<PAGE>

                                                                   EXHIBIT 10.32

                                   SERVICES


                                 DISTRIBUTION
                                   AGREEMENT


                                    Between


                                MANAGEDSTORAGE
                                 INTERNATIONAL

                                      And


                               PCsupport.com Inc.
                           AGREEMENT NUMBER 901-005
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<S>                                                                   <C>
1.   DEFINITIONS.                                                     35
2.   APPOINTMENT.                                                     35
3.   TERM.                                                            36
4.   CHARGES.                                                         36
5.   DISTRIBUTOR'S OBLIGATIONS AND REPRESENTATIONS.                   37
6.   MANAGED STORAGE'S OBLIGATIONS.                                   40
7.   MUTUAL OBLIGATIONS.                                              43
8.   INDEMNIFICATION BY DISTRIBUTOR.                                  44
9.   INDEMNIFICATION BY MANAGED STORAGE.                              45
10.  DISCLAIMER OF WARRANTY ON SERVICE.                               45
11.  LIMITATION OF REMEDIES.                                          46
12.  TRADEMARKS.                                                      47
13.  TERMINATION.                                                     49
14.  GENERAL.                                                         51
</TABLE>
<PAGE>

This Agreement (this "Agreement") is made between MANAGEDSTORAGE INTERNATIONAL,
10075 Westmoor Drive, Broomfield, Colorado 80021-2569 (hereinafter called
"ManagedStorage"), and PCsupport.com, Inc., Suite 280-4400 Dominion Street,
Burnaby, BC, Canada V5G 4G3 (hereinafter called "Distributor").


Whereas, ManagedStorage has developed a combination of hardware and software
products into services more fully described in Schedules Al A2 and A3, and;
                                               ----------------------
Whereas, ManagedStorage desires to grant and Distributor desires to obtain
certain rights to market and resell said Service in accordance with the terms
and conditions of this Agreement and;

Now therefore, in consideration of the above premises and mutual promises set
forth below, and intending to be legally bound, the parties agree as follows:

DEFINITIONS.

Defined terms in this Agreement may be used in the singular or the plural, as
the context requires. As used in this Agreement, the following terms shall have
the meanings set forth below:

     "Agent" means any sales representative utilized by Distributor.

     "Billing Period" means the period selected by each Subscriber in the
     Subscription Agreement as to which the Subscriber will be billed for in
     advance, and for which the Subscriber is then entitled to the use of the
     Service.

     "Client Software" means the software licensed to each Subscriber solely for
     the purpose of accessing the said Services.

     "Distributor Direct Subscribers" means those subscribers who contract
     directly with Distributor for the use of Services and other Distributor
     services.

     "Distributor Indirect Subscribers" means those subscribers who contract
     with a reseller of Distributor for use of Services and other Distributor's
     services.

     "Distributor Subscribers" means either Distributor Direct Subscribers or
     Distributor Indirect Subscribers.

     "Effective Date" means the date of last signature by authorized
     representatives of each of the parties on the signature page of this
     Agreement.

     "Services" or "Service" means the supply of remote data management
     services, including the registration systems, to Subscribers based on
     ManagedStorage hardware and software delivered through ManagedStorage as
     more fully described in Schedules Al A2 and A3 as well as Schedules Bl B2
                             -------------------------------------------------
     and B3.
     ------

     "Subscriber" means customers of ManagedStorage or Distributor, including
     without limitation, individuals, partnerships, corporations, government
     agencies, and other commercial and non-commercial enterprises who use
     Services for internal business purposes.

     "Subscription Agreement" means the agreement whereby Distributor
     Subscribers agree to become contractually bound to Distributor to pay for,
     and obtain the right to use, the Service, substantially in the form of
     Schedule D to this Agreement. ManagedStorage acknowledges that
     ----------
     Distributor's version of Subscription Agreement may not refer to
     ManagedStorage in any form.

     "Symbols" means the name r any abbreviation thereof, its acronym, logotype
     or other trademarks or trade names of either ManagedStorage International
     or Distributor.

     "This Agreement" includes the schedules and exhibits attached hereto.

APPOINTMENT.

Subject to the terms and conditions set forth in This Agreement, ManagedStorage
appoints Distributor as a non-exclusive reseller of the Services under
Distributor's trade names and trademarks and Distributor accepts the
appointment.
<PAGE>

Distributor shall be entitled to resell the Service to Distributor Subscribers
either directly, or through the use of Agents who solicit orders on behalf of
Distributor, or through the use of resellers who will resell the Service to
Distributor Subscribers provided that such Agents meet ManagedStorage's
standards of understanding of the Services and provided further that such Agents
do not have any conflicts of interest through representation of other services.
Any Agent shall be treated as the agent of Distributor and subject to the
relevant obligations of this Agreement. Distributor shall be liable to
ManagedStorage for any actions of such Agents, in the same manner as if
Distributor performed such actions. Distributor also agrees to obligate any
reseller to adhere to provisions substantially similar to the provisions herein
contained.

In connection with the resale of the Service, Distributor is hereby granted the
limited, nonexclusive license to distribute the client software needed to access
the Service to potential Subscribers, but only pursuant to a license agreement
substantially in the form of Schedule E hereto, which license agreement must
                             ----------
either be signed by the potential Subscriber, acknowledged by means of an on-
line "click" prior to download, when delivered electronically, or through an
enforceable "shrink-wrap" format.

TERM.

Effective Date.

     This Agreement shall take effect on the Effective Date and continue for a
     period of two (2) years. Unless This Agreement has been terminated earlier
     pursuant to Section 13, the Agreement will be automatically extended for
                 ----------
     additional one (1) year periods unless either party elects to terminate any
     extension period by providing the other party with ninety (90) days written
     notice prior to the commencement of any extension period.

CHARGES.

Applicable Charges.

     The applicable charges for the Service shall be specified in Schedule C of
                                                                  ----------
     This Agreement. Distributor will pay the fees for the Services to
     ManagedStorage monthly in arrears. Distributor shall pay ManagedStorage for
     Services within thirty (30) days from the date of invoice by
     ManagedStorage. ManagedStorage will provide, monthly, a master invoice
     which will include a list of all Distributor Subscribers' accounts for the
     previous month. Distributor will pay all taxes properly due in respect of
     the Services. Distributor will remain liable for Service provided to
     Distributor Subscribers for which ManagedStorage cannot collect, whether
     due to billing protest, or any other action taken by Distributor
     Subscribers which results in charge reversals by ManagedStorage.

     Where defined in Schedules Bl B2 and B3 of This Agreement, ManagedStorage
                      ----------------------
     will supply credit card processing services for the purpose of accepting
     payments from Distributor's Direct Subscribers. This service will be
     provided in accordance with the pricing to the Distributor specified in
     Schedule C of This Agreement. Regardless of payment processing and
     ----------
     collection mechanism all Distributor Direct Subscribers will be customers
     of Distributor.

Charges.

      Charges for services supplied to Distributor by ManagedStorage, and
      related to the Service but not covered by this Agreement shall be
      performed at ManagedStorage's then-current time-and-materials rate. If any
      payment due hereunder is not made by Distributor within thirty (30) days
      after the invoice date, late charges of one and one-half percent (1-1/2%)
      per month may, at ManagedStorage's option, be due and payable with respect
      to such payment.

Price Changes.

      The prices set forth on Schedule C for the Service are subject to change
                              ----------
      upon ninety (90) days written notice from ManagedStorage to Distributor.
<PAGE>

Taxes.

