability to demonstrate Products we approve you
      to market.


 4.  Your Responsibilities To End Users
     When you  market  Products and  Services under  complementary  marketing
     terms, items 10 and  11 do not apply and items  2 and 5 only apply  when
     you use our central order facility.

     You agree to:

     1. assist the End User to achieve productive use of your solution and
        the Products and Services you marketed;

     2. configure Products we approve you to market. On your request, we may
        assist you;

     3. identify and select the required technology based upon the End
        User's requirements, and confirm that the Product configuration is
        fully capable of the satisfactory performance of your solution;

     4. not make representations that IBM is responsible for the Products'
        configuration and their ability to satisfy the End User's
        requirements;

     5. advise the End User of Product installation requirements;

     6. develop a plan, agreed to by the End User, for installation and
        post-installation support for the offering you market. For Products
        and Services we approve you to market, such support includes your
        being the primary contact for Product and Services information,
        technical advice and operational advice associated with the
        offering.

        However,  you  may   delegate  these  support  responsibilities   for
        Products and  any other associated products  to another IBM  Business
        Partner  who is  approved to  market such  Products. If  you do,  you
        retain  customer  satisfaction  responsibility.  Alternatively,  such
        support responsibilities  will be provided by  IBM if you market  the
        applicable  IBM Services  to  the End  User.  If you  do,  we  assume
        customer satisfaction responsibility for such support;

     7. assist the End User in Product problem determination and resolution,
        unless this responsibility is delegated as specified in item 6
        above;

     8. give written notice to the End User of any modification you make to
        a Product and the name of the warranty service provider and advise
        that such modification may void the warranty for the Product;

     9. support the End User in planning fulfillment of Product
        training and education requirements, including informing the
        End User of educational offerings, as applicable;

    10. inform the End User that the sales receipt (or other documentation
        such as Proof of Entitlement, if it is required) will be necessary
        for proof of warranty entitlement or for Program upgrades;

    11. provide warranty information to the End User; and

    12. upon our request, for Products and Services we specify, participate
        in or conduct solution and   system assurance

<PAGE>

 IBM Business Partner Agreement
 Complementary Marketing Terms Attachment
 ----------------------------------------------------------------------------

 1.  Our Relationship

     As our IBM Business Partner under the complementary marketing terms,
     you market to End Users the Products and Services we approve you to
     market on our behalf at prices and terms established by IBM. We manage
     the Product ordering process from ordering to delivery. We pay you a
     fee as we specify in your Exhibit.

 2.  Marketing Approval

     You may market Products and Services to an End User as specified 1) in
     a Project Form we provide to you or, when we approve in writing, one we
     receive from you, or 2) in the non-exclusive territory we specify in a
     Territory Supplement.

     You may market Products and Services to an End User for a period of
     three months unless we specify otherwise in a Project Form, or as long
     as the End User is specified in your Territory Supplement.

     If you are a Solution Provider, you may market Products and Services to
     an End User without our approval of a Project Form if you submit the
     End User's order directly to our central order facility. However, for a
     specific End User opportunity, you may not use our central order
     facility if you 1) have a Project Form in effect or 2) have submitted
     one to us and we have not responded.

     In addition, if you are a Solution Provider, you may market Products
     and Services to an End User without our approval of a Project Form when
     1) the Machine is an AS/400 or RS/6OOO (excluding POWERparallel Systems
     SP2), and 2) we specify in your Profile that the value added
     enhancement you market is eligible. You agree that, if we accept fee
     requests from other Solution Providers for the same opportunity, we may
     split the fee between you and them.

     We may withdraw, in writing, our approval for you to market to an End
     User or remove an End User from your territory for any of the following
     reasons and, if we do. you agree to stop your marketing activities with
     the End User:

     1.    we decide not to accept the order (for example, if the End User's
           credit is inadequate);

     2.    the End User cancels the order;

     3.    the End User makes a firm commitment to another vendor for the
           Products and Services;

     4.    you or the End User requests termination of the approval; or

     5.    we determine, during our periodic reviews, that your sales
           progress with the opportunity is not satisfactory.

 3.  Your Responsibilities To IBM

     You agree to:

     1. actively market Products and Services;

     2. upon our request, participate in configuration, solution assurance,
        and system assurance reviews;

     3. distinguish to the End User between those activities you perform on
        your own behalf and those you perform on IBM's behalf;

     4. advise us of the Product's planned installation dates and
        dependencies;

     5. as required, prepare IBM documents, provide them to the End User and,
        if applicable, secure the End User's signature on such documents, and
        promptly provide them to us; and

     6. assist us on our request in the collection of the accounts receivable
        for Products and Services for which you earned a fee.

 4.  Your Responsibilities To End Users

  You agree to provide support to your End User for 1) the period specified
  on the Project Form or your Territory Supplement, 2) for one year if you
  used our central order facility, or 3) for six months if the value added
  enhancement you market is eligible.

 5.  Fees and Compensation

  We may increase fees or compensation at any time. We may decrease fees or
  compensation on one month's written notice.

  You earn your fee on the date of our invoice to the End User. We will pay
  you within one month after you earn your fee and we receive your request,
  formatted as we specify in the operations guide. If we do not receive your
  request within four months from when you earn your fee, no payment will be
  made. You are only entitled to compensation for orders IBM accepts during
  the contract duration.

  You agree to reimburse us the applicable fees we paid to you, if for any
  reason the Product you marketed is returned to us or a Service is
  terminated within three months of the date the payment from the End User
  was due us. The reimbursement may be prorated if the Product or Service is
  on a recurring charge basis.

  We periodically reconcile amounts we paid you to amounts you actually
  earned. We may deduct amounts due us from future payments we make to you,
  or ask you to pay amounts due us. Each of us agrees to promptly pay the
  other any amounts due.

  In addition to any other rights under law or this Agreement, we may
  recover fees paid to you for an amount equal to our loss or damage we
  suffer as a result of your breach of the terms of the Agreement.

  If any authority requires us to include in our invoice to you, a duty,
  tax, levy or fee, which they impose, excluding those based on our net
  income, upon any transaction under this Agreement, then you agree to pay
  that amount as specified in the invoice.

 6.  Marketing of Services

  If you marketed a Product to an End User under this Agreement, or if you
  are approved in your Profile to market a Service, you may, as we specify
  in the Exhibit, either market Services, or provide a qualified lead to us
  so that we may market Services to the End User on any machine or program
  and receive a fee from us. We provide Services to the End User under the
  terms of our applicable agreement, signed by the End User.

  You will receive a fee for a lead when it 1) is submitted on the form we
  provide to you, 2) is for an opportunity which is not known to us, and 3)
  results in the End User ordering the Service from us within six months
  from the date we received the lead.

  Alternatively, you will receive a fee for marketing when 1) you identify
  the opportunity and perform the marketing activities, 2) you provide us
  with the order and any required documents signed by the End User, and 3)
  if a standard Statement of Work is used, there are no changes and no
  marketing assistance from us is required.

  You may market Services on eligible non-IBM Products regardless of whether
  you marketed a Machine or Program to the End User.

  We will not pay you a fee if 1) the Machine or Program is already under
  applicable Service, 2) we have an agreement with the End User to place the
  Machine or Program under the applicable Service, or 3) if the Service was
  terminated by the End User within the last six months.

 7.  Marketing of Financing

     If we approve you on your Profile, you may market our Financing
     Services for Products and Services and any associated products and
     services you market to the End User. If you market our Financing
     Services, we will pay you a fee as we specify in your Territory
     Supplement or the Exhibit.

     We provide Financing Services to the End User under the terms of our
     applicable agreements signed by the End User. You agree, that for the
     items that will be financed, 1) you will promptly provide us any
     required documents including invoices, with serial numbers, if
     applicable, 2) the supplier will transfer clear title to us, and 3) you
     will not transfer to us any obligations under your agreements with the
     End User.

     We will pay you or the supplier when the End User has initiated
     financing and acknowledged acceptance of the items being financed.


 8.  Ending the Agreement

     Either of us may terminate this Agreement, with or without cause, on
     three months' written notice. If, under applicable law, a longer period
     is mandatory, then the notice period is the minimum notice period
     allowable.

     If we terminate for cause (such as your not meeting your minimum annual
     attainment), we may, at our discretion, allow you a reasonable
     opportunity to cure. If you fail to do so, the date of termination is
     that specified in the notice.

     However, if either party breaches a material term of the Agreement, the
     other party may terminate the Agreement on written notice. Examples of
     such breach by you are: if you do not maintain customer satisfaction;
     if you repudiate this Agreement; or if you make any material
     misrepresentations to us. You agree that our only obligation is to
     provide the notice called for in this section and we are not liable for
     any claims or losses if we do so.

     At the end of this Agreement, each of us agrees to immediately settle
     any accounts with the other. We may offset any amounts due you against
     amounts due us or any of our Related Companies as allowable under
     applicable law.

     You agree that if we permit you to perform certain activities after
     this Agreement ends, you will do so under the terms of this Agreement.

<PAGE>

 IBM Business Partner Agreement
 Remarketer Terms Attachment
 ----------------------------------------------------------------------------

                         Table of Contents


          Section        Title                                  Page

              1.     Our Relationship                             2

              2.     Ordering and Delivery                        2

              3.     Inventory Adjustments                        3

              4.     Price, Invoicing, Payment and Taxes          3

              5.     Licensed Internal Code                       5

              6.     Machine Code                                 5

              7.     Programs                                     5

              8.     Export and Import                            6

              9.     Title                                        6

             10.     Risk of Loss                                 7

             11.     Installation and Warranty                    7

             12.     Warranty Service                             8

             13.     Marketing of Services                        8

             14.     Marketing of Financing                       9

             15.     Engineering Changes                          9

             16.     Ending the Agreement                         9

<PAGE>

 IBM Business Partner Agreement
 Remarketer Terms Attachment
 ----------------------------------------------------------------------------

 1.   Our Relationship

      As our IBM Business Partner, you market to your Customers Products and
      Services (including "shrink-wrap" Services). These terms apply to a
      Business Partner whose method of distribution is under our remarketer
      terms, and includes Distributors, Resellers, Solution Providers, and
      Systems Integrators.

      Responsibilities

      Each of us agrees:

      1.   we offer a money-back guarantee to End Users for certain Products.
      You agree to inform the End User of the terms of this guarantee before
      the applicable sale. For any such Product, you agree to 1) accept its
      return in the time frame we specify, 2) refund the full amount paid to
      you for it, and 3) dispose of it (including all its components) as we
      specify. We will pay a transportation charge for return of the Product
      to us and will give you an appropriate credit.

      2.   each of us is free to set its own prices and terms;

      3.   neither of us will discuss its Customer prices and terms in the
      presence of the other; and

      4.   that the terms of the Agreement related to your acquisition of
      Products or Services directly from us (for example, those in the
      sections entitled "Ordering and Delivery", "Inventory Adjustments" and
      "Price, Invoicing, Payment and Taxes") are not applicable for Products
      and Services you acquire from a source, other than us, we approve. All
      other terms apply.

 Other Responsibilities

      You agree to:

      1.   refund the amount paid for a Product or Service returned to you if
      such return is provided for in its warranty or license. You may  return
      the Product to  us for  credit at  our expense,  as we  specify in  the
      operations guide;

      2.   provide us with sufficient, free and safe access to your
      facilities, at a mutually convenient time, for us to fulfill our
      obligations;

      3.   retain records, as we specify in the operations guide, of each
      Product and Service transaction (for example, a sale or credit) for
      three years;

      4.   provide us with marketing, sales, installation reporting and
      inventory information for our Products and Services, as we specify in
      the operations guide;

      5.   when you are approved to market to Remarketers, market Products
      and Services which require certification, only to Remarketers who are
      certified to market them;

      6.   comply with all terms regarding Program upgrades;

      7.   provide a dated sales receipt (or its equivalent, such as an
      invoice) as we specify in the operations guide, to your Customers,
      before or upon delivery of Products and Services; and

      8.   report to us any suspected Product defects or safety problems, and
      to assist us in tracing and locating Products.


 2.   Ordering and Delivery

      You may order Products and Services from us as we specify in the
      operations guide. You agree to order them in sufficient time to count
      toward your minimum attainment, if applicable.

      We will agree to a location to which we will ship. We may establish
      criteria for you to maintain at such location (for example, certain
      physical characteristics, such as a loading dock), as we specify in the
      operations guide.

      Upon becoming aware  of any discrepancy  between our shipping  manifest
      and the Products and Services received from us, you agree to notify  us
      immediately. We will work with you to reconcile any differences.

      Although we  do not  warrant delivery  dates,  we will  use  reasonable
      efforts to meet your requested delivery dates.

      We select the method of transportation and pay associated charges for
      Products and Services we ship.

      We may not be able to honor your request for modification or
      cancellation of an order. We may apply a cancellation charge for orders
      you cancel within 10 business days before the order is scheduled to be
      shipped. The Exhibit will specify if a cancellation charge applies and
      where we will specify the charge.

      If we are unable to stop shipment of an order you cancel, and you
      return such Product to us after shipment, our inventory adjustment
      terms apply.


 3.   Inventory Adjustments

      We will specify in your Exhibit the Products and Services to which this
      section applies.

      Products and Services you return to us for credit must have been
      acquired directly from us. You must request and receive approval from
      us to return the Products and Services.

      Products and Services must  be received by us  within one month of  our
      approving their return, unless we specify otherwise to you in  writing.
      We will issue a credit to you when we accept the returned Products  and
      Services.

      Certain Products may be acquired only as Machines and Programs packaged
      together as a solution. These Products must be returned with all  their
      components intact.

      For certain  Products  and  Services  you  return,  a  handling  charge
      applies. We will specify the handling charge percentage in the Exhibit.
      We determine your  total handling charge  by multiplying the  inventory
      adjustment credit amount for the Products and Services by the  handling
      charge percent.

