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Contract Number: C11494

                        VOICE SOLUTIONS RESELLER AGREEMENT
                            UNITED STATES AND CANADA

                                    between

                                3COM CORPORATION

                                      and

                                  AIR NEXUS INC
                                  ("Reseller")


         This Reseller Agreement ("Agreement") is made effective as of Nov.
         23, 1999 (the "Effective Date"), by and between 3Com Corporation, a
         Delaware corporation with its principal place of business at 5400
         Bayfront Plaza, P.O. Box 58145, Santa Clara, CA 95052-8145 ("3Com")
         and Air Nexus Inc, a Texas corporation with its principal place of
         business at 333 N. Sam Houston Pkwy East, Suite 870, Houston, TX
         77060.

         Whereas, 3Com develops, manufactures and markets Voice
         Solutions products, including selected telephony hardware, related
         networking equipment and software as listed on the Reseller Price
         List set forth in APPENDIX A attached hereto (the "Products"); and
         whereas, the Reseller acts as value added reseller for
         telecommunications hardware, telephony-related hardware and
         software products and/or other related networking and computer
         products; and whereas, 3Com and the Reseller desire the Reseller to
         act as an independent, non-exclusive Reseller of the Products on
[LOGO]   the terms and conditions set forth in this agreement.

         NOW, THEREFORE, in consideration of the covenants and agreements
         herein, 3Com and Reseller agree as follows:

         1.    MINIMUM PURCHASE
               Reseller intends to purchase from 3Com at least two hundred
               thousand dollars ($200,000) of Products per year (at the price
               invoiced to Reseller) during the term of this Agreement, and
               to use its best efforts to promote the sale of the Products to
               the satisfaction of 3Com. Reseller's failure to meet the minimum
               purchase commitment level may result in termination of this
               Agreement.

         2.    APPOINTMENT AS AUTHORIZED 3COM RESELLER

               2.1    GRANT OF RIGHTS.  3Com hereby grants to Reseller, and
         Reseller hereby accepts from 3Com, a nonexclusive right and license
         to distribute the Products solely to end-users in the territory set
         forth on APPENDIX B. For purposes of this Agreement, the term
         "end-user" means any person or entity who obtains a 3Com Product
         solely to fulfill its own internal needs and not for distribution or
         resale.

               2.2    RESERVED RIGHTS.  All rights not specifically granted
         to Reseller hereunder are reserved by 3Com. Except as expressly
         provided hereunder in connection with the distribution

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         of the Products, 3Com does not convey any intellectual property
         rights to Reseller hereunder. 3Com reserves the right to
         discontinue developing, producing, licensing, or distributing any
         of the 3Com Products and to modify, replace or add to the 3Com
         Products in its discretion at any time. 3Com further reserves the
         right to modify the Product pricing set forth on the Reseller Price
         List in APPENDIX A at any time. The appointment of Reseller
         hereunder does not transfer or create a franchise, equity interest
         or any other similar right, title or interest in any 3Com Product
         to Reseller.

         3.    OBLIGATIONS OF RESELLER

               3.1    PROMOTIONAL EFFORTS, SALES, SERVICE AND RELATED
         ACTIVITIES. Reseller agrees to use commercially reasonable efforts
         to promote, sell and service the Products in accordance with this
         Agreement and 3Com's distribution policies as announced from time
         to time. Reseller agrees to provide a suitable place of business
         with adequate and efficient sales and service personnel as is
         appropriate to maximize the sale and support of the Products to
         Reseller's customers. 3Com Reseller will comply with the
         obligations applicable to "3Com dealers" in the Terms and
         Conditions attached hereto as APPENDIX C (the "End-User
         Agreement"). Without limiting the generality of the foregoing,
         Reseller agrees to honor all requests for repair or replacement
         made by end-users pursuant to the terms of the End-User Agreement
         pertaining to the defective units.

               3.2    COMPLIANCE WITH LAWS.  Reseller will comply with all
        applicable laws and regulations in performing its duties hereunder
        and in any of its dealings with respect to 3Com Products.

               3.3    3COM PACKAGING.  The Products will be packaged in
        accordance with standard commercial practices for domestic
        shipment. Except as otherwise agreed by the parties in writing,
        Reseller will distribute 3Com Products with the End-User Agreement
        and all other packaging, warranties, manuals, disclaimers and
        license agreements intact as shipped from 3Com.