     All prices referred to hereunder are exclusive of any taxes, duties or
     governmentally imposed levies (including, but not limited to, value added,
     property, sales, transfer, use, privilege, excise or similar taxes or
     import duties or fees) imposed or levied by the U.S.A., any other
     applicable jurisdiction, the shipping point jurisdiction or any other
     federal, state, provincial or local governmental or regulatory authority or
     entity, (or other amounts levied in lieu thereof) based upon or measured by
     charges set forth in this Agreement, including sales of Service, its use,
     the Licensed Program, or other services provided. Distributor shall be
     responsible for and shall promptly pay any such taxes, duties or levies (or
     reimburse ManagedStorage therefor, and ManagedStorage may adjust
     remittances otherwise due to Distributor to reflect such sums), except
     taxes based upon the net income of ManagedStorage.

Billing Responsibility.

     For those circumstances where ManagedStorage is performing credit card
     processing services, Distributor may at any time during the term of This
     Agreement directly assume the responsibility for billing Distributor
     Subscribers and collecting the amounts due, provided Distributor gives
     ManagedStorage ninety (90) days prior written notice.

Assumption of Billing.

     In the event Distributor assumes responsibility for billing, to ensure the
     full and complete payment of all amounts owed to ManagedStorage under this
     agreement, ManagedStorage shall be permitted to withhold revenues and
     remittances otherwise due to Distributor to the limit of the amounts under
     dispute, until all debits and credits are cleared.

DISTRIBUTOR OBLIGATIONS AND REPRESENTATIONS.

Orders for Services.

     All Orders for the Service will be submitted by Distributor or Distributor
     Subscribers to ManagedStorage electronically by means of the processes
     identified in Schedules Bl B2 and B3 utilized during the software
                   ----------------------
     registration. Fulfillment by ManagedStorage of any order shall be dependent
     upon the grant of appropriate licenses and permits and the compliance with
     any applicable export, import and other laws as may be applicable.

Promotion of Service.

Distributor Facilities and Personnel.
------------------------------------

          Distributor agrees to provide and maintain, without any expense to
          ManagedStorage, a suitable place of business with adequate and
          efficient sales and service personnel and facilities. Distributor
          further agrees to provide all ordinary service to Distributor
          Subscribers, as the nature of the business makes necessary or
          desirable in connection with the sale or distribution of the Services.

Sales Activity and Advertising.
------------------------------

          Distributor agrees to actively and diligently canvass and solicit the
          trade in connection with the Services, and in general to make
          commercially reasonable efforts to sell the Services. Distributor's
          promotion efforts shall include:

          (1) Disseminating information, created for the subscriber provided by
              ManagedStorage to the Distributor field personnel, which
              information may include any Subscriber service bulletin, and
              Subscriber field application notes;

          (2) Conducting or participating in at least one seminar or trade show
              per year. With ManagedStorage's prior approval, the reasonable
              costs directly arising from conducting or
<PAGE>

              attending seminars and trade shows may be deducted from the
              advertising and promotional allowance set forth in Section 6.h of
                                                                 -----------
              This Agreement.

          (3) (3) Advertising relating to the Service shall follow the general
              statements made in the advertising prepared and distributed by
              ManagedStorage. Distributor shall not make claims in its
              advertising which exceed or contradict claims made by
              ManagedStorage in its prepared or printed material referring to
              the Service. In all cases, all advertisements shall contain a
              prominent secondary reference to ManagedStorage's name indicating
              the actual commercial origin of the Service advertised, in
              accordance with the Trademark Usage Guidelines attached to This
              Agreement as Schedule G. All such sales activity and advertising
                           ----------
              by Distributor shall be the responsibility of Distributor without
              any expense to ManagedStorage, except as set forth in Section 6.h
                                                                    -----------
              herein. Distributor acknowledges that ManagedStorage, at its own
              expense, shall have the right to continue promotion and
              advertising activities to Subscribers in order to encourage sales
              of the Service.

          (4) Client Software shall, unless mutually agreed otherwise in writing
              by ManagedStorage and Distributor, include visible reference in
              the software "Splash Screen" to ManagedStorage. Such reference
              shall be in compliance with Schedule G to this Agreement. If
                                          ----------
              ManagedStorage and the Distributor mutually agree not to include
              such reference, then similar reference will be included in the
              "Help About" dialogue box in the Client Software.

Staff Competence.

     Distributor shall provide a staff conversant with the technical language
     conventional to the Services and similar computer products in general, and
     develop sufficient knowledge of the industry, the Services, and competitive
     products, including specifications, features and benefits, so as to be able
     to explain in detail to Subscribers and prospective Subscribers the
     difference between the Services and competitive products or services.

Pass-Through of Terms and Conditions.

     Distributor must secure its Subscribers' agreement to the terms and
     conditions attached hereto as Schedule D, by means of either a "click-on"
                                   ----------
     box in an online Subscription Agreement or a signed document reviewed and
     accepted by each Subscriber during registration to the Service.

Distributor Subscriber Training.

     When requested by Subscriber the Distributor shall conduct training for
     Distributor Subscribers based on ManagedStorage's training materials or
     materials approved by ManagedStorage only.

Distributor Subscriber Support.

     Distributor shall provide "Level 1" customer support to its Subscribers,
     taking first calls from such customers, and attempting to diagnose the
     source of such Subscriber's difficulty, applying known fixes, ensuring that
     such Subscriber has correctly installed the client software, where
     applicable, and ensuring that the source of the difficulty does not reside
     in Distributors services to Subscriber that facilitate access to the
     Service, only then escalating the problem to ManagedStorage's support
     personnel for the Service.

          If, after twelve months, Distributor escalates more than ten percent
          (10%) of the calls that Distributor should have resolved as part of
          its Level 1 Support, ManagedStorage will increase Distributor's costs
          for the Services as otherwise determined according to Schedules C by
                                                                -----------
          ten percent (10%) such that if Distributor was previously entitled to
          a discount off list equal to 25%, it would be reduced to 15%, for each
          of the following months' revenue, until such time as Distributor
          reduces such rate of wrongful escalation below ten percent (10%).
<PAGE>

Subscriber Authentication.

     Authentication of the Subscriber will be the sole responsibility of
     Subscriber. ManagedStorage will not assume any responsibility for
     legitimacy of the Subscriber, Subscriber's password discipline or any
     related billing issues.

Capacity Requirements.

     Distributor will communicate to ManagedStorage any information, which could
     affect Subscriber access or load, including but not limited to:

Distributor's communications infrastructure (dial-in numbers, pop servers, and
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the like);
--------

Any special promotions offered by Distributor;
---------------------------------------------

Distributor system change (network, server, etc.);
------------------------------------------------

Distributor support structure (contact numbers, escalation process, etc.), or;
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Any customer contracts which will result in a material increase in the demand
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for Services. Once such information has been communicated to ManagedStorage,
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ManagedStorage will have thirty (30) days in which to make the necessary
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adjustments to its infrastructure, broadly defined, in order to satisfy the
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demand, pursuant to the service level agreements described in Schedules Bl B2
-----------------------------------------------------------------------------
and B3.
------

Use of Service.