      You agree to pay transportation and associated charges for Products and
      Services you return.

      Unless we specify otherwise, returned Products and Services must be  in
      their unopened and undamaged packages.

      You agree to ensure the returned Products and Services are free of  any
      legal obligations or restrictions that prevent their return. We  accept
      them only from locations within the  country to which we ship  Products
      and Services.

      We will reject any returned Products and Services that do not comply
      with these terms.


 4.   Price, Invoicing, Payment and Taxes

      Price and Discount

      The price, and discount if we specify one, for each Product and Service
      will be made available  to you in a  communication which we provide  to
      you in published form or through our electronic information systems  or
      a combination of both.  Unless we specify  otherwise, discounts do  not
      apply to  Program  upgrades, accessories,  or  field-installed  Machine
      features, conversions, or upgrades.

      The price for each Product and Service is the lower of the price in
      effect on the date we receive your order, or the date we ship a product
      or "shrink-wrap" Service, or the start date of a Service, if it is
      within six months of the date we receive your order.

      Price and Discount Changes

      We may change prices and increase discounts at any time. We may
      decrease discounts on one month's written notice.

      We will specify in your Exhibit if the following credit terms do not
      apply to Products and
      Services we approve you to market.

      If we decrease the price or increase the discount for a Product or
      Service, you will be eligible to receive a price decrease credit or a
      discount increase credit for those you acquired directly from us that
      are in your inventory, or in transit, or if the Product's date of
      installation or Service start date has not occurred. However, Products
      acquired from us under a special offering (for example, a promotional
      price or a special incentive) may not be eligible for a full credit.
      You must certify your inventory to us in writing within one month of
      the effective date of the change. The credit is the difference between
      the price you paid, after any adjustments, and the new price.

      The following terms  apply to Programs  licensed on a  recurring-charge
      basis:

      We may increase a  recurring charge for a  Program by giving you  three
      months' written notice.  An increase applies  on the first  day of  the
      invoice or charging period on or after the effective date we specify in
      the notice.

      Invoicing, Payment and Taxes

      Amounts are due upon receipt of  invoice and payable as specified in  a
      transaction document. You agree to pay accordingly, including any  late
      payment fee. Details  of any  late payment  fee will  be provided  upon
      request at the time of order and will be included in the notice.

      You may use a credit only after we issue it.

      If any authority requires us to include  in our invoice to you a  duty,
      tax, levy, or fee which they  impose, excluding those based on our  net
      income, upon any transaction  under this Agreement,  then you agree  to
      pay that amount.

      Reseller Tax Exemption

      You  agree  to   provide  us   with  your   valid  reseller   exemption
      documentation for each applicable taxing jurisdiction to which we  ship
      Products and Services. If we do not receive such documentation, we will
      charge you applicable taxes and duties. You agree to notify us promptly
      if this documentation is rescinded or modified. You are liable for  any
      claims or assessments that result from any taxing jurisdiction refusing
      to recognize your exemption.

      Purchase Money Security Interest

      You grant us a purchase money  security interest in your proceeds  from
      the sale of, and your accounts  receivable for, Products and  Services,
      until we receive  the amounts  due. You  agree to  sign an  appropriate
      document (for example, a "UCC-1") to permit us to perfect our  purchase
      money security interest.

      Failure to Pay Any Amounts Due

      If you fail to pay any amounts due in the required period of time,  you
      agree that we may do one or more of the following, unless precluded  by
      law:

      1.   impose a finance charge,  as we specify to  you in writing, up  to
      the maximum permitted by law, on the portion which was not paid  during
      the required period;

      2.   require payment on or before delivery of Products and Services;

      3.   repossess any Products and Services for  which you have not  paid.
      If we do so, you agree to pay all expenses associated with repossession
      and collection, including reasonable attorneys' fees. You agree to make
      the Products and Services  available to us at  a site that is  mutually
      convenient;

      4.   not accept your order until any amounts due are paid;

      5.   terminate this Agreement; or

      6.   pursue any other remedy available at law.

      We may offset  any amounts  due you, or  designated for  your use  (for
      example, marketing funds or promotional offerings), against amounts due
      us or any of our Related Companies.

      In addition, if your account with any of our Related Companies  becomes
      delinquent, we  may  invoke any  of  these options  when  allowable  by
      applicable law.

 5.   Licensed Internal Code

      Machines (Specific Machines) containing  Licensed Internal Code  (Code)
      will be identified in the Exhibit. We grant the rightful possessor of a
      Specific Machine  a license  to use  the Code  (or any  replacement  we
      provide) on,  or  in  conjunction  with,  only  the  Specific  Machine,
      designated by serial number, for which the Code is provided. We license
      the Code to only one rightful possessor  at a time. You agree that  you
      are bound by the terms of  the separate license agreement that we  will
      provide to you.

      Your Responsibilities

      You agree to  inform your Customer,  and record on  the sales  receipt,
      that the  Machine you  provide is  a  Specific Machine  using  Licensed
      Internal Code. The license agreement must  be provided to the  Customer
      before the sale is finalized.


 6.   Machine Code

      Machine Code is licensed to the End User under the terms of the
      agreement provided with it. You agree to ensure the End User is
      provided such agreement.


 7.   Programs

      You agree to ensure the End User has signed the license agreement for a
      Program requiring a  signature, as we  specify in  the Exhibit,  before
      such Program is provided to the  End User, and to provide any  required
      documentation to us. All other Programs are licensed under the terms of
      the agreement  provided  with them.  You  agree, where  applicable,  to
      provide the Program  license to  the End  User before  such Program  is
      provided to the End User.

      We will designate  in the  Exhibit if  1) we  will ship  the media  and
      documentation to you or, if you request and we agree, to the End  User,
      2) you may copy and redistribute the media and documentation to the End
      User, or 3) you must copy and redistribute the media and  documentation
      to the End User. If we ship the media and documentation, we may  charge
      you. We will specify  such charge to  you in writing.  If you copy  and
      redistribute, you must be  licensed to use the  Program from which  you
      make the  copies. A  Program license  you acquired  for use  under  the
      Demonstration, Development and Evaluation  Products terms fulfill  this
      requirement.

      Programs licensed to you on a  recurring-charge basis are licensed  for
      the period indicated in our invoice. You may market such Programs  only
      on the same basis as licensed to you. You may not charge an End User  a
      one-time charge for a Program you license from us on a recurring-charge
      basis. However, you may  charge the End User  whatever amount you  wish
      for the recurring-charge.

      Program Services

      Program Services are described in the Program's license agreement. You
      are responsible to provide your Customers, who are licensed for a
      Program, the Program Services we make available to you.

           If the End User Agrees in writing, you may:


      1.    delegate this responsibility to another IBM Business Partner who
      is approved to market the Program, or

      2.    provide an enhanced version of this support through the
      applicable IBM Service you market to the End User.

      If you delegate your support  responsibilities to another IBM  Business
      Partner, you retain customer  satisfaction responsibility. However,  if
      you market our applicable Services to the End User, we assume  customer
      satisfaction responsibility for such support.


 8.   Export and Import

      You may actively market Products and Services only within the
      geographic scope of the Agreement. You may not market outside this
      scope, and you agree not to use anyone else to do so.

      Export and Import Laws

      You warrant that you will comply with all applicable export and  import
      laws (which in some instances prohibit or restrict in-country marketing
      to certain Customers), when you market Products, Services and technical
      data. You agree  that if you  export or import  Products, Services  and
      technical data, you, and not IBM, will act as the exporter or importer.
      Further, you warrant that you are  knowledgeable with, and will  remain
      in full  compliance  with,  the  applicable  export  and  import  laws,
      regulations, orders and policies (including, but not limited to, making
      all proper filings). We may, at  our sole discretion, require you  from
      time to time to provide us with written certification relating to  your
      compliance with applicable export and import laws or prohibit you  from
      doing business with certain Customers in  order to ensure that you  and
      IBM comply with applicable export and import laws.

      You will indemnify us  for claims made against  us for your failure  to
      comply with applicable export and import laws, regulations or orders.

      Customer Exports

      If a Customer acquires a Product  for export, our responsibilities,  if
      any, under this Agreement  no longer apply to  that Product unless  the
      Product's warranty or license terms state  otherwise. You agree to  use
      your best  efforts  to ensure  that  your Customer  complies  with  all
      applicable export and import laws including those of the United States.
      Before your sale of such Product,  you agree to prepare a support  plan
      for it and obtain  your Customer's agreement to  that plan. Within  one
      month of sale,  you agree to  provide us with  the Customer's name  and
      address, Machine type/model, and serial  number if applicable, date  of
      sale, and destination country.

      Attainment

      Products you export (or  which are acquired by  a Customer for  export)
      outside the geographic  scope of the  Agreement will  not count  toward
      attainment of  your  objectives and  will  not qualify  for  applicable
      promotional offerings and  marketing funds. We  may also reduce  future
      supply allocations to you by the number of exported Products.


 9.  Title

      When you order a Machine, we transfer title to you when we ship the
      Machine.

      Any prior transfer to  you of title  to a Machine  reverts back to  IBM
      when it is accepted by us as a returned Machine.
      We do not transfer a Program's title.


 10.  Risk of Loss

      For each Machine, IBM bears the risk of loss or damage up to the
      time it is delivered to the IBM-designated carrier for shipment to
      you, or if you request, and IBM agrees, your customer. Thereafter,
      you assume the risk. Each Machine will be covered by insurance,
      arranged and paid for by IBM for you, covering the period until it
      is delivered to you or your customer. For any loss or damage, you
      must 1) report the loss or damage in writing to IBM within 10
      business days of delivery and 2) follow the applicable claim
      procedure.


 11.  Installation and Warranty

      We will ensure that Machines we  install are free from defects  in
      materials and workmanship and conform to their specifications.  We
      provide instructions  to  enable  the  set-up  of  Customer-Set-Up
      Machines. We are not responsible for the installation of  Programs
      or non-IBM Machines. We do, however, preload Programs onto certain
      Machines. We provide a copy  of our applicable warranty  statement
      to you. You agree to provide it to the End User for review  before
      the sale is finalized, unless we specify otherwise.

      We calculate  the expiration  date of  an IBM  Machine's  warranty
      period from the Machine's Date of Installation. Warranty terms for
      Programs are described in the Programs' license terms.

      We provide non-IBM Products WITHOUT WARRANTIES OF ANY KIND, unless
      we specify otherwise.  However, non-IBM manufacturers,  suppliers,
      or publishers may provide their own warranties to you.

      For non-IBM Products we approve you to market, you agree to inform
      your Customer in writing 1) that the Products are non-IBM, 2) the
      manufacturer or supplier who is responsible for warranty (if any),
      and 3) of the procedure to obtain any warranty service.

      Date of Installation for a Machine We are Responsible to Install

      The Date  of Installation  for a  Machine  we are  responsible  to
      install is the business day after the day 1) we install it or,  2)
      it is made available  for installation, if you  (or the End  User)
      defer installation. Otherwise (for  example, if others install  or
      break its warranty seal), it is the day we deliver the Machine  to
      you (or the  End User).  In such event,  we reserve  the right  to
      inspect the  Machine  to  ensure its  qualification  for  warranty
      entitlement.

      The Date of Installation for a Customer-Set-Up Machine

      The Date of Installation for a Customer-Set-Up Machine is the date
      the  Machine  is  installed  which  you  or  your  Remarketer,  if
      applicable, record on the End User's sales receipt. You must  also
      notify us of this date upon our request.

      Installation of Machine Features, Conversions, and Upgrades

      We sell features, conversions and upgrades for installation on
      Machines, and, in certain instances, only for installation on a
      designated, serial numbered Machine. Many of these transactions
      involve the removal of parts and their return to us. As
      applicable, you represent that you have the permission from the
      owner and any lien holders to 1) install features, conversions and
      upgrades and 2) transfer the ownership and possession of removed
      parts (which become our property) to us. You further represent
      that all removed parts are genuine, and unaltered, and free from
      defects in materials and workmanship and conform to
      specifications. A part that replaces a removed part will assume
      the warranty and maintenance Service status of the replaced part.
      You agree to allow us to install the feature, conversion, or
      upgrade within 30 days of its delivery. Otherwise, we may
      terminate the transaction and you must return the feature,
      conversion, or upgrade to us at your expense.

 12.  Warranty Service

      We will specify  in the Exhibit  whether you or  we are responsible  to
      provide Warranty Service for a Machine.

      When we are  responsible for providing  Warranty Service for  Machines,
      you are  not authorized  to provide  such  Service, unless  we  specify
      otherwise in the Exhibit.

      When you are responsible for providing  Warranty Service, you agree  to
      do so  according  to the  terms  we  specify in  the  Warranty  Service
      Attachment.


 13.  Marketing of Services

      The following are the conditions under which you may market Services;

      1.if  you marketed  a Product  to  the End  User,  you may  market  the
      Services, specified in the Exhibit; or

      2.regardless of whether you marketed a Product to the End User you  may
      market the Services we specify in your Profile.

      If you are an IBM Distributor the following paragraph applies:

      The following are the conditions under which you may market Services:

      1. if your Remarketer  marketed a  Product  to the  End User,  you  may
       market the Services, specified in the Exhibit, to your Remarketer  only
      for the Remarketer's marketing to such End User; and

      2. regardless of whether your Remarketer marketed a Product to the  End
      User you may  market the Services  we specify in  your Profile to  your
      Remarketer, who may market such Services.

      You may  market Services  on eligible  non-IBM Products  regardless  of
      whether you marketed a Machine or Program to the End User.

      Marketing of Services for a Fee

      The terms of this subsection apply when we perform the Services to  the
      End User at prices we set and under the terms of our Service agreement,
      signed by the End User. We pay you a fee for marketing such Services.