        4.     OBLIGATIONS OF 3COM

               4.1    DOCUMENTATION.  At no additional charge, 3Com will
        provide to Reseller complete documentation for each Product and any
        additional materials relating to Products made available directly by
        3Com to resellers and end-users. In the event Reseller desires
        additional documentation, 3Com will provide such documentation at
        prices to be mutually agreed upon by 3Com and Reseller.

               4.2    ASSISTANCE.  3Com will make available by
        telephone, 24 hours, 7 days a week, a support representative to answer
        questions regarding 3Com Products, clarify Product data, and make
        recommendations concerning operating 3Com Products.

        5.     ORDER PROCEDURE; RETURNS

               5.1    ORDERS.  Reseller may place orders for Products by faxing
        purchase orders to the appropriate order entry location as specified by
        3Com from time to time in writing and stating the 3Com Product number,
        applicable price, requested delivery date, bill to and ship to

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        addresses, special shipping instructions (if any), partial/no partials
        allowed, and any special order handling instructions. The minimum
        order amount is U.S. $250.00, except in the case of Spares. 3Com may
        decline to make shipments to Reseller if Reseller is delinquent in
        making payments to 3Com or is otherwise in breach of this Agreement.

        Purchase orders for Products should be submitted to the following
        location. Ordering locations may change to best fit Reseller's needs.
        Reseller should check with its 3Com Territory Manager to insure orders
        are sent to the correct location.

                               3Com Corporation
                               Attn: Order Management
                               3Com Drive
                               Marlborough, Massachusetts 01752
                               U.S.A.
                               FAX: (508) 323-6058
                               Toll-Free phone (888) 3STATUS [(888) 378-2887]

               5.2    BOOKING WINDOW.  The standard booking window
        is sixty (60) days from the date of order entry. This may be extended
        to one hundred twenty (120) days with prior approval in writing from
        3Com's Area Sales Manager and beyond 120 days with the approval of the
        Distribution Services Group ("DSG") Director or if required due to
        product availability.

               5.3    RESCHEDULING.  Reseller may reschedule shipping within
        the booking window. Shipments delayed beyond the booking window will
        be cancelled and five percent (5%) cancellation charge will be assessed.

               5.4    3COM ACCEPTANCE.  Orders shall be subject to written
        acceptance by 3Com and delivery schedules established in
        accordance with Product availability and Reseller's credit status.
        Requested delivery dates may be no less than five (5) business days
        after 3Com's receipt of Reseller's purchase order. 3Com will use
        commercially reasonable efforts to ship on the scheduled dates but
        will not be liable for failure to do so. All delivery dates are
        contingent upon receipt of any necessary credit documents or export
        licenses. If 3Com fails to make Product available on the scheduled
        ship date, Reseller may reschedule or cancel without charge.

               5.5    CONTROLLING TERMS.  Although Reseller may use its standard
        purchase order and other forms, the terms and conditions of this
        Agreement will prevail over Reseller's forms and any inconsistent,
        conflicting or different terms in such form will be of no effect.

               5.6    3COM CANCELLATION.  3Com reserves the right to cancel or
        suspend any orders placed by Reseller and accepted by 3Com, or refuse
        or delay shipment thereof, if Reseller fails (1) to make any payment
        as provided herein or in any invoice; (2) to meet credit or financial
        requirements established by 3Com; or (3) otherwise to comply with the
        terms and conditions of this Agreement.

               5.7    RESELLER CANCELLATION.  Once an order has been accepted
         by 3Com, it may not be cancelled by Reseller unless (1) 3Com has
         failed to ship the order, or any portion thereof, within thirty (30)
         days of the date of 3Com's confirmation of such order; and (2)
         Reseller provides written notice of such cancellation, and 3Com
         acknowledges such cancellation in

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writing; and (3) 3Com has not yet shipped the order or portion thereof which
Reseller desires to cancel.

     5.8  RETURNS. Return of Product to 3Com falls into two categories:

     (a)  Credit Return Authorizations (CRA) for the return of new/unused
          Product under the discontinued products and limited product return
          (where available) provisions of this Agreement, or necessitated by
          incorrect shipments. Only credit is available for such returns. No
          refunds will be made. Reseller must obtain a CRA number by
          contacting 3Com Order Management with all required information.

     (b)  Return Material Authorizations (RMA) for the return of Product
          under warranty or for non-warranty repair. No credit or refunds are
          allowed except as otherwise provided for in the warranty.