     Distributor Subscribers shall not use the Service for storage, possession
     or transmission of any information, the possession, creation or
     transmission of which violates any state, local or federal law, including
     without limitation, stolen materials, obscene materials or child
     pornography. SUBSCRIBER'S STORAGE SPACE AND DATA FILES THEREOF MAINTAINED
     BY MANAGEDSTORAGE ARE SUBJECT TO EXAMINATION BY LAW ENFORCEMENT OFFICIALS
     OR OTHERS WITHOUT DISTRIBUTOR'S OR ITS SUBSCRIBER'S CONSENT UPON
     PRESENTATION TO MANAGEDSTORAGE OF A SEARCH WARRANT OR SUBPOENA, PROVIDED
     SUCH EXAMINATION COMPLIES WITH THE ELECTRONIC COMMUNICATIONS PRIVACY ACT,
     18 U.S.C. (S)2701 et.seq.

Access to Service.

     Distributor is responsible for ensuring that Distributor Subscribers have
     adequate communication services necessary to access the Service whether
     through Distributor facilities or otherwise.

Termination by Distributor Subscribers.

     Distributor must permit Distributor Subscribers to terminate the Service.
     Upon notice from the Distributor Subscriber, ManagedStorage will suspend
     such Distributor Subscriber's account access at the end of the then current
     Billing Period. Failure to provide such notice to ManagedStorage at least
     seven (7) business days prior to the end of a Billing Period will result in
     liability for another full Billing Period. After suspension of access,
     ManagedStorage will retain the data as set forth in Section 6.e.
                                                         -----------
Internet Accessible Web Page.

     Distributor will maintain an Internet accessible web page containing the
     following minimum information:
<PAGE>

ManagedStorage-approved high level description of the Service, and;
------------------------------------------------------------------

Fee structure for access to the Service by Subscribers.
------------------------------------------------------

MANAGEDSTORAGE OBLIGATIONS.

Supply of Service.

     ManagedStorage shall supply the Service to Distributor's Subscribers,
     subject to the terms of this Agreement. ManagedStorage's obligation to sell
     to Distributor, supply and deliver Service is, at all times, subject to the
     most recent usage capacity requirements forecasted by Distributor and
     accepted by ManagedStorage; provided, however, that notwithstanding the
     foregoing, ManagedStorage reserves the right to discontinue the sale to
     Distributor of Service at any time if, in the sole discretion and business
     judgment of ManagedStorage, the provision of said Service becomes
     economically or otherwise unfeasible. In the case of any such
     discontinuance, ManagedStorage shall provide one hundred twenty (120) days'
     notice of such intention to discontinue.

No Responsibility for Data.

     No bailment or similar obligation is created between Subscriber (and / or a
     Subscribers designated users) or Distributor and ManagedStorage with
     respect to any Subscriber's stored data. Subscriber will be responsible for
     assigning passwords, where applicable, to restrict access to the
     Subscriber's data. Subscriber is solely responsible for maintaining the
     confidentiality of such passwords, including restricting the use of the
     password by Subscriber's designated users. Each Subscriber shall be
     responsible for all use of the Service accessed through the use of
     Subscriber's password. MANAGEDSTORAGE SHALL HAVE NO RESPONSIBILITY OR
     OBLIGATION TO DISTRIBUTOR, SUBSCRIBERS, OR OTHER USERS OF THE SERVICE TO
     MONITOR, SUPERVISE OR OVERSEE THE CONTENTS OF FILES STORED ON THE SERVICE.

Non-competition by ManagedStorage

     ManagedStorage will not directly compete with Distributor in the PC
     hardware temporary replacement business. This commitment will continue for
     the full term of This Agreement and will in no way be contingent on
     Distributor meeting minimum revenue commitments.

ManagedStorage Promotion of Distributor

     ManagedStorage will actively promote Distributor as a strategic partner.
     This support will include the following:
<PAGE>

joint press release
-------------------

joint analyst calls and press tour
----------------------------------

prominent logo placement on ManagedStorage web-site, with click-over to
-----------------------------------------------------------------------
Distributor home page
---------------------

lead sharing from ManagedStorage sales force
--------------------------------------------

will facilitate Distributor's training of ManagedStorage sales force in
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Distributor's offerings and value propositions
----------------------------------------------

Right to Perform System Backups.

     ManagedStorage may make copies of all files stored as part of the servers
     utilized in connection with some of the Services. ManagedStorage is not
     obligated to archive such copies and will utilize them only for backup
     purposes. They will not be accessible to Subscriber or Distributor.

Training, Technical Training and Support.

Technical Support and Sales Training.
------------------------------------

     ManagedStorage agrees to provide Distributor with up to five (5) days of
     sales training at Distributor's site or, at the option of Distributor at
     ManagedStorage's site, at no cost to Distributor. These days may be used
     together and/or separately in any combination so long as they are used
     within one year of the date of execution of this Agreement.

Training Materials.
------------------

     ManagedStorage shall make its training materials available to Distributor.

Travel and Lodging Expenses
---------------------------

     It will be the responsibility of the Distributor to pay all travel and
     lodging expenses for their own employees while attending ManagedStorage
     courses.

     Support Services.
     ----------------

     ManagedStorage shall provide reasonable "Level 2" and "Level 3" telephone
     support services to Distributor Services as set forth in the Service Level
     Agreements contained in Schedules Bl 82 and B3. The support phone number
                             ----------------------
     will be available twenty-four (24) hours each day, including weekends and
     holidays. ManagedStorage will respond to Distributor in accordance with the
     service level agreement defined in Schedules Bl 82 and B3.
                                        ----------------------

Technical Assistance.
--------------------

     ManagedStorage will respond within a reasonable time by electronic mail,
     facsimile or telephone to any question received from Distributor concerning
     resolution of software problems. If the problem is not resolved within five
     (5) working days, ManagedStorage will confirm escalation of the problem
     situation and nominate a contact for Distributor at ManagedStorage.
     Detailed processes are identified in Schedules Bl B2 and B3.
                                          ----------------------

Subscriber Access to Data.

     If Distributor suffers some event, including a Force Majeure event that
     takes Distributor off-line for a prolonged period, ManagedStorage will hold
     the data of Distributor's Subscribers online for a period of
<PAGE>

     sixty (60) days and make such data available to those Subscribers when
     requested by the Subscriber. ManagedStorage will not redirect access to
     such Subscribers data through another party except at the direction of
     Distributor, and will require that Subscribers wishing to switch to another
     participating reseller of the Service download their files and comply with
     Distributor's then-existing exit procedures. In addition, ManagedStorage
     will deny access to any Subscriber's data upon request of Distributor;
     provided, however, that Distributor shall hold ManagedStorage harmless
     from, and defend ManagedStorage against, any claims, losses, cost or damage
     that results from compliance by ManagedStorage with such instructions.

Service information, collateral and advertising formats.

     ManagedStorage shall provide to Distributor reasonable quantities of the
     following items at no charge, and additional quantities on a chargeable
     basis:

Information regarding changes and innovations in the performance serviceability,
-------------------------------------------------------------------------------
use and application of all Services;
-----------------------------------
Data. electronic collateral and electronic manuals on the sale and support of
-----------------------------------------------------------------------------

the Services; Samples of promotional materials, advertising brochures, and other
--------------------------------------------------------------------------------

advertising materials, and; Formats to use for advertising in newspapers and
----------------------------------------------------------------------------

Yellow Pages.
------------

 Standard Operating Procedures.

     ManagedStorage will provide Distributor with Standard Operating Procedures
     ("SOPS") covering such processes as Service branding, sales, support, order
     and delivery of the Services, reporting requirements, and data access. The
     current SOPS are attached to This Agreement as Schedules Bl B2 and B3. In
                                                    ----------------------
     the event of a conflict between the SOP and This Agreement, the SOP shall
     control.

 Advertising and Promotional Allowance.