      You will receive  a fee  for marketing  eligible Services  when 1)  you
      identify the opportunity and perform  the marketing activities, 2)  you
      provide us with the order and any required documents signed by the  End
      User, and 3)  a standard Statement  of Work is  used and  there are  no
      changes, and no marketing assistance from us is required.

      Alternatively, you will receive a fee for a lead for eligible  Services
      when it 1) is  submitted on the form  we provide to you,  2) is for  an
      opportunity which is not known  to us, and 3)  results in the End  User
      ordering the Service from us within six months from the date we receive
      the lead from you.

      We will not pay  you the fee if  1) the machine  or program is  already
      under the applicable Service, 2) we have an agreement with the End User
      to place the machine or program under the applicable Service, or 3) the
      Service was terminated by the End User within the last six months.

      If the Service is terminated within three months of the date payment
      from the End User was due us, you agree to reimburse us for any
      associated payments we made to you. The reimbursement may be prorated
      if the Service is on a recurring charge basis.

      We periodically reconcile amounts we paid  you to amounts you  actually
      earned. We may deduct  amounts due us from  future payments we make  to
      you, or ask you to pay  amounts due us. Each  of us agrees to  promptly
      pay the other any amounts due.

  Remarketing of Services

      We provide terms  in an  applicable Service  Attachment governing  your
      remarketing of eligible  Services the End  User acquires  from you  and
      which we perform under the terms of the IBM Service agreement with  the
      End User.

      Shrink-wrap Services are  performed under  the terms  of the  agreement
      provided with them. If  the terms of the  agreement are not visible  on
      the shrink-wrap  package,  you agree  to  provide (or,  if  applicable,
      request your Remarketer to provide) the Services terms to the End  User
      before such Services are acquired by the End User.

      Services We Perform As Your Subcontractor

      If approved on  your Profile, we  will provide terms  in an  applicable
      Service Attachment governing our provision  of the Services we  perform
      as your subcontractor. Such  Services are those  an End User  purchases
      from you under the terms of your service agreement.


 14.  Marketing of Financing

      If we  approve  you on  your  Profile,  you may  market  our  Financing
      Services for  Products and  Services and  any associated  products  and
      services you  market to  the  End User.  If  you market  our  Financing
      Services, we will pay you a fee as we specify to you in your Exhibit.

      We provide Financing Services  to the End User  under the terms of  our
      applicable agreements signed by the End  User. You agree, that for  the
      items that  will be  financed,  1) you  will  promptly provide  us  any
      required  documents  including  invoices,   with  serial  numbers,   if
      applicable, 2) the supplier will transfer clear title to us, and 3) you
      will not transfer to us any obligations under your agreements with  the
      End User.

      We will make payment for the items to be financed when the End User has
      initiated financing  and acknowledged  acceptance  of the  items  being
      financed. Payment will be made to you, or the supplier, as appropriate.


 15.  Engineering Changes

      You agree to allow us to install mandatory engineering changes (such as
      those required for safety)  on all Machines in  your inventory, and  to
      use your best efforts to enable us to install such engineering  changes
      on  your  Customers'  Machines.   Mandatory  engineering  changes   are
      installed at our expense and any removed parts become our property.

      During the warranty period, we  manage and install engineering  changes
      at:

      1.   your  or your  Customer's  location  for  Machines  for  which  we
      provide Warranty Service; and

      2.   your location for other Machines.

      Alternatively, we may  provide you with  the parts (at  no charge)  and
      instructions to do the installation yourself. We will reimburse you for
      your labor as we specify.


 16. Ending the Agreement

      Regardless of the contract  duration specified in  the Profile, or  any
      renewal period in effect,  either of us  may terminate this  Agreement,
      with or  without cause,  on three  months'  written notice.  If,  under
      applicable law, a longer period is mandatory, then the notice period is
      the minimum notice period allowable.

      If we  terminate  for cause  (such  as  you not  meeting  your  minimum
      attainment),  we  may,  at  our  discretion,  allow  you  a  reasonable
      opportunity to cure. If you fail to  do so, the date of termination  is
      that specified in the notice.

        However, if either party breaches a material term of the Agreement,
        the other party may terminate the Agreement on written notice.
        Examples of such breach by you are: if you do not maintain customer
        satisfaction; if you do not comply with the terms of a transaction
        document; if you repudiate this Agreement; or if you make any
        material misrepresentations to us. You agree that our only
        obligation is to provide the notice called for in this section and
        we are not liable for any claims or losses if we do so.

        At the end of this Agreement, you agree to:

        1. pay for or return to us, at our discretion, any Products or
        shrink-wrap Services for which you have not paid; and

        2. allow us, at our discretion, to acquire any that are in your
        possession or control, at the price you paid us, less any credits
        issued to you.

        Products and  shrink-wrap Services to  be returned must  be in  their
        unopened and undamaged packages and in your inventory (or in  transit
        from us) on  the day this Agreement ends.  We will inspect them,  and
        reserve the  right of rejection.  You agree to  pay all the  shipping
        charges.

        At the end of this Agreement, each of us agrees to immediately
        settle any accounts with the other. We may offset any amounts due
        you against amounts due us, or any of our Related Companies as
        allowable under applicable law.

        You agree that if we  permit you to perform certain activities  after
        this  Agreement  ends,  you will  do  so  under  the  terms  of  this
        Agreement.

<PAGE>

 IBM Business Partner Agreement
 North American Marketing Attachment
 ----------------------------------------------------------------------------

 The terms of this Attachment are in  addition to or modify and prevail  over
 the  terms  of  the  IBM  Business  Partner  Agreement  General  Terms,  the
 Remarketer Terms Attachment, the Solution Provider Attachment, the  Reseller
 Attachment, the  Systems  Integrator  Attachment,  and  the  Attachment  For
 Financing Services From IBM Credit Corporation, as applicable.

 1.   Product Source

      You may acquire Products from us in Canada and the United States.


 2.   Marketing of Products

      You are approved to market Products,  specified in your Profile in  the
      United States and Canada. Unless we  specify otherwise when we  approve
      your value-added enhancement or solution,  as applicable, if either  is
      required under the terms of the  applicable Attachment, it is  approved
      in Canada and the United States.


 3.   Aggregation

      Unless we specify otherwise in  the Business Partner Exhibit,  Products
      acquired in either or both countries, will count toward your 1) minimum
      attainment, and 2) determination of your discount, if applicable.


 4.   Export of Products

      The "home country" is the country (either Canada or the United  States)
      1) in which you sign the IBM Business Partner Agreement or 2) which you
      designate to  us  in writing  is  the "home  country".  The  "alternate
      country" (either Canada or the United  States) is the other country  in
      which you are approved to market under the terms of this Attachment.

      We will not export Products.

      We will  specify in  the Exhibit  the Products  that are  eligible  for
      export between the  home country and  the alternate  country under  the
      terms of this Attachment. You may  only export Products from your  home
      country. Products acquired  in the  alternate country  must be  shipped
      from IBM to an End User in that country.

      We will ship Products to you  or your End User  only in the country  in
      which you acquire the Products from us.

      You  are  responsible  for  all  costs  and  expenses  associated  with
      exporting Products. This includes payment of transportation, duties and
      other expenses resulting from the export of the Products.

      You are responsible for complying with all applicable United States and
      Canadian laws  and regulations  including, without  limitation,  United
      States Department  of  Commerce  regulations regarding  the  export  of
      restricted technology.

      You are responsible for obtaining the necessary clearances required  to
      export or  re-export  from  the country  from  which  the  Product  was
      acquired from IBM and import into the country of installation.

      Within seven  days of  the date  you  export a  Product, you  agree  to
      provide to us the specific Product type/model and serial number of  the
      exported Product.

      You agree to notify us in writing of  the name and address of each  End
      User at which an exported Product has been installed within 10 days  of
      the Date of Installation.


 5.  Marketing of Services

     You are approved  to market Services  under the terms  available in  the
     country in which the Products are installed.

     When you market Services  with a Product which  is installed in  Canada,
     IBM Canada  Ltd. will  pay you  the applicable  Canadian fee.  Likewise,
     when you  market Services  with  a Product  which  is installed  in  the
     United States, IBM Corporation will pay you the applicable fee.


 6.  Geographic Scope

     All your  rights and  all IBM  Canada's obligations  are valid  only  in
     Canada for Products installed, and for Services performed, in Canada.

     All your  rights  and all  IBM  Corporation's (U.S.A.)  obligations  are
     valid only in the United States and Puerto Rico for Products  installed,
     and for Services performed, in the United States and Puerto Rico.


 7.  Governing Law

     For Products and Services  acquired from us in  Canada, the laws of  the
     Province of Ontario govern this Agreement.

     For Products  and Services acquired  from us  in the  United States  and
     Puerto Rico, the laws of the State of New York govern this Agreement.

<PAGE>

  Unique Terms For Canada

  Revision to the Remarketer Terms Attachment

  If your Profile is signed in the United States, the following terms modify
  the Remarketer Terms Attachment for the Products you acquire from us in
  Canada:

  Add the following as an additional section:

  Order Acceptance

  Subject  to IBM  Canada  Ltd's.  acceptance of  your  orders,  transactions
  between you and  IBM Canada Ltd., and  related local transaction  documents
  issued in Canada  such as invoices,  will be subject  to the  terms of  the
  Agreement.

  When IBM  Canada Ltd.  believes it  is required  to withhold  tax from  IBM
  Canada Ltd. payments to you under Canadian federal or provincial tax  laws.
  IBM Canada Ltd.  will withhold and  remit tax to  the Canadian federal  and
  provincial governments, If IBM Canada  Ltd. is assessed withholding  taxes,
  interest or penalties  by such governments, with  respect to payments  made
  to you,  then  you agree  to  reimburse IBM  Canada  Ltd. for  such  taxes,
  interest and penalties.

  Revision to the General Terms

  The following terms are revised for the Products you acquire from us in
  Canada:

  Section 9 - Liability

  In the subsection entitled "Our Liability":

      1.   In item 2, change "Products" to "negligence"

      2.   In item 3, change "loss or" to "direct"

      3.   In item  3, after  "damage" add  "arising from  our negligence  or
           breach of this  agreement, including fundamental  breach, tort  or
           our misrepresentation,"

  Revision to the Attachment For Financing Services From IBM Credit
  Corporation

  The following replaces the name of the document:

  Attachment for Financing Services From IBM

  The following replaces the last sentence of the first paragraph:
  "We" refers to IBM.

  Section 1 - Appointment as an Agent

  In the first sentence delete "Credit Corporation".
  After the word "Attachment" in the last line of the first paragraph
  replace 'including its attached Exhibit "A".' with 'and IBM Canada
  Financing Exhibit "A"."'

  Section 2 - Our Relationship

  In the subsection entitled "Other Responsibilities" in item g, replace
  "Credit" with "Canada Financing".

  In item r, replace "Credit" with "Canada Financing".

  In the subsection entitled "We agree to:" in item b, replace "Credit" with
  "Canada Financing".

<PAGE>

  Unique Terms For the United States
  Revision to the Remarketer Terms Attachment

  If your Profile is signed in Canada the following terms modify the
  Remarketer Terms Attachment for the Products you acquire from us in the
  United States:

  Add the following as an additional section:
  Order Acceptance
  Subject  to IBM  Corporation's  acceptance  of  your  orders,  transactions
  between you and  IBM Corporation, and  related local transaction  documents
  issued in  the United  States, such  as invoices,  will be  subject to  the
  terms of the Agreement.

  When IBM  Corporation believes  it is  required to  withhold tax  from  IBM
  Corporation payments to  you under United  States federal,  state or  local
  tax laws, IBM Corporation will withhold and remit tax to the United  States
  federal,  state or  local  governments.  If  IBM  Corporation  is  assessed
  withholding taxes, interest or penalties by such governments, with  respect
  to payments made to  you, then you agree  to reimburse IBM Corporation  for
  such taxes, interest and penalties.

  Revision to the General Terms
  The following terms are revised for the Products you acquire from us in
  the United States:

  Section 9 - Liability

  In the subsection entitled "Our Liability":

  1.  In item 2, change "negligence" to "Products"

  2.  In item 3, change "direct" to "loss or"

  3   In item 3, after "damage" delete "arising from our negligence or
      breach of this agreement, including fundamental breach, tort or our
      misrepresentation."  Revision to the Attachment for Financing Services
      from IBM

  The following replaces the name of the document:

  Attachment for Financing From IBM Credit Corporation

  The following replaces the last sentence of the first paragraph:

  "We" refers to IBM Credit Corporation.

  Section 1 - Appointment as an Agent

  In the first sentence change "Canada Financing" to "IBM Credit".

  After the word "Attachment" in the last line of the first paragraph
  replace "and IBM Canada Financing Exhibit "A"." with 'including its
  attached Exhibit "A".

  Section 2 - Our Relationship
  In the subsection entitled "Other Responsibilities" in item g, replace
  "Canada Financing" with "Credit".

  In item r, replace "Canada Financing" with "Credit".

  In the subsection entitled "We agree to." in item b, replace "Canada
  Financing" with "IBM Credit".
  Add the following as an additional section:

  Remuneration
  Replace "Exhibit A" with: "the IBM Canada Financing Exhibit A".

<PAGE>

 LIST OF BUSINESS PARTNER LEGAL NAMES IN CANADA OR THE UNITED STATES

 Business Partner                             Country
 Legal Name                                   (U.S. or Canada)

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

 You are authorized to operate under this Agreement using the following legal
 names in the Canada or the United States, as specified below:

<PAGE>

 IBM Business Partner Agreement
 Federal Government Remarketer Attachment
 ----------------------------------------------------------------------------

 These terms are in addition to or modify the Remarketer Terms Attachment,
 the Remarketer Terms Attachment for Workstation Software, the Business
 Partner Agreement for Solution Providers, the Business Partner Agreement
 for Resellers and the Service Provider-Remarketer Terms Attachment
 for Managed Services Solution. These terms apply only when you market
 Products and Services to a Federal Government End User.

  1. FEDERAL GOVERNMENT END USER

       "Federal Government End User" includes federal government agencies  or
       any other  entity listed  in GSA  Order ADM  4800.2D, including  those
       entities listed  in Appendices  A, B,  and  C of  the Order,  and  any
       successor Order  which may  be published  by the  GSA in  the  Federal
       Register. The term Federal Government  End User also includes  federal
       government cost  reimbursement prime  contractors and  management  and
       operating contractors  that  receive proper  authorization  under  FAR
       Part  51  from   federal  agencies  to   make  federal  purchases   or
       acquisitions where  licenses granted and  title to  equipment vest  in
       the Federal Government End User.

  2. TITLE

       You may propose an integrated  solution through a higher-tier  federal
       contractor in fulfillment of  a specific government procurement  where
       title to the Machine passes  ultimately to the federal government.  In
       no event shall you permit transfer of title for any Machine  purchased
       under this Agreement  to other than the  federal government. Under  no
       circumstances may you assign any  of your responsibilities under  this
       Agreement to the Federal Government End User.

  3. BUY AMERICAN ACT I TRADE AGREEMENTS ACT (BAA/TAA)

       We make no representation or certification regarding the domestic or
       foreign origin of Products we provide.

  4. EXPORT OF PRODUCTS

       When the federal government purchases Products and Services for its
       own use outside the United States, (i.e., an embassy or military
       installation) they do count 1) toward your minimum annual attainment
       2) toward determination of your discount or price if the Products and
       Services were acquired directly from IBM by you or 3) for determining
       your marketing or promotional funds. Also, your future supply
       allocations from IBM, if applicable, will not be affected. The
       warranty for such Products will be voided unless the Product is
       returned to the United States for warranty service. Title to the
       Products must reside with the United States government, and the
       United States government must be responsible for the Program
       licenses.

  5. ENDING THE AGREEMENT

       If we terminate  the Agreement without  cause, we will  permit you  to
       continue to market under the terms of the Agreement for 90 days  after
       the termination date.  You agree to  promptly withdraw  any bids  that

       include Products  and Services  which were  anticipated to  have  been
       obtained  under  this  Attachment  unless   we  agree  to  terms   and
       conditions under  the  Federal Systems  Integrator (FSI)  Program  (or
       similar or successor program) for the bid as offered.

<PAGE>

 IBM Business Partner Agreement
 Federal Government Certification Attachment
 ----------------------------------------------------------------------------

 These terms apply only when you market to a Federal Government End User
 under complementary marketing terms. This Attachment contains a summary of
 certain federal government laws and regulations that apply when you market
 to a Federal Government End User. Copies of these laws and regulations may
 be obtained from us at your request. It is important that you understand
 your responsibilities under them, since the federal government has a number
 of remedies (such as levying fines and denying federal government
 procurement awards) when a violation occurs. Please contact us if you have
 any questions regarding this certification.

   1. DEFINITIONS

 Federal Government End User - is the federal government; a federal
 government owned or affiliated (or sponsored) corporation; an organization
 involved in federal procurement activities that are approved to procure
 using our GSA Schedule Contract; and federal prime contractors and
 subcontractors who are engaged in a specific federal procurement
 opportunity.

 Lobbying - is any communication you have with the federal government to
 influence the award of a Federal Government End User contract to us.

 Contractor Bid  or  Proposal Information  -  is a  competitor's  information
 (including  extracts),  marked  "Proprietary",  which  has  been   submitted
 confidentially to  the Federal  Government End  User by  the competitor.  It
 includes information such as:

   1. cost or pricing data;

   2. indirect costs and direct labor rates;

   3. proprietary information about manufacturing processes, operations or
      techniques; and

   4. information legended "Contractor Bid or Proposal Information" or marked
      in accordance with FAR 52.215-12.

 Source Selection Information is the following federal government information
 (including extracts):


 1. documents marked "Source Selection Information";

 2. source selection plans;

 3. source selection board, panel, or advisory reports;

 4. bid prices or costs;

 5. technical evaluation plans;

 6. evaluation of proposals;

 7. competitive range determination;

 8. rankings of bids, proposals, or competitors; and

 9. reports and evaluations of source selection panels, boards or advisory
    councils.


 2.  FEDERAL GOVERNMENT LAWS AND REGULATIONS

     Conflict of Interest

 Certain conflict of interest laws and regulations limit our ability to do
 business with Federal Government End Users if we have an unfair competitive
 advantage because of a conflict of interest.  We may have an unfair
 competitive advantage if you (or anyone who you engage to assist you in
 performing marketing for us):

   1. have worked, or are working, with the federal government on a Federal
   Government End User procurement opportunity for which you will provide
   marketing for us;
   2. have worked, or are working, with an anticipated or known bidder who
   will compete at any contract level as a prime or subcontractor on a
   Federal Government End User procurement opportunity for which you provide
   marketing for us; or
   3. have had, or have, access to Contractor Bid or Proposal or Source
   Selection Information

 Concerning a Federal Government End User procurement  opportunity for  which
 you will provide marketing for us. If any of  the above applies, provide  us
 with a nonconfidential description of each situation  in the space  provided
 below. You agree to update this information in writing immediately when  you
 become aware of "Possible Conflicts of Interests" not already reported to us.

 Possible Conflict of Interest

 Procurement Integrity

 The Procurement Integrity Act and regulations (collectively called the "PI")
 prohibit certain  activities  during  the  federal  government   procurement
 process.

 The PI generally prohibits  engaging in  the  following conduct  during  the
 course of a Federal Government End User procurement:

 1.  discussing future employment or business opportunities with a federal
 government employee who is personally and substantially involved in a
 procurement unless special procedures are followed; and
 2.  obtaining, or disclosing any Contractor Bid or Proposal Information or
 Source Selection Information without written federal government approval
 from the head of the federal agency or designee.

 In addition certain federal government employees may not accept compensation
 from the contractor for a period of  one year after  participating in a  $10
 million transaction with the contractor.

 For this  purpose,  a transaction  includes  participation  in  awarding   a
 contractor or subcontractor, establishing overhead or other rates and making
 payments or settling a claim.

 Lobbying
 you agree that you will not lobby on behalf of IBM within the meaning of the
 Lobbying Disclosure Act of 1995.

 The following are not considered Lobbying, and do not have to be reported:

 1.   communications with a federal government agency that are required  (for
 example, by federal law or regulation) to receive an award.
 2.   certain marketing performed by you prior  to formal  solicitation by  a
 federal  government agency.  These  include  all pre-Request  for   Proposal
 discussions   regarding  the   qualities,   characteristics,    application,
 adaptation, and terms of sales or service of our products; and
 3.   professional and technical services  provided after a solicitation  has
 been  issued.  Such  services, however, must  be  directly  related  to  the
 preparation, submission, or negotiation of the Federal  Government End  User
 contract.

 3. YOUR RESPONSIBILITIES

 You agree to:

 1.  obtain Worker's Compensation and Employer's Liability Insurance;
 2.  comply with, and assist us in complying with all applicable federal laws
     and regulations, including  the  federal  regulations  listed  in   this
     Attachment. You agree to notify us in writing immediately if you believe
     that you, or anyone assisting you to perform marketing may have violated
     any of them;
 3.  provide us with the certifications and related  information we  request;
     and
 4.  provide the Letter of Information for  Federal Government  Customers  to
     your End User.

 Please return a copy of this Attachment to the IBM address specified in your
 Profile.


 IBM Business Partner name: _____________________________________
                               (type or print)

 Date:

 IBM Business Partner number:

 IBM Business Partner address:



 Any  questions   you  have   concerning   this   certification,   or    your
 responsibilities under it, should be directed  to IBM U.S. Federal Contracts
 Relations Department.


<PAGE>

                    List of Applicable Federal Regulations


 Federal Acquisition Regulations (FAR)

 52.203-3   Gratuities
 52.203-5   Covenant Against Contingent Fees
 52.203-6   Restrictions on Subcontractor Sales to the Government
 52.203-7   Anti-Kickback Procedures
 52.203-10  Price or Fee Adjustment for Illegal or Improper Activity
 52.203-11  Certification and Disclosure Regarding Payments to Influence
            Certain Federal Transactions
 52.203-12  Limitation on Payments to Influence Certain Federal Transactions
 52.204-2   Security Requirements
 52.209-5   Certification Regarding Debarment, Suspension. Proposed
            Debarment And Other Responsibility Matters
 52.209-6   Protecting the Government's Interest when Subcontracting with
            Contractors Debarred, Suspended, or Proposed for Debarment
 52.222-1   Notice to the Government of Labor Disputes
 52.222-3   Convict Labor
 52.222-21  Certification of Nonsegregated Facilities
 52.222-26  Equal Opportunity
 52.222-35  Affirmative Action for Special Disabled and Vietnam Era Veterans
 52.222-36  Affirmative Action for Handicapped Workers
 52.222-37  Employment Reports on Special Disabled Veterans and Veterans of
            the Vietnam Era
 52.223-1   Clean Air and Water Certification
 52.223-2   Clean Air and Water
 52.223-5   Certification Regarding a Drug Free Workplace
 52.227-2   Notice and Assistance Regarding Patent and Copyright
            Infringement
 52.228-5   Insurance - Work on a Government Installation
 52.233-3   Protest After Award
 52.249-1   Termination for Convenience of the Government (Fixed Price)
            (Short Form)
 52.249-2   Termination for Convenience of the Government (Fixed Price)


 General Services Administration Regulations (GSAR)

 552.215-70 Examination of Records by GSA

<PAGE>

 IBM Business Partner Agreement
 Attachment for Services Marketing for Remarketers
 ----------------------------------------------------------------------------

 These terms prevail over and are in addition to or modify the Remarketer
 Terms Attachment.

 The following terms govern your marketing of Services the End User purchases
 from you (or if you are our Distributor, from your Remarketer), and which we
 perform under the terms of the IBM Agreement for Services Acquired from an
 IBM Business Partner (IBM Service Agreement). We provide additional terms to
 you, if any, in specific Service Attachments, or transaction documents.


 1.  IBM Services
     Services may be either standard offerings or customized to the End
     User's specific requirements. Each Service transaction may include one
     or more Services that:

      1.   expire at task completion or an agreed upon date;

      2.   automatically  renew  as  another  transaction  with  a  specified
      contract  period.  Renewals   will  continue  until   the  Service   is
      terminated; or

      3.   do not  expire  and are  available  for  use until  either  of  us
      terminates the Service, or we withdraw the Service.

     If we make a change to the terms of a renewable Service that affects
     the End User's current Service Agreement contract period and the End
     User considers it unfavorable and you advise us in writing, we will
     defer the change until the end of that contract period.


 2.  Prices and Payment
     The amount payable for a Service will be based on one or more of the
     following types of charges:

      1.   recurring (for example, a periodic charge for support Services).

      2.   time and materials (for example, charges for hourly Services); or

      3.   fixed price (for example, a specific  amount agreed to between  us
      for a custom Service).

     Services we make available to you on a recurring-charge basis are made
     available for the period indicated in our invoice, statement of work,
     or other transaction document, as applicable. You may market such
     Services only on a recurring charge basis.

     We may increase recurring charges for Services, as well as hourly or
     daily rates and minimums for Services we perform under the IBM Service
     Agreement, by giving you three month's written notice. An increase
     applies on the first day of the applicable invoice or charging period,
     on or after the effective date we specify in the notice;

     We may increase one time charges without notice. However, an increase
     to one time charges does not apply to you if 1) we receive your order
     before the announcement date of the increase, and 2) we make the
     Service available within three months of our receipt of your order.

     Charges for Services are billed as we specify, which may be 1) in
     advance, 2) periodically during the performance of the Service, or 3)
     after the Service is completed.

     Prepaid Services must be used within the applicable contract period. If
     we withdraw a Service for which you prepaid, and we have not fully
     provided such Service, we will give a prorated refund. Unless we
     specify otherwise, we do not give credits or refunds for unused prepaid
     Services.

     If an End User is eligible for a credit under the terms of the IBM
     Service Agreement (for example, a satisfaction guarantee credit, or a
     credit for withdrawn Services not fulfilled), you agree to ensure the
     applicable prorated credit is issued to the End User. We will issue the
     appropriate credit to you. If you are our Distributor, you agree to
     issue the applicable credit to your Remarketer.

  Additional Charges

     We specify in the IBM Service Agreement additional charges that apply
     under specific conditions. When applicable, such charges apply to you.
     Depending on the particular Service or circumstance, if other charges
     apply we will inform you in advance.


 3.  Notices

     Each of us agrees to give the other a copy of notices or requests
     received from or sent to an End User applicable to the IBM Service
     Agreement.

     You agree to ensure certain Services Attachments and transaction
     documents, if any, are made available to End Users for their signature,
     if required. Such documents may have terms in addition to those we
     specify in the IBM Service Agreement.


 4.  Services Requirements Changes

     During the Service period you may update the requirements, including
     adding Products to be covered by the Service, as well as increasing the
     Service requirements. We will adjust our invoicing to you accordingly.


 5.  Termination of Services

     If either IBM or the End User does not meet its obligations concerning
     a Service, the other party may terminate the Service. We will inform
     you of any such termination.

     For a Service the End User terminates, you agree to ensure we are
     provided one month's written notice from the End User. For a Service
     you decide to terminate, you agree to provide one month's written
     notice to us and the End User.

     When an expiring or renewable Service transaction is terminated, such
     termination will result in an adjustment charge equal to the lesser of:

      1. the charges remaining to complete the contract period; or

      2. one of the following if specified in the transaction document -


        a. the charges remaining to complete the contract period multiplied
           by the adjustment factor specified; or

        b. the amount specified.