     In addition to advertising ManagedStorage may provide, ManagedStorage will
     provide to Distributor a promotional allowance equal to amount using the
     calculation provided in Schedule F - Section a of net revenues collected by
                             ----------   ---------
     ManagedStorage from Distributor or Distributor Subscribers less any
     distributions due to as outlined in Section 4.b of This Agreement. If not
                                         -----------
     exhausted in the current month, such allowance or any remaining portion
     thereof may be carried forward for not more than six (6) months). The
     allowance shall not exceed fifty percent (50%) of moneys actually expended
     by Distributor and shall be paid to Distributor within thirty (30) days
     from receipt of paid invoices representing allowable promotional expenses
     as defined by ManagedStorage in Schedule F.
                                     ----------

     The promotional allowance is intended solely as an additional incentive for
     advertising and shall not be construed as an additional obligation to
     rebate an amount equal to the resulting value of the calculation provided
     in Schedule F - Section a of net revenues as outlined in Section 4.b of
        ----------   ---------                                -----------
     this agreement without proof of actual expenditure by Distributor.

Distributor's Audit Right.

     To ensure compliance with the terms of This Agreement, Distributor shall
     have the right, at its own expense, to direct an independent certified
     public accounting firm to inspect and audit all of the books, record and
     documents in ManagedStorage's possession or under its control if they are
     involved in activities which relate to This Agreement; provided, however,
     that:
<PAGE>

Distributor provides thirty (30) days notice prior to such audit;
----------------------------------------------------------------

any such inspection and audit shall be conducted during ManagedStorage's regular
--------------------------------------------------------------------------------
business hours in such a manner as not to interfere with ManagedStorage's normal
--------------------------------------------------------------------------------
business activities;
-------------------

in no event shall audits be made more frequently than once per calendar year;
----------------------------------------------------------------------------
and
---

in the event that any audit shall reveal an underpayment of ten percent (10%) or
--------------------------------------------------------------------------------
more of the amounts due to Distributor for any calendar quarter. ManagedStorage
--------------------------------------------------------------------------------
shall reimburse Distributor for the reasonable cost of such audit.
-----------------------------------------------------------------

     In addition, ManagedStorage shall correct the discrepancy by remitting to
     Distributor the amount of such underpayment, together with interest at a
     rate of 1% per month on such underpayment accruing from the date such funds
     were originally due.

MUTUAL OBLIGATIONS.

Right to use Name.

     Distributor and ManagedStorage shall each be entitled during the term
     without charge to use the name and trademarks of the other party in its
     advertising, promotions, marketing documents, sales information and similar
     materials (in physical or electronic media) for the limited purpose only of
     disclosing to the public that ManagedStorage provides the Services,
     provided that each party will advise the other in advance before using any
     such name or trademarks and give the other party an opportunity to review
     the manner in which they will be used, it being recognized that each party
     is entitled to control the manner in which its name and trademarks are
     used.

 Disclosure.

     The parties each acknowledge that this Agreement may be disclosed pursuant
     to governmental regulation, requirement, or order, including regulations of
     the Securities and Exchange Commission. However each party shall use
     reasonable efforts not to disclose the terms and conditions of this
     Agreement.

Compliance with Export and Import Laws.

     ManagedStorage and Distributor hereby each acknowledge that the Service,
     software and technical data referred to in this Agreement may be subject to
     the laws and regulations of the United States Department of Commerce Office
     of Export Administration ("OEA") and agree that none of such Service,
     client software or technical data shall be exported or re-exported unless
     properly authorized by the OEA, and further that the import of the client
     software into certain jurisdictions may also be prohibited or regulated by
     the governments of those countries, and that Distributor will not do so
     unless properly authorized.

Confidentiality.

     Both parties agree that they shall keep confidential and not disclose in
     any manner whatsoever, including through the use thereof, and shall make no
     use of except in order to perform under This Agreement, all products,
     pricing and technical information and materials, customer names and
     information of any nature and in any form supplied by either party pursuant
     to This Agreement, as well as any and all trade secrets and other
     proprietary information furnished to them by the other party which is
     marked as "top security," "protected," "restricted," "secret,"
     "confidential," or "trade secret" or similar words, or, if disclosed orally
     is identified as confidential at the time of disclosure and summarized in a
     writing provided to the receiving party within a reasonable time after
     disclosure (collectively, the "Proprietary Information").
<PAGE>

     Both parties will cause each of their respective employees, agents,
     contractors or consultants, whom such party knows or should know to have
     access to any such Proprietary Information to execute such agreements as
     shall be necessary to assure that such individuals maintain the
     confidentiality of the Proprietary Information and not to use the
     Proprietary Information except in accordance with This Agreement.

     It is further agreed that the restrictions of this Section shall not apply
     to any Proprietary Information which:

Was publicly available at the date of receipt;
---------------------------------------------

Was in the receiving party's possession before the date of receipt from the
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disclosing party;
----------------

Has become publicly available after the date of receipt from the disclosing
---------------------------------------------------------------------------
party, without disclosure through any means by receiving party;
--------------------------------------------------------------

Has become legally available to the receiving party from any third party without
--------------------------------------------------------------------------------
restriction on disclosure or use, or;
------------------------------------

Is disclosed pursuant to the operation of a statute, governmental regulation,
----------------------------------------------------------------------------
order or decree of a court or other governmental body provided the disclosing
-----------------------------------------------------------------------------
party is given notice and an opportunity to seek a protective order.
-------------------------------------------------------------------

Operational Review.

     The parties agree to meet at least every three months, or more often as the
     parties desire, to review the operation and delivery of the Services and
     Distributor's business. The parties will reasonably agree on improvements
     to the Services and the timetable in which to make the improvements
     required to promote the Services.

INDEMNIFICATION BY DISTRIBUTOR

     hereby agrees to defend and indemnify ManagedStorage from any claim arising
     from or related to the use of, or attempt to use, the Service by
     Distributor Subscribers, including the billing and collection services on
     behalf of Distributor, to the extent that such claim is based upon any
     representation, warranty or contractual commitment made by Distributor that
     exceeds the terms set forth in the Subscription Agreement attached hereto
     as Schedule D and the License Agreement attached hereto as Schedule E.
        ----------                                              ----------

     The foregoing applies regardless of whether ManagedStorage voluntarily or
     involuntarily becomes a party to such a claim.

     Distributor further agrees to submit to personal jurisdiction in any forum
     in which ManagedStorage is sued on any claim subject to indemnification.

     The foregoing obligations are conditioned on the following:
<PAGE>

Prompt written notice by ManagedStorage to Distributor of any claim on
----------------------------------------------------------------------
proceeding subject to indemnity;
-------------------------------

Distributor's control of the defense and/or settlement of such claim by
-----------------------------------------------------------------------
Distributor, all at the expense of Distributor, and;
---------------------------------------------------

Cooperation by ManagedStorage in said defense at Distributor's expense.
----------------------------------------------------------------------

INDEMNIFICATION BY MANAGEDSTORAGE.

ManagedStorage shall, at its option and expense, either defend or settle any
action brought against Distributor alleging that any Services furnished by
ManagedStorage under this Agreement infringes a U.S. patent or copyright.
ManagedStorage will pay any costs and damages finally awarded against
Distributor that are attributable to such claim, provided that Distributor (a)
notifies ManagedStorage upon discovery of such claim or action, in writing of
the action; (b) provides ManagedStorage all reasonable information and
assistance to settle or defend the action, and; (c) grants ManagedStorage sole
authority and control of the defense or settlement of the action.

a)   In lieu of the provisions of this Section 9 if an infringement claim is
                                       ---------
     made, or in ManagedStorage's opinion is likely to be made, ManagedStorage
     may at its option and expense either (a) replace or modify the infringing
     software or other protected intellectual property, so that it becomes non-
     infringing or (b) procure for Distributor and Subscribers the right to
     continue using the infringing intellectual property. If neither of the
     foregoing alternatives is reasonably available, or financially practicable,
     ManagedStorage will accept the return of the infringing intellectual
     property and refund to Distributor the fees paid by Distributor for the
     Service for the three month period preceding the event forming the basis of
     the claim.

b)   ManagedStorage shall have no liability if the alleged infringement is based
     upon (a) the combination of the software with any product not furnished by
     ManagedStorage to Distributor, (b) the modification of software other than
     by ManagedStorage, (c) the use of the software or Service as part of any
     infringing process, (d) the use of other than a current unaltered release
     of software, or (e) any software designed or produced by Distributor or
     Subscribers; unless any such alleged infringement would lie independent of
     any such modification, combination, process or alteration.

DISCLAIMER OF WARRANTY ON SERVICE.

a)   The Service is distributed on an "as is" basis without warranty of any
     kind, either express or implied. ManagedStorage warrants only that it has
     the right to offer the Service.

b)   DISTRIBUTOR EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT DISTRIBUTOR'S
     AND ITS SUBSCRIBER'S SOLE RISK. NEITHER MANAGEDSTORAGE NOR ANY OF ITS
     LICENSOR, EMPLOYEES NOR AGENTS WARRANT THAT THE SERVICE WILL BE
     UNINTERRUPTED OR ERROR FREE; NOR DOES MANAGEDSTORAGE NOR ANY OF ITS
     LICENSORS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE
     OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS MADE AVAILABLE ON AN "AS
     IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
     INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF
     MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE,
     OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF
     EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS
     AGREEMENT.

c)   THE FOREGOING WARRANTIES ON THE SERVICE ARE IN LIEU OF ALL OTHER
     WARRANTIES, EXPRESS OR IMPLIED, AND MANAGEDSTORAGE SPECIFICALLY DISCLAIMS
     ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
     PARTICULAR PURPOSE. Distributor will indemnify ManagedStorage for and hold
     ManagedStorage harmless from any warranties or representations made by
     Distributor to the Distributor Subscribers that exceed the above
     warranties.
<PAGE>

d)   Nothing herein shall derogate from the standards set out in Schedules Bl
                                                                 ------------
     B2 and B3 or limit ManagedStorage's obligations thereunder.
     ---------

LIMITATION OF REMEDIES

a)   Subject to the provisions of Schedules Bl B2 and B3 and any other
                                  ----------------------
     particular remedies expressly provided for herein, ManagedStorage's entire
     liability and Distributor's exclusive remedy shall be as follows:

          ManagedStorage's entire liability and Distributor's exclusive remedy
               for damages to Distributor for any cause whatsoever, and
               regardless of the form of action, whether in contract or tort,
               including negligence or any other theory of liability, shall be
               limited to the greater of (i) $25,000, or (ii) the amounts paid
               by Distributor for the Service for the three month period
               preceding the event forming the basis of the claim, plus any
               amounts due and payable for use of the Service by Subscribers.

IN NO EVENT WILL MANAGEDSTORAGE OR ANYONE ELSE INVOLVED IN CREATING, DELIVERING
-------------------------------------------------------------------------------
OR MAINTAINING THE SERVICE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
--------------------------------------------------------------------------
PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, USE, REVENUES
------------------------------------------------------------------------------
OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF MANAGEDSTORAGE HAS BEEN ADVISED OF THE
------------------------------------------------------------------------------
POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF USE OF THE SERVICE OR INABILITY TO
------------------------------------------------------------------------------
USE THE SERVICE, OR ARISING FROM PERFORMANCE OR NON-PERFORMANCE OF THE LICENSED
-------------------------------------------------------------------------------
PROGRAM, OR OUT OF ANY BREACH OF ANY WARRANTY, OR CAUSED BY DISTRIBUTOR'S
-------------------------------------------------------------------------
FAILURE TO PERFORM DISTRIBUTOR'S OBLIGATIONS HEREUNDER, OR FOR ANY CLAIM AGAINST
--------------------------------------------------------------------------------
DISTRIBUTOR BY ANY OTHER PARTY, NOR SHALL MANAGEDSTORAGE BE LIABLE FOR ANY
--------------------------------------------------------------------------
DAMAGES THAT ARE INCURRED AS A RESULT OF DATA WHICH IS LOST OR DESTROYED DURING
-------------------------------------------------------------------------------
THE OPERATION OR USE OF SERVICE OR THE CLIENT SOFTWARE, REGARDLESS OF WHETHER
-----------------------------------------------------------------------------
SUCH CLAIM IS MADE BASED UPON A CONTRACT OR TORT THEORY OF LIABILITY.
--------------------------------------------------------------------

Distributor's entire liability and ManagedStorage's exclusive remedy for damages
--------------------------------------------------------------------------------
to ManagedStorage for any cause whatsoever, and regardless of the form of
-------------------------------------------------------------------------
action, whether in contract or tort, including negligence, or any other theory
------------------------------------------------------------------------------
of liability, shall be limited to the greater of (i) $25,000, or (ii) the
-------------------------------------------------------------------------
amounts paid by Distributor for the Service for the three month period preceding
--------------------------------------------------------------------------------
the event forming the basis of the claim, plus any amounts due and payable for
------------------------------------------------------------------------------
use of the Service by Subscribers.
---------------------------------

IN NO EVENT WILL DISTRIBUTOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
-----------------------------------------------------------------------------
PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, USE, REVENUES
------------------------------------------------------------------------------
OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF DISTRIBUTOR HAS BEEN ADVISED OF THE
---------------------------------------------------------------------------
POSSIBILITY OF SUCH DAMAGES.
----------------------------

b)   The limitations set forth in Section 12.a will not apply to claims by third
                                  ------------
     parties for personal injury or damage to real or tangible personal property
     arising out of the negligence of ManagedStorage or Distributor, nor to the
     cost of providing the remedies set forth in either Section 8 or Section 9.
                                                        ---------    ---------

c)   Neither ManagedStorage nor Distributor shall be liable for any failure or
     delay in performance hereunder, which is due, in whole or in part, to any
     cause beyond its control.
<PAGE>

d)   In no event shall ManagedStorage have any liability to Distributor for the
     lawful exercise of ManagedStorage's rights of termination under Section 14,
                                                                     ----------
     or for failure by ManagedStorage to renew this Agreement at the end of any
     term.

TRADEMARKS.

In General.

     The Service must be sold under trademarks owned by Distributor, but must
     also include references to those trademarks owned, licensed or claimed by
     ManagedStorage as specified by ManagedStorage from time to time in
     Schedule G hereto during the currency of This Agreement. Except as
     ----------
     specifically set forth in Section 12b below in respect of ManagedStorage's
                               -----------
     logotype, neither Distributor nor ManagedStorage shall use the other's
     Symbols without the owner's prior written approval nor shall either party
     use or be authorized to use the other party's Symbols except in connection
     with and directly in furtherance of marketing the Service unless prior
     written consent has been obtained from the owner of such Symbols. Both
     parties agree not to obtain or attempt to obtain, and to cause their
     Distributors and Subscribers not to obtain or attempt to obtain, by
     registration or other method whether or not sanctioned by law, any rights,
     title or interest in or to any of the trademarks or the trade names of
     ManagedStorage or Distributor or any other trademarks or tradenames which
     may be confusingly similar thereto, except with the written consent and
     authorization of ManagedStorage and Distributor. All rights, title and
     interest in and to said trademarks and trade names owned by either party
     shall inure to the benefit of the party owning same. By using any
     trademarks or trade names owned by the other, the using party does not
     acquire any proprietary right to such trademarks or trade names.