     You also agree to pay us for all Services we provide and any Material
     we deliver through Service termination and any charges we incur in
     terminating subcontracts.

     Adjustment charges do not apply if you terminate:

      1.  a non-expiring Service on  one month's written notice provided  the
        End  User has  met all       minimum  requirements specified  in  the
        applicable Attachments and transaction documents, if any,

      2.    a  renewable Service  or a  non-expiring maintenance  Service  on
        written  notice,   provided  the  End  User   has  met  the   minimum
        requirements specified in the applicable Attachments and  transaction
        documents, if any, and any of the following circumstances occur:

        a. the eligible Product for which the Service is provided is
        permanently removed from productive use within the End User's
        enterprise;

        b.     an increase in the Service charges, either alone or in
       combination with prior increases over the previous twelve months, is
       more than the maximum specified in

           the applicable transaction document.  If no maximum is  specified,
           then the circumstance does not apply;

        c. the eligible location, for  which the Service  is provided, is  no
           longer controlled by the End User (for example, because of sale or
           closing of the facility), or

        d. the  machine  has been under maintenance Services for at least six
           months and you ensure, for a  Service the End User terminates,  we
           have been  provided one  month's written  notice by  the End  User
           prior to  terminating the  maintenance Service.  For such  Service
           which you decide to  terminate, you agree  to provide one  month's
           written notice to us.

<PAGE>

 IBM Business Partner Agreement
 Attachment for IBM as Subcontractor for Services
 ----------------------------------------------------------------------------

 These terms prevail over and are in addition to or modify the Remarketer
 Terms Attachment

 IBM Services

 1. Services

  When you engage IBM as a subcontractor, Services may be either standard
  offerings or customized to your specific requirements. Each Service
  transaction is described in a statement of work and may include one or
  more Services that:

     1.    expire at task completion or an agreed upon date;
     2.    automatically renew as another transaction with a specified
           contract period. Renewals will continue until either of us
           terminates the Service; or
     3.    do not expire and are available for your use until either of us
           terminates the Service, or we withdraw the Service.

 2. Personnel

  Each of us is responsible for the supervision, direction, and control of
  our respective personnel.  We reserve the right to determine the assignment
  of our personnel.

  We may subcontract a Service, or any part of it, to subcontractors
  selected by us.

 3. Commitment of IBM Resources

  You must obtain our written consent prior to each offer or commitment of
  our resources you make.

 4. Exclusive Remedy

  You will include the following statement in your contract with your End
  User:

     (End User name)'s exclusive remedy for any and all damages under this
     Agreement, including, but not limited to, consequential, indirect, or
     special damages, is against (IBM Business Partner name) and not any
     subcontractors.

 5. Trademarks and Trade Names

     Under   this  Attachment,   i.e.,   when  IBM   provides  Services   as   a
  subcontractor, neither of us grants the other the right to use its (or  any
  of the Enterprise's) trademarks, trade names, or other designations in  any
  promotion or publication without prior written consent.

 6. Price and Payment

  The  amount payable  for a Service  will be  based on  one or  more of  the
  following types of charges:

  1. recurring (for example, a periodic charge for support Services);

  2. time and materials (for example, charges for hourly Services); or


  3. fixed price (for example, a specific amount agreed to between us for a
     custom Service).

  Depending  on the particular Service,  or circumstance, additional  charges
  may  apply (such as special handling or  travel related expenses). We  will
  inform you in advance whenever additional charges apply.

  Charges  for Services are  billed as we  specify which may  be in  advance,
  periodically  during the performance of the  Service, or after the  Service
  is completed.

  Amounts  are due upon  receipt of invoice  and payable as  we specify in  a
  transaction  document. You  agree to  pay accordingly,  including any  late
  payment fee.

  If any  authority imposes a duty, tax, levy, or fee, excluding those  based
  on  our net income,  upon any transaction  under this  Agreement, then  you
  agree  to pay that amount as specified  in the invoice or supply  exemption
  documentation.

  Recurring charges may be based on measurements of actual or authorized  use
  (for  example,  meter readings  for  maintenance Services).  You  agree  to
  provide actual usage data as we specify.

  We may increase recurring charges for Services, as well as labor rates  and
  minimums  for Services provided under this  Agreement, by giving you  three
  months'  written  notice. An  increase  applies on  the  first day  of  the
  invoice  or charging period on  or after the effective  date we specify  in
  the notice.

  You  receive the benefit of a decrease in charges for amounts which  become
  due on  or after the effective date of the decrease.

  Services for  which you prepay must be used within the applicable  contract
  period.  Unless we  specify otherwise, we  do not give  credits or  refunds
  for unused prepaid Services.


 7.  Materials Ownership and License

   "Materials" are  literary works  or  other works  of authorship  (such  as
   programs, program  listings,  programming tools,  documentation,  reports,
   drawings and  similar works)  that we  may deliver  to you  as part  of  a
   Service. The term "Materials" does  not include licensed program  products
   available under their own license agreement. We will specify Materials  to
   be delivered  to you.  We or  third  parties have  all right,  title,  and
   interest (including ownership  of copyright) in  Materials created  during
   the Service performance period or  otherwise (such as those that  preexist
   the Service). We will deliver one copy of the specified Materials to  you.
   We authorize  you to  grant your  End User  an irrevocable,  nonexclusive,
   worldwide, paid-up license to  use, execute, reproduce, display,  perform,
   and distribute, within their Enterprise  only, copies of these  Materials.
   No other licenses or rights  (including licenses or rights under  patents)
   are granted to you or your End User.

   You agree to require your End User in any resulting contract to  reproduce
   the copyright notice and any other legend of ownership on any copies  made
   under the license granted in this Section.

   Any idea, concept,  know-how, or technique  which relates  to the  subject
   matter of  a Service and  is developed  or provided  by either  of us,  or
   jointly by both  of us, in the  performance of a  Service may (subject  to

   applicable patents and copyrights) be freely used by either of us.


  8. Changes to Service Terms

   We may change the terms of Services that are renewable or non-expiring  by
   giving you three  months' written notice. However,  these changes are  not
   retroactive. They apply immediately to renewal transactions and as of  the
   effective date we specify in  the notice to all existing transactions.  If
   we make a change to the terms of a renewable Service that 1) affects  your
   current contract period and 2) you consider unfavorable, at your  request,
   we will defer it until the end of that contract period.

   When both of us agree to change any Services statement of work other  than
   as described above,  we will prepare a  written description at the  agreed
   change (called a "Change Authorization"), which both of us must sign.  The
   terms of a  Change Authorization prevail  over those of  the statement  of
   work and any of its previous Change Authorizations.


 9.  Automatic Renewal

   We will  renew automatically  all  Renewable Services  for a  same  length
   contract period  unless either  of us  provides written  notification  (at
   least one month prior to  the end of the  current contract period) to  the
   other, of its intent not to renew.


 10. Termination and Withdrawal

   Either of  us may  terminate a  Service if  the other  does not  meet  its
   obligations concerning the Service.

   You may terminate  a non-expiring Service,  without adjustment charge,  on
   one month's  written  notice to  us, provided  you  have met  all  minimum
   requirements  specified in  the  applicable  Attachments  and  transaction
   documents.

   You may  terminate  a renewable  Service  and a  non-expiring  maintenance
   Service without adjustment charge, on  written notice to us, provided  you
   have met all minimum requirements specified in the applicable  Attachments
   and transaction documents and any of the following circumstances occur:

          1.    your End User permanently  removes the eligible Product,  for
          which the Service is provided, from productive use within your  End
          User's Enterprise;
          2.    the eligible location, for which the Service is provided,  is
          no longer  controlled by  your End  User (for  example, because  of
          sale or closing of the facility); or
          3.    the machine has been under maintenance Services for at  least
          six months  and you  give us one  month's written  notice prior  to
          terminating the maintenance Service.

   For all other  circumstances, you may terminate  an expiring or  renewable
   Service  transaction on  one  month's  written  notice  to  us,  but  such
   termination will result in adjustment charges equal to the lesser of:

     1.    the charges remaining to complete the contract period; or
     2.    one of the following if specified in the transaction document -
           a.  the  charges  remaining   to  complete  the  contract   period
       multiplied by the adjustment factor specified, or
           b. the amount specified.

   You agree  to pay us  for all  Services we  provide and  any Materials  we
   deliver  through  Service  termination  and   any  charges  we  incur   in
   terminating subcontracts.

   We may  withdraw a renewable  or non-expiring  Service or  support for  an
   eligible Product on three month's written notice to you. If we withdraw  a
   Service for which you have prepaid and  we have not yet fully provided  it
   to your End  User, we will give  you a prorated refund.  If we withdraw  a
   Service or terminate your IBM Business Partner Agreement, we may  continue
   to provide Services  for the remainder  of the contract  period for  which
   you have already paid. However, no additional Services may be added.

   Any terms which  by their nature extend  beyond termination or  withdrawal
   remain in effect  until fulfilled and apply  to respective successors  and
   assignees.


 11. Service for Machines

   We provide certain  types of repair  and exchange Service  either at  your
   End User's or your location  or at a service  center to keep machines  in,
   or  restore   them   to,  conformance   with  their   official   published
   specifications. We may  repair the failing machine  or exchange it at  our
   discretion.

   When the type of Service  requires that you or  your End User deliver  the
   failing machine to us, you  agree to ship it  or have it shipped  suitably
   packaged  (prepaid  unless  we  specify   otherwise)  to  a  location   we
   designate. After  we  have repaired  or  exchanged the  machine,  we  will
   return it  to  you or  your End  User at  our  expense unless  we  specify
   otherwise. We are responsible for loss  of, or damage to, your End  User's
   machine while it is 1) in our possession  or 2) in transit in those  cases
   where we are responsible for the transportation charges.

   You agree to:

     1.    obtain authorization from the owner to  have us service a  machine
           that your End User does not own; and
     2.    where applicable, before we provide Service -
        a. follow the problem  determination, problem  analysis, and  service
           request procedures that we provide,
        b. secure all programs, data, and funds contained in a machine, and
        c. inform us of changes in a machine's location.

   When Service  involves the  exchange of  a machine  or part,  the item  we
   replace becomes our property and the replacement becomes your End  User's.
   You represent  that  all removed  items  are genuine  and  unaltered.  The
   replacement may  not be new,  but will  be in  good working  order and  at
   least  functionally equivalent  to  the  item  replaced.  The  replacement
   assumes the warranty  or Service status  of the replaced  item. Before  we
   exchange a machine  or part,  you agree to  remove, or  have removed,  all
   features, parts,  options,  alterations,  and attachments  not  under  our
   service. You  also agree to  ensure that  the item  is free  of any  legal
   obligations or restrictions that prevent its exchange.

   Any feature,  conversion, or upgrade  we service  must be  installed on  a
   machine which is 1) for certain machines, the designated,  serial-numbered
   machine  and  2)  at  an  engineering-change  level  compatible  with  the
   feature, conversion, or upgrade.

   Repair and exchange Services do not cover:

     1.  accessories, supply items, and  certain parts, such as  batteries,
         frames, and covers;
     2.  Machines damaged  by  misuse, accident,  modification,  unsuitable
         physical or operating environment, or improper maintenance  by you
         or your End User;
     3.  Machines with removed or  altered machine or parts  identification
         labels;
     4.  failures caused by a product for which we are not responsible; or
     5.  service of machine alterations.

   We manage and install engineering  changes that apply to IBM machines  and
   may also perform preventive maintenance.

   We provide maintenance Services for selected non-IBM machines.


 12. Other Maintenance Coverage

   Whenever you order maintenance Services  for machines, we will inform  you
   of the date on which maintenance  Services will begin. We may inspect  the
   machine within one month following that date. If the machine is not in  an
   acceptable condition  for  service, you  may  have  us restore  it  for  a
   charge. Alternatively,  you  may  withdraw your  request  for  maintenance
   Services. However, you will be charged for any maintenance Services  which
   we have performed at your request.

 13. Warranty for IBM Services

   For each IBM Service, we warrant that we perform it:

    1.   using reasonable care and skill; and
    2.   according to its current description (including any  completion
         criteria) contained in an Attachment, or a transaction document.

 14.  Extent of Warranty

   THIS  WARRANTY  IS  YOUR  EXCLUSIVE   WARRANTY  AND  REPLACES  ALL   OTHER
   WARRANTIES OR CONDITIONS, EXPRESS OR  IMPLIED, INCLUDING, BUT NOT  LIMITED
   TO,  THE  IMPLIED  WARRANTIES  OF   MERCHANTABILITY  AND  FITNESS  FOR   A
   PARTICULAR PURPOSE.

 15. Items Not Covered by Warranty

   We  do  not   warrant  uninterrupted  or   error-free  operation  of   any
   deliverable or Service.

   Unless we  specify otherwise, we  provide Materials  and non-IBM  Services
   WITHOUT WARRANTIES  OF ANY KIND.  However, non-IBM  suppliers may  provide
   their own warranties to you.

<PAGE>

 IBM Business Partner Agreement
 Attachment for ServiceSuite for Remarketers
 ----------------------------------------------------------------------------

 These terms prevail over and are in addition to or modify the Attachment for
 Services Marketing for Remarketers.

 The following terms govern your marketing of ServiceSuite the End User
 acquires from you or if you are our Distributor, from your Remarketer.


   1. Scope of Services

   We will provide to the End User the Services, selected by the End User
   and described in the Statement of Work for Services Acquired from a
   Business Partner - ServiceSuite (called "Statement of Work"), for the
   Machines we specify (called "Eligible Machines"). The Eligible Machines,
   the Services that apply to them, and the charges for these will be
   identified in a Schedule. The Schedule will also identify the Specified
   Locations at which the Services will be provided. A Specified Location
   may be the End User's entire information processing environment, or a
   portion thereof, which may be resident at multiple sites or a single
   building.


   2. Contract Period

   Where the End User has selected a commitment of two, three, four, or five
   years, Eligible Machines, Specified Locations, or new Services added to
   the Statement of Work following its start date will assume the remaining
   portion of the existing contract period.

   Note:  The phrase "contract period" in this Attachment refers only to
   contract period of the Statement of Work and not to any contract period
   referenced in the IBM Business Partner Agreement, including any of its
   other attachments.

   We will renew the Services that apply for each Specified Location on the
   contract period end date for the number of years (called the "Renewal
   Contract Period") specified. Thereafter, we will automatically renew for
   same length periods unless you notify us in advance of the End User's
   desire to change the length of the renewal. Charges will be recalculated
   based on the length of the Renewal Contract Period and each subsequent
   renewal period. Either of us can select not to renew by providing written
   notification (at least one month prior to the end of the current contract
   period) to the other of their decision not to renew.


   3. Your Responsibilities

   You agree to:

      1.   provide us with an inventory in which the End User has identified
      all Eligible Machines to be covered at each Specified Location. All
      Eligible Machines of the same type at a Specified Location must be
      included in the coverage. You also agree to ensure that the End User
      identifies all Eligible Machines for which we are to provide warranty
      service;
      2.   notify us whenever the End User wishes to add Eligible Machine
      types to an existing Specified Location or set up new Specified
      Locations; and
      3.   provide us with information we request which is related to our
      provision of these Services to the End User and notify us of any
      changes.


   4. Mutual Responsibilities
   If at any time either of us or the End User requests a review of the
   inventory count, each of us will cooperate in updating the last formal
   inventory.


   5. Automatic Inventory Increases

   We will automatically increase the inventory count at a Specified

   Location whenever:

      1.   an Eligible IBM Machine is added to the End User's inventory. If
      the Machine is under warranty when added, maintenance Services will
      commence at warranty exit. If the Machine is not under warranty when
      added, maintenance Services will commence at the later of a) the date
      of installation or b) the previous yearly anniversary of the start of
      the contract period. IBM Machines specifically excluded from coverage
      at contract period start will remain outside the scope of the contract
      unless you request we add them during thecontract period. However, all
      Eligible IBM Machines added to the End User's inventory during the
      contract period will be included in the inventory count and receive
      maintenance Services as set out in this Section; or

      2.   an Eligible Non-IBM Machine, of the same type as other Non-IBM
      Machines already covered at that Specified Location, is added to the
      End User's inventory. If the Machine is under warranty when added,
      maintenance Services will commence at the later of a) the date of
      installation or b) the previous yearly anniversary of the start of the
      contract period.

   The maintenance Services that apply for these Machines will be the same
   as that which the End User is receiving for all other Eligible Machines
   of the same type.

   Newly installed IBM Machines of the same type for which the End User is
   already receiving Warranty Service Upgrade will be added at date of
   actual installation and will be covered at the same Warranty Service
   Upgrade support level.


   6. Charges and Payment

   We specify applicable charges for the current contract year and the
   associated payment option in the Schedule. We calculate our charges to
   you based the End User's Machine volumes, Service selections, and payment
   options.

   You have one of three price protection options:

      1.   Price Protection for Each Contract Year Only

   We may revise charges to you however, any rate increase will not take
   effect until the next yearly anniversary of the start of the contract
   period. At the start of each contract year, you will be invoiced at the
   charge rates that are then in effect. We will not issue advance notice of
   charge rate changes.

   All newly added Eligible Machines and Services, as well as changes to
   existing Eligible Machine configurations and Services, will assume the

   charge rate that applied for these at the previous yearly anniversary of
   the start of the contract period. Eligible Machines and Services that
   become generally available during the contract period will be added at
   the charge rate that applied on their initial availability date.

      2.   Price Protection for the Entire Contract Period

   We will not increase charges for included Eligible Machine configurations
   and Services for the entire contract period. All newly added Eligible
   Machines and Services, as well as changes to existing Eligible Machine
   configurations and Services, will assume the charge rate that applied for
   these at contract period start. We will add Eligible Machines and
   Services that become generally available during the contract period at
   the charge rate that applied on their initial availability date. You will
   receive the benefit of a decrease in applicable charges for amounts which
   become due on or after the effective date of the decrease.

      3.   Price Protection for Contract Period Prepayment

   If you elect to prepay for the entire contract period, you will not be
   subject to increases in charges (during that period) for included
   Eligible Machine configurations and Services. All newly added Eligible
   Machines and Services, as well as changes to existing Eligible Machine
   configurations and Services, will assume the charge rate that applied for
   these at contract period start. Eligible Machines and Services that
   become generally available during the contract period will be added at
   the charge rate that applied on their initial availability date. If you
   elect to have these charge terms apply for the Renewal Contract Period
   charges (as recalculated at the start of each renewal period), you must
   provide us written notification (at least one month prior to the start of
   the renewal period) and prepayment for the entire renewal period.
   Otherwise, charges for the renewal period will revert to a quarterly
   billing cycle and the following will apply throughout the renewal period:

      1.   we may revise charges to you however, any rate increase will not
      take effect until the next yearly anniversary of the start of the
      contract period. At the start of each contract year, you will be
      invoiced at the charge rates that are then in effect. We will not
      issue advance notice of charge rate changes;

      2.   all newly added Eligible Machines and Services, as well as changes
      to existing Eligible Machine configurations and Services, will assume
      the charge rate that applied for these at the previous yearly
      anniversary of the start of the contract period; and

      3.   Eligible Machines and Services that become generally available
      during the renewal period will be added at the charge rate that
      applied on their initial availability date.

   Total Services charges may be adjusted whenever:

      1.   a review of the inventory count indicates a change from the last
           accounting; or

      2.   a Specified Location, Eligible Machine type, or Service is added,
           deleted, or changed.

   For all Service charges based on usage, upon our request you will provide
   us with the End User's actual meter reading recording the actual usage.


   7. Termination

   If a contract period of one contract year with a one year renewal is
   selected, you may terminate Services for an Eligible Machine, on notice
   to us, if the End User permanently removes it from productive use within
   the End User's Enterprise. You or the End User may also terminate
   Services for any or all Eligible Machines by providing us one month's
   written notice, after they have been covered under the Statement of Work
   for at least one year. You will receive a credit for any remaining
   prepaid period associated with Services you or the End User terminate in
   accordance with the provisions of the Statement of Work.

   If a commitment of two, three, four, or five years is selected for all
   Eligible Machines identified in the initial inventory, you or the End
   User may terminate Services for an Eligible Machine (which is not being
   removed from productive use within the End User's Enterprise or replaced
   by an equivalent Eligible Machine or Service), you or the End User may do
   so by providing us one month's written notice, after it has been covered
   under this Statement of Work for at least one year, and paying an
   adjustment fee. The adjustment fee is calculated by multiplying the
   monthly charge by the number of years of the commitment, e.g., if the
   number of years of the commitment is three, then the adjustment fee is
   equal to the result of multiplying the monthly fee by the number three.

   After allowing for applicable adjustments, you will receive a credit for
   any remaining prepaid period associated with Services you terminate in
   accordance with the provisions of the Statement of Work.


   8. Satisfaction Guarantee

   If, for any reason, the End User 1) is not completely satisfied with a
   Service we provide to the
   End User under the Statement of Work, 2) notifies us in writing within
   one month of the time the End User first becomes dissatisfied and 3) we
   are unable to resolve the problem to the End User's satisfaction, you
   will receive a credit equal to the prorated charge for the Service for
   the period of time the End User is dissatisfied.


   9. ServiceSuite Service Packages

   Detailed descriptions  of the ServiceSuite Service Packages are  available
   from your IBM representative.

<PAGE>

 IBM Business Partner Agreement
 Exhibit for ServiceSuite for Remarketers
 ----------------------------------------------------------------------------
 Exhibit No.: SSR-029                        Effective Date: December 1, 2002

 When identified with an "A" In the "Distributor" column, the service Is
 available to Distributors at the discount specified in the Distributor
 Schedule A. When identified with a "--"  in this column, the service is
 available to Distributors at the remarketing discount specified in this
 table.

                        [* 6 pages of tables omitted]


<PAGE>

 IBM Business Partner Agreement
 Attachment for Financing Services
 From IBM Credit Corporation
 ----------------------------------------------------------------------------

 The terms of this Attachment modify or are in addition to and prevail over
 the IBM Business Partner Agreement - General Terms, the IBM Business Partner
 Agreement for Solution Providers, the IBM Business Partner Agreement for
 Resellers, and the Service Provider-Remarketer Terms Attachment for Managed
 Services Solution, as applicable. "We" refers to IBM Credit Corporation.

 If you are an IBM Distributor, any term regarding your activities or
 responsibilities with an End User may be performed by you. Alternatively,
 such activities may be performed by your IBM approved Solution Provider or
 Reseller, as applicable. In such case, you are responsible to ensure the
 Solution Provider or Reseller has been approved under the terms of this
 Attachment.


    1.     Appointment as Agent

    We appoint you as our agent under the terms of this Attachment solely
    for the purpose of offering to End Users IBM Credit Corporation
    financial products ("Financing Services") for Products and Services and
    any associated products and services you market, and to advertise
    availability of our offerings; both subject to terms in this Attachment
    including its attached Exhibit "A".

    This relationship between you and us is that of agent and principal, and
    is not a joint venture, partnership, employer/employee relationship or a
    joint enterprise of any kind. Except as specifically permitted herein,
    neither of us is permitted to represent the other, bind the other by its
    own acts, or control the manner, means or prices of such other's
    business.


    2.     Our Relationship

    Responsibilities

    Each of us agrees that:

     a.    we reserve the right, without liability to you, to discontinue or
     vary availability of Financing Services to you, a specific End User or
     End Users generally:

     b.    we reserve the right for any reason not to accept all or part of
     any proposed Financing Services proposal;

     c.    we may issue, without notice under this Attachment, additional
     Exhibits, which will apply to Financing Services proposals you submit
     to us following the effective date of such Exhibit;

     d.    we have no right to affect your pricing of products and services
     and items which are to be financed under this Agreement;

     e.    you will not make any representations, warranties or promises of
     any type on our behalf to End Users or any other parties, unless
     specifically authorized by us; and

     f.    you have no authority to negotiate terms or conditions of our
     financing agreements, or to change or alter any prices provided by us.


    Other Responsibilities

    You agree:

     a. to designate a point of contact within your organization who will
        serve as the primary point of contact for matters relating to the
        business relationship with us;

     b. to present to each End User interested in obtaining financing for
        information technology equipment and related programs and services,
        a Financing Services proposal approved in advance by us. You will
        ensure that the End User clearly understands that Financing Services
        are being provided directly from us as lessor or, in the case of
        government or government sub-contractor End Users, as financier.
        Unless we specify otherwise you will also attach a copy of our
        standard financing agreement and make certain that the End User
        agrees that only our terms will apply to the Financing Services being
        provided;

     c. to encourage participation in education which we provide for your
        employees involved in the selling of our Financing Services;

     d. to assist us in obtaining financial information we require from a
        potential End User in order to perform a credit evaluation;

     e. to  provide  administrative   assistance  to  ensure  completion   of
        transactions, e.g., provide us with information required to  generate
        financing   rates  and   financing  contracts,   including   hardware
        configurations  and   descriptions  of  charges   for  programs   and
        services, and  ensure that documentation we  require to initiate  the
        financing transactions is executed by the End User;

     f. to  make  End Users  aware  that  their signature  on  our  financing
        agreement  is an  offer  looking to  financing  from us  and  is  not
        binding on us unless and until accepted by us in writing;

     g. to comply  with our  procedures relating  to financing  originations,
        including  providing End  Users, before  obtaining their  signatures,
        with   the  current   version   of  any   financing   agreement   and
        documentation  we  supply,  and  any  relevant  IBM  Credit  customer
        brochures;

     h. to resolve any  End User issues or  questions relating to supply  and
        performance of  Machines, Programs, or  Services arising during  your
        relationship with the End User;

     i. to warrant to us that products  to be sold by you and financed by  us
        are new and  if not new, then identified as  such and conveyed to  us
        with good and valid title, free of all encumbrances;

     j. to  warrant to  us that  you will  remain fully  responsible for  all
        warranty and similar obligations to the End User, in the same  manner
        and to the same extent as if the End User acquired the products  from
        you without any financing from us;

     k. if you  request  that  program  costs or  fees  be  included  in  the
        Financial Services proposal and we approve and pay you directly, that
        all obligations concerning the  program and its  use, remain  between
        the End User and either you or the program provider, and not us;

     l. that, aside from the End  User's obligation to pay  us, no rights  or
        duties as to the  program apply  to us and  you will  take no  action
        which contradicts this;

     m. to provide us  with, or  assist us  in obtaining,  your invoices  and
        invoicing documentation for all machines, programs and services being
        provided to the End User and financed by us. Invoices must accurately
        provide description of the machines, programs and services, End  User
        name, invoice number, purchase amount and payee name and address;

     n. to  ensure  your  invoices  or  invoicing  documentation   accurately
        provides machine's  serial number, and  the detail  of the  machines,
        programs and  services you  have sold,  along with  the specific  End
        User price associated with each;

     o. to  report, collect  and  remit any  taxes  you are  responsible  for
        levied in connection  with your licensing programs, selling  machines
        and providing services;

     p. to warrant to us  that all services  to be performed  by you or  your
        designees and financed by us were bargained  for by the End User  and
        if for any reason the services are not performed you will immediately
        notify  us and we will negotiate  appropriate adjustments with you or
        the End User;

     q. to ensure  that no misleading  or false representations  are made  in
        relation to the Financing Services arrangements; and

     r. to  ensure  that  all  advertising  which  references  our  offerings
        conforms  to  the IBM  Credit  Advertising  Guidelines  for  Business
        Partners, and  to review with  us any advertising  not conforming  to
        such guidelines prior to presentation.