Limited Right to Use Logotype.

      Distributor and ManagedStorage each shall have the limited right to use
      the other's stylized logotype subject to the following conditions to which
      both parties hereby agree:

That any such use of the other party's logotype in no manner implies any ongoing
--------------------------------------------------------------------------------
rights of or to such use and is only granted for such term as This Agreement is
-------------------------------------------------------------------------------
in effect:
---------

That if This Agreement terminates for any reason, the right to use the other
----------------------------------------------------------------------------
party's logotype terminates as well;
-----------------------------------

That such limited right to use the other party's logotype shall not give the
----------------------------------------------------------------------------
user the right to register such logotype;
----------------------------------------

That such limited use of the other party's logotype shall not create any
------------------------------------------------------------------------
authority to act on behalf of the other party in any agency or representative
--------------------------------------------------------------------------------
capacity;
---------

To defend and indemnify the other party for any liability to third parties which
--------------------------------------------------------------------------------
may result from claims of trademark, trade name or service mark infringement,
----------------------------------------------------------------------------
misrepresentation of authority or apparent authority of one party to act on
---------------------------------------------------------------------------
behalf of the other party which may be caused by such limited use of the other
------------------------------------------------------------------------------
party's logotype, and to pay the costs and damages finally awarded in such suit
-------------------------------------------------------------------------------
or proceeding (or agreed upon in settlement thereof): provided such party is
----------------------------------------------------------------------------
promptly informed and furnished a copy of each communication notice or action
-----------------------------------------------------------------------------
relating to such claim and is given authority, information and assistance (at
-----------------------------------------------------------------------------
the indemnifying party's expense) necessary to defend or settle such suit or
----------------------------------------------------------------------------
proceeding;
----------

To use the other party's 1ogotype only as determined and approved in advance of
------------------------------------------------------------------------------
such use by the owner of such logotype. Both Parties shall provide a sample of
------------------------------------------------------------------------------
their requirements to the other
-------------------------------

<PAGE>

for the purpose of producing proofs prior to use by the party contemplating any
-------------------------------------------------------------------------------
use permitted herein. Such party shall then submit such proofs to the other
---------------------------------------------------------------------------
party for approval;
-------------------

That Distributor shall not use, in any manner, the letters "MSI" or "MSII" at
-----------------------------------------------------------------------------
any time to represent ManagedStorage nor the word "MANAGEDSTORAGE" in any
-------------------------------------------------------------------------
stylized form other than ManagedStorage's known logotype, nor shall
-------------------------------------------------------------------
ManagedStorage use, in any manner, the word(s) representing Distributor or any
------------------------------------------------------------------------------
other applicable trademarks as sent to ManagedStorage by Distributor from time
------------------------------------------------------------------------------
to time referencing Distributor in any stylized form other than Distributor's
-----------------------------------------------------------------------------
known logotype;
---------------

Both parties will comply at all times with the rules and regulations furnished
------------------------------------------------------------------------------
to the other party with respect to the use of such party's trademarks, trade
----------------------------------------------------------------------------
names and service marks, and will express and identify properly the authorized
------------------------------------------------------------------------------
reseller relationship with ManagedStorage for distribution of the Services, and;
--------------------------------------------------------------------------------

Neither party will publish or cause to be published by any statement, or
------------------------------------------------------------------------
encourage or approve any advertising or practice, which might mislead or deceive
--------------------------------------------------------------------------------
any parties or might be detrimental to the marks, name, goodwill or reputation
------------------------------------------------------------------------------
of the other party or the Services. Such party will upon request withdraw any
-----------------------------------------------------------------------------
statement and discontinue any advertising or practice deemed by the other party
-------------------------------------------------------------------------------
to have such effect.
--------------------

TERMINATION.

Termination by Mutual Consent.

     This Agreement shall be subject to termination prior to the expiration of
     the term by mutual consent of the parties, evidenced by a written agreement
     providing for termination.

Termination by Bankruptcy.

     This Agreement may be immediately terminated by either party if the other
     party files a voluntary petition in bankruptcy or under any similar
     insolvency law, makes an assignment for the benefit of its creditors, or if
     any involuntary petition in bankruptcy or under any similar insolvency law
     is filed against such other party, or if a receiver is appointed for, or a
     levy or attachment is made against all or substantially all of its assets,
     and such involuntary petition is not dismissed or such receiver or levy or
     attachment is not discharged within sixty (60) days after the filing,
     appointment or making thereof. To the extent that applicable bankruptcy law
     does not permit the exercise of ManagedStorage's rights under the
     immediately preceding sentence:

Distributor hereby consents to the termination of Distributor's right to grant
------------------------------------------------------------------------------
further sublicenses of Licensed Program, and
--------------------------------------------
Distributor agrees that adequate assurance of performance by Distributor of the
-------------------------------------------------------------------------------
balance of this Agreement as a "Debtor-in-possession" or any similar entity
---------------------------------------------------------------------------
under successor bankruptcy laws will include assurances both of such entity's
-----------------------------------------------------------------------------
ability to adequately promote ManagedStorage's Service and such entity's
------------------------------------------------------------------------
willingness and ability to protect ManagedStorage's proprietary rights.
-----------------------------------------------------------------------

     As a personal contract, exercise of Distributor's rights by a trustee or
     assignment of Distributor's rights hereunder would not be appropriate and
     that understanding is an essential part of ManagedStorage's willingness to
     enter into this Agreement.
<PAGE>

Option to Terminate with Cause

     Either party to This Agreement shall be entitled, at its sole option, to
     terminate This Agreement by notice in writing if the other party (the
     "Breaching Party") commits any material breach of its obligations under
     This Agreement which is not remedied within thirty (30) days after written
     notice has been given to the Breaching Party. Material breaches shall
     include, but not be limited to:

failure by ManagedStorage to provide the Services to Distributor or any
-----------------------------------------------------------------------
Subscribers pursuant to Schedules Bl B2 and B3;
-----------------------------------------------
failure by Distributor to pay fees for Services when due;
---------------------------------------------------------
any breach by the other party of the confidentiality provisions in this
-----------------------------------------------------------------------
Agreement, or;
--------------
any failure by Distributor comply with Section 7.c (Compliance with Exports
---------------------------------------------------------------------------
Laws).
------

Effect of Termination and Survival of Terms.

Surviving Obligations.
---------------------

     The following obligations shall survive any rescission, expiration,
     termination or cancellation of this Agreement: Section 6(f) (Subscriber
                                                    ------------
     Access), Section 6(j) (Audit Right), Section 7 (Mutual Obligations),
              ------------                ---------
     Section 8 (Indemnification by Distributor), Section 9 (Indemnification by
     ---------                                   ---------
     ManagedStorage), Section 10 (Disclaimer of Warranty), Section 11
                      ----------                           ----------
     (Limitation of Remedies), Section 12 (Trademarks), Section 14 (General),
                               ----------               ----------
     and all payment obligations.

Limitation of Rights.
--------------------

     The rights upon lawful termination contained in this Section are absolute
     except as to remedies otherwise specifically provided for in this
     Agreement. However, in any event, neither party shall be liable to the
     other for any loss, damages or indemnity including, without limitation,
     lost profits, goodwill, advertising or promotional costs, termination of
     employees, salaries of employees or severance payments, creation of
     customer base, or future expectations, by reason of the exercise of any
     rights of termination, and all such rights to any such loss, damages or
     indemnity are hereby expressly waived.

Post Termination Archive Responsibilities.

     In the event ManagedStorage terminates this contract, all customer data
     will be archived electronically and made available to Distributor and/or
     any Distributor Subscribers of Services for a period of sixty (60) days.

Return of Material upon Termination.

     Both parties shall immediately return all material provided by the other
     party in furtherance of this Agreement, including material provided by
     ManagedStorage in stock or used for demonstration purposes, all
     confidential information received from the other party and all sales and
     service data and collateral received from the other party. Such party shall
     certify such return or destruction.

Use of Trademarks.

     Upon expiration of This Agreement, both parties shall cease to use the
     name, logo and trademarks of the other party or any confusingly similar
     name, logo or trademark and shall ensure such cessation of use by all
     persons claiming to have received the right to such use from either party.
<PAGE>

No renewal.

     The acceptance of any order from, or the sale or license of any services to
     Distributor, after the expiration, notice of termination, or termination of
     this agreement shall not be construed as a renewal or extension thereof nor
     as a waiver of  termination.  All such  transactions  shall be  governed by
     provisions identical with the applicable provisions of This Agreement.

PROPRIETARY RIGHTS

Ownership.

     As a result of the execution of This Agreement, no rights to the Service or
     intellectual property, including patents, copyrights and trade secrets,
     other than those expressly provided under This Agreement, are granted to
     the other party.

Limitation on Use of ManagedStorage Service.

     Distributor shall use the Service and any documentation related to the
     Service consisting of or containing Confidential Information related to the
     Service solely for the purpose of performing under this Agreement.

Modifications.

     ManagedStorage shall own all proprietary rights in any modifications to the
     ManagedStorage Service.

GENERAL.

Headings.

     Headings, which include the underlined portion following the section
     number, have been used for reference purposes only and shall have no
     operative effect with respect to the construction of the rights or
     obligations pursuant to this Agreement.

References.

     Any reference to a section number shall include all subsections of such
     section, unless a certain subsection is specifically referenced.

Governing Law.

     This Agreement shall be governed by and construed in accordance with the
     laws of the State of Colorado (USA), except its provisions with respect to
     choice or conflict of laws, and in accordance with the laws of the United
     States of America, as applicable.

Force Majeure.

     Neither party shall be liable for delays (including delays in
     manufacturing, shipping or delivery, or failure to manufacture, ship or
     deliver Service or failure of a supplier to deliver), or to otherwise
     perform any obligation owing to the other party under This Agreement due to
     any cause beyond the delayed party's reasonable control including, but not
     limited to, acts of God, acts of civil or military authority, labor
     disputes, fire, riots, civil commotion, sabotage, war, embargo, blockage,
     floods, epidemics, power shortages, or when due to governmental
     restrictions.
<PAGE>

Progressive Dispute Negotiation Process.
---------------------------------------

This Section will govern any dispute between the parties arising from or related
--------------------------------------------------------------------------------
to the subject matter of This Agreement that is not resolved by agreement
--------------------------------------------------------------------------------
between the respective personnel of the parties responsible for day-to-day
--------------------------------------------------------------------------------
administration and performance of this Agreement.
--------------------------------------------------------------------------------

Prior to the filing of any suit with respect to such a dispute (other than a
--------------------------------------------------------------------------------
suit seeking injunctive relief with respect to any intellectual property rights)
--------------------------------------------------------------------------------
the party believing itself aggrieved (the "Invoking Party") will call for
--------------------------------------------------------------------------------
progressive management involvement in the dispute negotiation by notice to the
--------------------------------------------------------------------------------
other party. Such a notice will be without prejudice to the invoking party's
--------------------------------------------------------------------------------
right to any other remedy Permitted by This Agreement.
--------------------------------------------------------------------------------

The parties will use their best efforts to arrange personal meetings or
--------------------------------------------------------------------------------
telephone conferences as needed, at mutually convenient times and places,
--------------------------------------------------------------------------------
between negotiators for the parties at the following successive management
--------------------------------------------------------------------------------
levels, each of which will have a period of allotted time as specified below in
--------------------------------------------------------------------------------
which to attempt to resolve the dispute:
--------------------------------------------------------------------------------


     --------------------------------------------------------------------------
      Level      ManagedStorage          Distributor         Allotted Time
     --------------------------------------------------------------------------
                Line of Business
      First     Director for the       Contract Manager    Three (3) Business
                    Service                                      Days
     --------------------------------------------------------------------------
     Second     Line of Business       Vice President       Five (5) Business
                 Vice President          Operations              Days
     --------------------------------------------------------------------------
      Third       Designated              Designated          Ten (10) Days
               Corporate Officer       Corporate Officer
     --------------------------------------------------------------------------
<PAGE>

The allotted time for the first level negotiator will begin on the effective
----------------------------------------------------------------------------
date of the invoking party's notice.
-----------------------------------

If the parties are unable to resolve a dispute at the third management level
----------------------------------------------------------------------------
within the allotted time, the parties shall mediate the dispute before a single
-------------------------------------------------------------------------------
mediator according to the following terms. Within twenty (20) days after the
----------------------------------------------------------------------------
conclusion of negotiations at the third management level, the parties shall
---------------------------------------------------------------------------
select a single mediator on the basis, if possible, of his or her expertise in
------------------------------------------------------------------------------
the subject matter(s) of the dispute. If the parties are unable to agree upon a
-------------------------------------------------------------------------------
mediator, each party shall designate a mediator, and the two mediators
----------------------------------------------------------------------
designate by the parties shall designate a single mediator who will conduct the
-------------------------------------------------------------------------------
mediation. The parties shall conduct a mediation of the dispute before the
--------------------------------------------------------------------------
mediator in San Francisco, CA, USA no later than fifty (50) days after the
--------------------------------------------------------------------------
conclusion of negotiations at the third management level. The mediation shall be
--------------------------------------------------------------------------------
scheduled for no less than one eight (8) hour day. The parties shall share all
-------------------------------------------------------------------------------
costs of mediation equally. The mediator shall issue a written opinion setting
------------------------------------------------------------------------------
forth her or his opinions of the dispute and the reasons therefor within ten
----------------------------------------------------------------------------
(10) days after the mediation proceeding is concluded.
-----------------------------------------------------

If the parties are unable to resolve a dispute within ten (10) days after
-------------------------------------------------------------------------
receipt of the mediator's written opinion, then either party may bring suit to
------------------------------------------------------------------------------
resolve the dispute in any court of competent jurisdiction.
----------------------------------------------------------

Notwithstanding the above provisions relating to progressive dispute negotiation
--------------------------------------------------------------------------------
and mediation, the parties agree that in respect of a violation of any provision
--------------------------------------------------------------------------------
of This Agreement, including, without limitation, violation of any confidential
--------------------------------------------------------------------------------
information, for which an award of damages is an inadequate remedy to protect
--------------------------------------------------------------------------------
the inquired party, the injured party is entitled to seek injunctive relief,
--------------------------------------------------------------------------------
including a preliminary injunction, in a court of competent jurisdiction, in
--------------------------------------------------------------------------------
addition to any other relief available to it under the progressive dispute
--------------------------------------------------------------------------------
negotiation and mediation procedure specified above in Section 14.e.
-------------------------------------------------------------------
Computation of Time.