    We agree to:

     a. designate a  point of contact  within our  financing organization  to
        serve as the primary point of contact for you;

     b. provide financing  to your IBM  Credit approved End  Users for  their
        information technology equipment and related programs and services;

     c. deliver financing proposals to you in a timely fashion;

     d. provide  appropriate  educational offerings  for  your  personnel  in
        order to  help them more effectively  market our Financing  Services;
        and

        e. provide payment of the documented purchase price and programs  and
           services charges for any financing transaction with the End  User.
           Payment will be made during the settlement period upon our receipt
           of the required documentation.


    3.     Remuneration

    If we offer you fees for End User financing transactions under the  terms
    of this Attachment, we will specify such fees in Exhibit A.


    4.     Trademarks

    Under the  terms of this  Attachment, neither party  shall have,  without
    the other  party's prior written  consent, the right  to use the  other's
    trademarks or trade  names, or to  refer to the  other party directly  or
    indirectly in connection with any product, promotion or publication.


    5.     Termination of Appointment

    You  may terminate  this appointment  at any  time by  providing  written
    notice to us. We may terminate this appointment at any time by  providing
    you with 30 days prior  written notice. We may terminate this  Attachment
    if the Business  Partner Agreement between you  and IBM ends. No  further
    Financing Services  transactions initiated  by you  and submitted  to  us
    after  we  provide such  notice  will  qualify  for  the  terms  in  this
    Attachment.

<PAGE>

 IBM Business Partner Agreement
 Marketing of Used Equipment Attachment
 ----------------------------------------------------------------------------

 The terms of this Attachment apply to Used Equipment Products (Used
 Equipment) you acquire from the IBM Credit Corporation under the terms of
 its Agreement (IBM Credit Corporation Agreement). The terms regarding your
 acquisition of Used Equipment from IBM Credit Corporation are covered by the
 terms of the IBM Credit Corporation Agreement between you and the IBM Credit
 Corporation.

 All acquisition terms (for example, ordering and delivery, price, and
 inventory adjustment) of the IBM Business Partner Agreement are not
 applicable to Used Equipment. The terms of the IBM Business Partner
 Agreement apply only to the marketing of Used Equipment.

 A breach of the terms of the IBM Credit Corporation Agreement is grounds for
 us to terminate our approval of you under the terms of this Attachment as
 well as our approval of you under the terms of your IBM Business Partner
 Agreement.

      Exclusions

      Used Equipment sales  revenue and volumes  do not count  toward any  of
      your measurements (for example, Minimum Annual Attainment or  marketing
      funds) nor towards determining your discount

 ----------------------------------------------------------------------------
 This Attachment and the  referenced IBM Business  Partner Agreement are  the
 complete agreement  regarding this  relationship, and  replace any  oral  or
 written communications between us.  By signing below, each  of us agrees  to
 the terms  of this  Attachment. Once  signed, 1)  any reproduction  of  this
 Attachment made by reliable means (for  example, photocopy or facsimile)  is
 considered an original, to the extent permitted under applicable law, and 2)
 all activities you perform under this Attachment are subject to it.


 Agreed to: Business Partner                   Agreed to:
                                               Country Organization name)


 By __________________________                 By __________________________
    Authorized Signature                         Authorized Signature


 Name (type or print):                         Name (type or print):

 Date:                                         Date:

 IBM Business Partner address:                 IBM Address:

   After signing, please return a copy of this Attachment to the IBM  address
   shown above.

<PAGE>

 IBM Business Partner Agreement
 Attachment for the Acquisition of IBM Personal
 Computer Products and Services from IBM PartnerChoice
 ----------------------------------------------------------------------------

   The terms of this Attachment are in addition to or modify and prevail
   over the terms of the IBM Business Partner Agreement for Resellers, the
   IBM Business Partner Agreement for Solution Providers, and the Remarketer
   Terms Attachment.

   Under the terms of this Attachment, you may acquire IBM Personal Computer
   Products and Services we specify, from IBM PartnerChoice. If applicable,
   you remain eligible to acquire these Products and Services from any IBM
   Personal Computer Distributor.

 Prices

   We may approve additional discounted pricing for a specific End User
   opportunity you identify at the time of order. Sale of discounted
   Products and Services to an End User other than the specified End User,
   if applicable, or to an End User for other than its own internal use, or
   other sales in violation of the IBM Business Partner Agreement are
   ineligible for discounts. Such sales may result in the termination of
   this Attachment and your Business Partner Agreement and recovery by IBM
   of the discount amount, in addition to any other remedies available to
   IBM under the Business Partner Agreement.

   Our price to you is the price in effect on the date we receive your
   order. However, a price credit adjustment will be made for Products and
   Services where the ibm.com price has been reduced prior to or on the date
   of shipment or the Service start date, as applicable.

   Products and Services are not eligible for price adjustment if we
   decrease the price after shipment.

 Ordering and Delivery

   We will ship Products and Services, to your address, your End Users
   address, or if you are an IBM Distributor, your resellers address, as you
   specify in your order.

   Upon becoming aware of any discrepancy between our shipping manifest and
   the Products and Services received from us, you agree to notify us
   immediately. We will work with you to reconcile any differences.

   Although we do not warrant delivery dates we will use reasonable efforts
   to meet your requested delivery dates.

   We select the method of transportation and pay associated charges for
   Products and Services we ship. Other transportation options may be
   available. If you select any such option, we will specify if you are
   responsible for any applicable charges.

   We will use reasonable efforts to meet your request for modification or
   cancellation of an order if we receive your request a minimum of 10
   business days before the order is scheduled to be shipped. We may apply a
   cancellation charge for any such orders we cancel. We will inform you if
   a cancellation charge applies and where such charge is specified.

   We transfer a Machine's title to you upon shipment. Any prior transfer of
   title to a Machine reverts back to IBM when it is accepted by us as a
   returned Machine.

   We do not transfer title to Programs.

   For each Machine, IBM bears the risk of loss or damage up to the time it
   is delivered to the IBM-designated carrier for shipment to you or, if you
   request and IBM agrees, your Customer. Thereafter, you assume the risk.
   The Machine will be covered by insurance, arranged and paid for by IBM
   for you, covering the period until it is delivered to you or your
   Customer. For any loss or damage, you must 1) report the loss or damage
   in writing to IBM within 30 calendar days of delivery and 2) follow the
   applicable claim procedure.


 Reseller Tax Exemption

   You agree to provide us with your valid reseller exemption document for
   each applicable taxing jurisdiction to which we ship Products and
   Services. If we do not receive such documentation, we will charge you
   applicable taxes and duties. You agree to notify us promptly if this
   documentation is rescinded or modified. You are liable for any claims or
   assessments that result from any taxing jurisdiction refusing to
   recognize your exemption.


 Installation and Warranty

   We provide instructions to enable the setup of Customer-Set-Up-Machines.
   We are not responsible for the installation of Programs on non-IBM
   Machines. We do, however, pre load Programs onto certain Machines. We
   provide a copy of our applicable warranty statement to you. You agree to
   provide it to the customer for review before the sale is finalized,
   unless we specify otherwise.

   We calculate the expiration date of an IBM Machine's warranty period from
   the Machine's Date of Installation. Warranty terms for Programs are
   described in the programs' license terms. We provide non-IBM Products
   WITHOUT WARRANTIES OF ANY KIND, unless we specify otherwise. However,
   non-IBM manufacturers, suppliers or publishers may provide their own
   warranties to you.

   For non-IBM Products we approve you to market, you agree to inform your
   customer in writing 1) that the Products are non-IBM, 2) the manufacturer
   or supplier who is responsible for warranty (if any), and 3) of the
   procedure to obtain any warranty service.

 The Date of Installation for a Customer-Set-Up Machine

   The Date of Installation for a Customer-Set-Up-Machine is the date the
   Machine is installed which you or your Remarketer, if applicable, record
   on the End Users sales receipt. You must notify us of this date upon our
   request.

 General

   We may audit your records regarding your marketing of the IBM Personal
   Computer Products and Services you acquire from IBM PartnerChoice. You
   agree to provide us with copies of invoices, delivery documents and other
   related documents on our request.

   Products and Services you order under the terms of this Attachment:

     1. may not be returned to us, other than those determined to be
        defective on arrival (DOA); and
     2. are eligible for applicable marketing and promotional offerings.

   If we terminate this Attachment, we may do so without prior notice.

    We may modify the terms of this Attachment on one months written notice.
    Such changes are not retroactive.


 ____________________________________________________________________________

 By signing below, you agree that you have read and agree to the terms and
 conditions that govern acquisition of IBM Personal Computer Products and
 Services from IBM PartnerChoice.


 Agreed to:                              Agreed to:
 IBM Business Partner Organization       International Business Machines

 By:__________________________           By:_________________________

 Name (type or print):                   Name (type or print):

 Date:                                   Date:

 Address:                                Address:

 IBM Location ID: ________________
 Phone Number:    _______________________
 e-Mail Address:  _____________________________


<PAGE>

 IBM Business Partner Agreement
 Internet Service Provider Attachment
 ----------------------------------------------------------------------------

 The applicable terms of this Attachment apply to Business Partners approved
 for Products and Services we specify as available for marketing as part of a
 Managed Services Solution.

      The following are additional terms to the Business Partner Agreement.

      Managed Services Solution

      Managed Services Solutions include those solutions for which you a)
      manage a revenue generating network and b) provide solutions that
      operate exclusively on End User data.

      You may either retain title to the Machines which are used in
      conjunction with your Managed Services Solution or pass title to the
      End User.

      Such solutions must connect to and utilize the revenue generating
      network and include at least one of the following 1) Internet access,
      2) Web e-commerce, or application hosting or 3) Internet, intranet, or
      extranet services.

 Use of an Agent

      Under the terms of this Attachment, you may engage an agent only to
      assist you in your marketing activities for your approved Managed
      Services Solution.  You retain all responsibilities and obligations of
      your IBM Business Partner Agreement.

      You agree to inform your agent that regardless of the relationship they
      may have with IBM, if any, when they are acting on your behalf, they
      may not use the IBM logo, IBM Business Partner Emblem, represent
      themselves as an IBM Business Partner or make any representations on
      behalf of IBM.  You are responsible for all their activities when they
      are acting on your behalf under the terms of this Attachment.

 Programs

      When, as part of your Managed Services Solution, you acquire an IBM
      Program for installation on a machine and you control the Program and
      you and the End User have access to such Program, regardless of the
      machine's physical location, you are the Program's licensee.

      When, as part of your Managed Services Solution, you acquire an IBM
      Program for installation on a machine and the End User has access to
      and control of the Program, regardless of the machine's physical
      location, the End User is the Program's licensee.  You market such
      Programs under the applicable remarketer terms of the Agreement.

 Ordering and Delivery

      You must advise us at the time of order if you will retain title for
      the Products you are ordering.

<PAGE>

 IBM
 APPROVED VALUE ADDED ENHANCEMENTS
 ----------------------------------------------------------------------------

  The following listing confirms the IBM approved Value Added Enhancements
  (VAE) or Approved Solutions (AS) your firm is approved to market under
  the terms and conditions of your authorized IBM Business Partner Agreement
  and Profile.


  Jack Henry & Associates, Inc.
                                       Product
                                       VAE or AS
                                       Exhibit      Approval Date


                                        RS6O          10-30-02
  Episys
  INDUSTRY:     Finance

  ELIGIBLE PRODUCTS:
     pSeries and RS/6000 - all models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o  If marketing rights - sale, installation and implementation of an
     eligible IBM product; or
     If jointly marketing - installation and implementation of an eligible
     IBM product when sold by Jack Henry & Associates, Inc.; with the
     following application and listed modules:

  Episys
  Modules: Share Accounting, Share Draft Account, General
  Ledger, Loan Accounting, Certificates of Deposit

  o  Billed Value Measurement required: No

  o  Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry & Associates. Inc. to
    jointly market


                                        A400          10-30-02
                                        RS60
  Internet Managed Services
  INDUSTRY:     Outsourcing

  ELIGIBLE PRODUCTS:
  o  iSeries and AS/400 - Entry and Growth models
  o  Netfinity - All models
  o  pSeries and RS/6000 - All models
  o  Storage - All models
  o  POS - 4614, 4694, 4800, 4840
  o  zSeries and S/390 --All models

  MINIMUM VAE SOLUTION REQUIREMENTS

  o  To meet the requirements of this VAE, the Business Partner
  -  Manage a revenue generating network
  -  Provide solutions that connect to and utilize the network
  -  Manage and deliver solutions/services that fall into
     one or more of the following areas:

  1. Internet Access
     Basic Access: dial-up, dedicated line, or wholesale bandwidth:
  -- Search and navigation
  -- Advanced media
  -- IP backbone
  -- Connectivity services

  2. Web e-commerce, or application hosting services
     Shared, dedicated, or co-located hosting, such as:
  -- Content hosting
  -- Collaboration hosting
  -- Commerce hosting, e-payments, electronic storefront
  -- Multimedia hosting
  -- Transaction hosting
  -- Application hosting

  3. Internet, intranet, or extranet services:
     Internet Protocol (IP)-based higher value added
     services, such as:
  -- Virtual Private Networks
  -- Voice over Internet Protocol (VoIP)
  -- Message services: e-mail, fax, telex, unified messaging
  -- Content aggregation; portals, vertical portals
  -- Trading networks
  -- Exchanges, auctions, marketplaces
  -- Security services
  -- Application services
  -- Internet network management
  -- Subscriber services and billing

  o  Configuration, integration, implementation, and customization of the
     VAE's solutions/offerings with the eligible products.