      If a time period provided in This Agreement requires a certain action be
      performed within ten (10) or less days, then intervening Saturdays,
      Sundays and legal holidays shall not be included in the computation of
      time. If a time period requires a certain action be performed within
      eleven (11) or more days, then intervening Saturdays, Sundays and legal
      holidays shall be included in the computation of time. In the event that a
      time period expires on a Saturday, Sunday or legal holiday, the time
      period shall be deemed to expire on the next day that is not a Saturday,
      Sunday or legal holiday. "Legal holidays" shall mean New Year's Day,
      Birthday of Martin Luther King, Jr., President's Day, Memorial Day,
      Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day
      and the Friday thereafter, and Christmas Day.

Costs and Expenses of Other Party.

      Except to the extent This Agreement expressly provides otherwise, neither
      party shall be responsible for paying any costs or expenses the other
      party incurs in connection with this Agreement.

Third Party Beneficiaries.

      This Agreement is not intended to be for the benefit of and shall not be
      enforceable by any third party, including Customers. Nothing in This
      Agreement, express or implied, is intended to or shall confer on any third
      party any rights (including third-party beneficiary rights), remedies,
      obligations or liabilities under or by reason of this Agreement. This
      Agreement shall not provide third parties with any remedy,
<PAGE>

     claim, liability, reimbursement, cause of action or other right in excess
     of those existing without reference to the terms of this Agreement. No
     third party shall have any right, independent of any right that exists
     irrespective of this Agreement, to bring any suit at law or equity for any
     matter governed by or subject to the provisions of this Agreement.

Assignment.

     This Agreement can not be assigned by Distributor, Distributor's parent, or
     any subsidiary or affiliate substantially controlled by Distributor, and
     except as permitted, none of the licenses granted hereunder nor any of the
     Licensed Programs or copies thereof may be sublicensed, assigned or
     transferred by Distributor, except as allowed under Section 2, without the
                                                         ---------
     prior written consent of ManagedStorage. Any attempt by Distributor to
     sublicense, assign or transfer any of the rights, duties or obligations
     under This Agreement, except as allowed in Section 2, is void.
                                                ---------
     Notwithstanding the foregoing, either party may assign This Agreement
     without such consent to a successor in interest or in connection with any
     merger, consolidation, any sale of all or substantially all of such party's
     assets or any other transaction in which more than fifty percent (50%) of
     such party's voting securities are transferred, and ManagedStorage may
     assign This Agreement to a successor in interest that portion of its
     business relating to the Services defined in Schedules Al, A2 and A3.
                                                  -----------------------
 Relationship of the Parties.

     The relationship of ManagedStorage and Distributor established by This
     Agreement is that of independent contractors, and nothing contained in This
     Agreement shall be construed to (a) give either party the power to direct
     and control day-today activities of the other or (b) constitute the parties
     as partners, joint ventures, co-owners or otherwise as participants in a
     joint or common undertaking. Distributor, its agents and employees are not
     the representatives of ManagedStorage for any purpose except as expressly
     set forth in This Agreement, and they have no power or authority as agent,
     employee or in any other capacity to represent, act for, bind or otherwise
     create or assume any obligation on behalf of ManagedStorage for any purpose
     whatsoever. In all matters relating to this Agreement, neither Distributor
     nor its employees, or agents are, or shall act as, employees of
     ManagedStorage within the meaning or application of any laws of any country
     or other jurisdiction covering unemployment insurance, old-age benefit,
     social security, workers' compensation or industrial accidents or under any
     other laws or regulations which may impute any obligations or liabilities
     to ManagedStorage by reason of an employment obligation. All financial
     obligations associated with Distributor business are the sole
     responsibility of Distributor. All collection of invoices or other
     Agreements between Distributor and its Subscribers are Distributor's
     exclusive responsibility and shall have no effect on Distributors,
     obligations under this Agreement. Distributor shall be solely responsible
     for, and shall indemnity and hold ManagedStorage harmless from any and all
     claims by others, costs and damages (including the attorneys' fees at trial
     and on appeal) arising out of the acts of any Distributor employees,
     servants, or agents.

Integrated Agreement/Amendment.

     The entire agreement between the parties with respect to the subject matter
     hereof is contained in this Agreement. Except as provided below, no
     provision of this Agreement shall be deemed waived, amended or modified by
     either party unless such waiver, amendment or modification is in writing
     and signed by the party against whom the waiver, amendment or modification
     is claimed. The terms and conditions of any purchase order or other
     instrument issued by Distributor in connection with this Agreement shall
     not be binding on ManagedStorage and will not apply to this Agreement
     except such terms, which refer to the type and quantity of Service. This
     Agreement shall be binding upon and inure to the benefit of the parties
     hereto and their permitted successors and assigns. Notwithstanding the
     foregoing, the terms of all resellers of the Service and any Standard
     Operating Procedures established by ManagedStorage from time to time for
     the use of the Service may be amended by ManagedStorage by means of notice
     published over the Service from time to time.
<PAGE>

Existing Intellectual Property.

     All right, title and interest in and to any inventions, discoveries,
     patents, ideas, concepts, methods, works of authorship, improvements or
     derivative works thereof, made, created, developed, or authored prior to
     the effective date of This Agreement, is and shall remain the property of
     the party who made, created, developed, authored or presently owns such
     intellectual property, and unless expressly provided for in This Agreement,
     no other license is implied or granted herein by virtue of this Agreement.
     Nothing contained in this Agreement and none of the activities contemplated
     herein will give either party an interest, license or other proprietary
     right in any existing or new product or intellectual property of the other
     party.

Equitable Remedies

     The Parties recognize that money damages may not be an adequate remedy for
     any breach or threatened breach of any obligation hereunder by either party
     involving intellectual property. The Parties therefore agree that in
     addition to any other remedies available hereunder, by law or otherwise,
     Distributor and ManagedStorage shall be entitled to obtain injunctive
     relief against any such continued breach of such obligations.

Counterparts.

     The parties may execute two (2) copies of this Agreement, each of which
     shall constitute an original copy of this Agreement.
<PAGE>

Notices.

     ---------------------------------------------------------------------------
     Communications to ManagedStorage       Communications to Distributor with
     with regard to this Agreement should   regard to this Agreement should be
     be addressed to:                       addressed to:
                                            PCsupport.com, Inc.
     ManagedStorage International           Suite 300 - 3605 Gilmore Way
     10075 Westmoor Blvd                    Burnaby, BC V5G 4X5
     Broomfield, CO 80021-2569              604.419.4490

     Attention: Contracts Administration    Attention: VP Operations
     ---------------------------------------------------------------------------

     In witness whereof, the parties have executed This Agreement by their duly
     authorized representatives, effective as of the Effective Date.

            MANAGEDSTORAGE                           PCSUPPORT.COM
            INTERNATIONAL

            /s/ Darrell Royal                        /s/ David W. Rowat
     -----------------------------------      --------------------------------
            Authorized Signature                     Authorized Signature

              Darrell Royal                            David W. Rowat
     -----------------------------------      --------------------------------
          Printed and/or typed name               Printed and/or typed name

            SVP, Business Dev.                            VP & CFO
     -----------------------------------      --------------------------------
                  Title                                    Title

             August 4, 2000                               31 Jul 00
     -----------------------------------      --------------------------------
                  Date                                      Date