  o  Billed Value Measurement required: No (BVM is not applicable to
     zSeries, S/390, storage or Netfinity products)

  o  Face-to-Face Meeting required: No

  o  zSeries Face-to-Face Meeting required: No

  o  zSeries Operating System Currency required: No

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS
  o  Approval by the Director, Global Services Provider Sales, IBM Global
     Channel Sales

  o  zSeries Brand approval for zSeries or S/390 products


  Competitive System Conversion
  INDUSTRY: Cross

  ELIGIBLE PRODUCTS:
  o  iSeries -- Entry and Growth models
  o  pSeries and RS/6000 --All models
  o  MES Processor/Model Upgrades -- No

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o  Sale, installation, and implementation of an eligible product and
     associated operating system at a customer establishment where you
     convert and/or port one or more programs or applications and data
     from a competitive vendor's system to a current-technology  IBM system

  o  Perform pre-procurement marketing activities, such as analyzing
     customer requirements, mapping to IBM solutions, and recommending
     appropriate alternatives

  o  Proposal to the customer must include the new system configuration in
     detail: a complete listing of the hardware, software, and services to
     be provided

  o  Billed Value Measurement required: No

  o  Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o  Certification Requirements: One IBM eServer sales and technical
     certification at the firm level for each server product applicable
     to the end-user solution

  o  Sales Location Required: No

  o  Business Partners approved for this VAE may compete equally with
     all other VAEs


                                        A400          11-16-02
  CIF 20/20

  INDUSTRY: Finance

  ELIGIBLE PRODUCTS:
  o  iSeries and AS/400 - Entry and Growth models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o  If marketing rights - sale, installation and implementation of an
     eligible IBM product; or If jointly marketing - installation and
     implementation of an eligible IBM product when sold by Jack Henry
     & Associates, Inc.; with the following application and listed modules:

  CIF 20/20

  Modules: Customer Information File and at least four of the
  following: Customer Profitability, Demand Deposit Accounting,
  Savings Accounting, Club Accounting, Account Analysis,
  Overdraft Protection, Cash Sweep, Account Reconciliation,
  Time Deposit Accounting, Repurchase Agreements, Individual
  Retirement Accounting, Automatic Funds Transfer, ACH
  Origination, General Ledger, Accounts Payable, Equity Loans,
  Loan Pricing, Safe Deposit Box Accounting, Audit Confirmations,
  Stockholder Accounting, Executive Reminder System, Loan
  Collections, Cash Reserve, Loan System, Gap Analysis, Report
  Distribution System, Job Accounting, Collateral Tracking,
  Enhanced Statement, Enhanced Account Analysis, Cash
  Management, JHA StreamLine Platform System

  o  Billed Value Measurement required: No

  o  Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry &
    Associates, Inc. to jointly market


                                        A400          11-16-02
  SilverLake System
  INDUSTRY: Finance

  ELIGIBLE PRODUCTS:
  o iSeries and AS/400 - Entry and Growth models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o  If marketing rights - sale, installation and implementation of an
     eligible IBM product; or If jointly marketing - installation and
     implementation of an eligible IBM product when sold by Jack Henry &
     Associates, Inc.; with the following application and listed modules:

  SilverLake System
  Modules: Customer Information File and at least four of the
  following: Customer Profitability, Demand Deposit Accounting,
  Savings Accounting, Club Accounting, Account Analysis,
  Overdraft Protection, Cash Sweep. Account Reconciliation,
  Time Deposit Accounting, Repurchase Agreements, Individual
  Retirement Accounting, Automatic Funds Transfer, ACH
  Origination, General Ledger, Accounts Payable, Equity Loans,
  Loan Pricing, Safe Deposit Box Accounting, Executive Reminder
  System, Loan Collections, Cash Reserve, Loan System, Gap
  Analysis, Report Distribution System, Job Accounting, Collateral
  Tracking, Enhanced Statement, Enhanced Account Analysis.
  Cash Management, JHA StreamLine Platform System

  o   Billed Value Measurement required: No

  o  Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:

  o Marketing rights from or selected by Jack Henry & Associates, Inc.
    to jointly market


                                  A400                11-16-02
  PassPort.pro
  INDUSTRY:     Finance

  ELIGIBLE PRODUCTS:
  o iSeries and AS/400 - Entry and Growth models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o  If marketing rights - sale, installation and implementation of an
     eligible IBM product; or If jointly marketing - installation and
     implementation of an eligible IBM Product when sold by Jack Henry
     & Associates, Inc.; with the following application and listed modules:

  PassPort.pro
  Modules: Communications link between the core processing
  systems and the ATMs and at least four of the following: On-line
  Memo Posting, Stand-in Processing, Automatic Negative File
  Update, Switched Network Support, Switch Certification,
  Hardware Encryption/Decryption, Multiple PC Support, Pager
  Support, Full Message Logging, Automatic Settlement, Full
  Transaction Logging, ARM Status Inquiry, Up to 99 Service
  Charge Combinations, Card Maintenance, ATM and Customer
  History Inquiries, Settlement/Maintenance/Exception Reports,
  Cash and POS Withdrawal Limits

  o Billed Value Measurement required: No

  o Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry & Associates, Inc.
    to jointly market


                                        A400          11-16-02
  Liberty
  INDUSTRY:        Finance

  ELIGIBLE PRODUCTS:
  o iSeries and AS/400 - Entry and Growth models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o  If marketing rights - sale, installation and implementation of an
     eligible IBM product; or If jointly marketing - installation and
     implementation of an eligible IBM product when sold by Jack Henry &
     Associates, Inc.; with the following application and listed modules:

  Liberty

  Modules: Customer Information File and at least four of the
  following: Customer Profitability, Demand Deposit Accounting,
  Savings Accounting, Certificate of Deposit Accounting,
  Individual Retirement Accounting, Commercial Loan
  Accounting, Installment Loan Accounting, Mortgage Loan
  Accounting, Account Reconciliation, Automatic Clearing
  House, On-line Proof of Deposit. Financial Information System,
  Asset and Liability Management, Executive Information System

  o Billed Value Measurement required: No

  o Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry & Associates, Inc.
    to jointly market


                                        A400          11-15-02
  SuperCheck Proof of Deposit
  INDUSTRY:     Finance

  ELIGIBLE PRODUCTS:
  o iSeries and AS/400 - Entry and Growth models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o  If marketing rights - sale, installation and implementation of an
     eligible IBM product; or If jointly marketing - installation and
     implementation of an eligible IBM product when sold by Jack Henry &
     Associates, Inc.; with the following application and listed modules:

  SuperChek Proof of Deposit
  Modules: On-line Reject Re-entry, On-line Balancing, Cash
  Letters, High Dollar Cutoff, Transit/Routing Number Repair,
  Process Control, Programmable Ink Jet Messages, Audit Trail,
  U.S. and Canadian Item Capabilities, Interface, Remote Job
  Entry and Printback, User Defined Tables

  o Billed Value Measurement required: No

  o Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry & Associates, Inc.
    to jointly market


                                        A400          11-16-02
  SuperSORT
  INDUSTRY:     Finance

  ELIGIBLE PRODUCTS:
  o Series and AS/400 - Entry and Growth models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o  If marketing rights - sale, installation and implementation of an
     eligible IBM product; or If jointly marketing - installation and
     implementation of an eligible IBM product when sold by Jack Henry &
     Associates, Inc.; with the following application and listed modules:

  SuperSORT
  Modules: Cycle Sort, Bulk Filing of Checks, Fine Sorts,
  Exception Sorts, Statement Sorts, User Defined Special
  Sorts, Menu Driven Operations, Check Sorting

  o Billed Value Measurement required: No

  o Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry & Associates, Inc.
    to jointly market


                                        A400          11-16-02
  SuperIMAGE
  INDUSTRY:     Finance

  ELIGIBLE PRODUCTS:
  o iSeries and AS/400 - Entry and Growth models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o  If marketing rights - sale, installation and implementation of an
     eligible IBM product; or If jointly marketing - installation and
     implementation of an eligible IBM product when sold by Jack Henry &
     Associates, Inc.; with the following application and listed modules:

  SuperIMAGE
  Modules: Check Sorting, Proof of Deposit, Image Archive,
  Image Statements, Remote Image Capture, Statement
  Preparation/Rendition

  o Billed Value Measurement required: No

  o Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry & Associates, Inc.
    to jointly market


                                        A400          11-16-02
  TimeTrack
  INDUSTRY:     Finance

  ELIGIBLE PRODUCTS:
  o iSeries and AS/400 - Entry and Growth models


  MINIMUM VAE SOLUTION REQUIREMENTS:
  o If marketing rights - sale, installation and implementation of an
    eligible IBM product; or If jointly marketing - installation and
    implementation of an eligible IBM product when sold by Jack Henry &
    Associates, Inc.; with the following application and listed modules:

  TimeTrack
  Modules: Electronic Time and Attendance, Multi-Company
  Processing, Electronic Deposit, Voluntary Deductions, 401K
  Processing, On-line Inquiry, Quarter-end/Year-end Processing,
  EEO Reporting, Applicant Tracking, COBRA Tracking, Job
  Posting Tracking

  o Billed Value Measurement required: No

  o Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry & Associates, Inc.
    to jointly market


                                        A400          11-16-02
  lmageMAX
  INDUSTRY:        Finance

  ELIGIBLE PRODUCTS:
  o iSeries and AS/400 - Entry and Growth models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o If marketing rights - sale, installation and implementation of an
    eligible IBM product; or If jointly marketing - installation and
    implementation of an eligible IBM product when sold by Jack Henry &
    Associates, Inc.; with the following application and listed modules:

  ImageMAX
  Modules: Check Sorting, Exception Item Processing, Proof of
  Deposit, Image Archive, Image Statements, Check Transaction
  Processing

  o Billed Value Measurement required: No

  o Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry & Associates, Inc.
    to jointly market

                                        A400          11-16-02
  Vertex Teller
  INDUSTRY:        Finance

  ELIGIBLE PRODUCTS:
  o iSeries and AS/400 - Entry and Growth models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o If marketing rights - sale, installation and implementation of an
    eligible IBM product; or If jointly marketing - installation and
    implementation of an eligible IBM product when sold by Jack Henry &
    Associates, Inc.; with the following application and listed modules:

  Vertex Teller
  Modules: Customized Transaction Setup, Balancing Functions,
  Research Functions, Electronic Journal, Statistical Reports,
  Branch Comparisons, Performance Recap, Alert and CIF
  Message, Memo Posting and Host Application Inquiry

  o Billed Value Measurement required: No

  o Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry & Associates, Inc.
    to jointly market

                                        A400          11-16-02
  Peerless2l
  INDUSTRY:        Finance

  ELIGIBLE PRODUCTS:
  o iSeries and AS/400 - Entry and Growth models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o If marketing rights - sale, installation and implementation of an
    eligible IBM product; or If jointly marketing - installation and
    implementation of an eligible IBM product when sold by Jack Henry &
    Associates, Inc.; with the following application and listed modules:

  Peerless2l
  Modules: Customer Information File, Demand Accounting,
  Bulk Filing, Savings Accounting, Certificate of Deposit
  Deposit, Safe Deposit Box Rental, Stockholder Accounting,
  Installment Loans, Mortgage Loans, Commercial Loans,
  Loan Pricing, Asset/Liability Management, Account Analysis,
  Automatic Funds Transfer, Automatic Clearing House, Audit
  Confirmation

  o Billed Value Measurement required: No

  o Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry & Associates, Inc.
    to jointly market


                                        A400          11-16-02
  Conductor
  INDUSTRY:     Finance

  ELIGIBLE PRODUCTS:
  o Series and AS/400 - Entry and Growth models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o If marketing rights - sale, installation and implementation of an
    eligible IBM product; or If jointly marketing - installation and
    implementation of an eligible IBM product when sold by Jack Henry &
    Associates, Inc.; with the following application and listed modules:

  Conductor
  Modules: Share Accounting, Loan Accounting, Share Drafts,
  Certificates of Deposit, Payroll, Automatic Funds Transfer,
  Subsidiary Shares, General Ledger


  o Billed Value Measurement required: No

  o Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry & Associates, Inc.
    to jointly market


                                        RS60          11-15-02
  Core Director
  INDUSTRY:        Finance

  ELIGIBLE PRODUCTS:
  o pSeries and RS/6000 - all models

  MINIMUM VAE SOLUTION REQUIREMENTS:
  o If marketing rights - sale, installation and implementation of an
    eligible IBM product; or If jointly marketing - installation and
    implementation of an eligible IBM product when sold by Jack Henry &
    Associates, Inc.; with the following application and listed modules:

  Core Director
  Modules: Central/Personal File and at least four of the
  following: Demand Deposit Accounting, Account Analysis,
  Certificates of Deposit, Loan Accounting, Individual Retirement
  Accounting, Savings Accounting, Inter Branch Accounting,
  General Ledger, Report Generator

  o Billed Value Measurement required: No

  o Face-to-Face Meeting required: Yes

  MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
  o Marketing rights from or selected by Jack Henry & Associates, Inc.
    to jointly market


  ---------------------------------------------------------------------------
  The following  listing  confirms the  IBM  approved VAEs  that  require  an
  authorized sales location. You are  approved to market under the terms  and
  conditions of your  authorized IBM Business  Partner Agreement and  Profile
  at  these  authorized  sales  locations.  VAEs  that  do  not  require   an
  authorized sales location  may be marketed by  any sales location for  your
  firm  under  the  terms  and  conditions  of  your  IBM  Business   Partner
  Agreement, Profile and applicable Attachments and Exhibits.
  Location ID


                          City                     VAE
  Location ID   Product   State or                 Approval
  LOC/ID        Exhibit   Province                 Date           VAE Title
  ------        -------   --------                 ----           ---------