     (c)  Shipping cartons that are not marked with a CRA or RMA number will
          be rejected by 3Com. Materials must be packed securely to avoid
          physical damage and electrostatic discharge. Products must be
          shipped to 3Com F.O.B. Destination, within five (5) days of
          issuance of CRA or RMA number. 3Com accepts no responsibility for
          damage to goods that are being returned to 3Com. Reseller shall be
          responsible for insuring the Products and parts while in transit to
          3Com.

     No Product may be returned to 3Com other than as stated above.

6.   PAYMENT TERMS, DELIVERY AND RISK OF LOSS

     6.1  PURCHASE AGREEMENT. Reseller agrees to purchase and to pay for all
Products ordered from 3Com, at the purchase prices listed in the Reseller
Price List set forth in APPENDIX A and on the payment terms set forth in this
Section 6. Prices are subject to change in accordance with Section 7.1.

     6.2  DELIVERY. 3Com Products will be shipped Ex Works (1990 Incoterms),
3Com's shipping docks, freight collect. Title and risk of loss shall pass to
Reseller upon delivery to the first common carrier, except that shipments to
destinations outside of the United States are subject to Section 6.7 --
Reservation of Title. Reseller will pay all costs relating to transportation,
delivery, duties and insurance. Reseller will be responsible for filing
claims relating to any lost or damaged goods. Any additional charges incurred
due to expediting will be borne by Reseller.

     6.3  EXPEDITED ORDERS. 3Com will make reasonable efforts to expedite
delivery of an "ASAP order" subject to Product availability, but is not
obligated to make such delivery on an expedited basis.

     6.4  PAYMENT. Payment terms are net thirty (30) days from the date of
invoice. Reseller must give 3Com written notice of any discrepancies among
the purchase order, the invoice, and the Products received, within thirty
(30) days after receipt of the Products or the invoice, whichever occurs
later. Payment is not conditioned upon the Products meeting any


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acceptance testing procedures Reseller may have. If there is any dispute as
to a part of a shipment, Reseller will pay for the undisputed part of that
shipment. All payments to 3Com shall be in United States dollars, free of any
restrictions and less any Withholding Tax (pursuant to Section 6.8 -- Taxes).
Reseller may not deduct any debit memos from payment(s) made to 3Com on
outstanding invoice(s), unless 3Com is forty-five (45) days late in issuing a
credit associated with such debit memo on a complete and accurate claim
submitted by Reseller. The forty-five (45) day period shall commence upon
3Com's receipt of a complete and accurate claim from Reseller. Anticipation
of a credit due to Reseller from 3Com does not allow Reseller to extend the
agreed upon payment terms in order to apply such anticipated credit to an
outstanding invoice.

     6.5  CREDIT. Credit limits and payment terms decisions are made, at 3Com's
sole discretion, by an analysis of Reseller's current and historical
financial information, bank references, trade references, payment practices,
Reseller's business plan, etc. To facilitate 3Com's determination of credit
limits and payment terms, Reseller must provide current financial information
to 3Com on an annual basis, or more frequently if so requested, unless such
information is readily available from public sources. 3Com may withdraw
credit upon notice to Reseller in the event 3Com determines, in its sole
discretion, that such credit would create an unreasonable credit risk. In the
event an adequate credit limit cannot be granted, is withdrawn or is pending
initial credit approval, deliveries will be available by negotiating
alternative payment terms such as cash in advance, irrevocable letter of
credit with a bank of 3Com's choice, etc.

     6.6  INTEREST. 3Com reserves the right to charge Reseller interest on any
delinquent balance. This interest is computed on a daily basis for each day
that the payment is delinquent, at the lesser of (i) eighteen percent (18%)
per annum or (ii) the maximum rate permitted by law.

     6.7  RESERVATION OF TITLE (For Products Delivered Outside of United
States). In order to ensure that 3Com is paid for the Products sold or
licensed to Reseller, 3Com reserves title in the Products until paid for in
full by Reseller. 3Com hereby authorizes Reseller to transfer title to the
Products in the ordinary course of its business (except for Software, in
which case only title to the media shall pass), provided that in such case,
any proceeds from the disposition of such Products shall belong to 3Com to
the extent of the sums due by Reseller.

     6.8  TAXES. Reseller is responsible for payment of all taxes of every
kind imposed in connection with the sale to Reseller of Products or services
or which 3Com may incur in respect of this Agreement (except for taxes
imposed on 3Com's income), including all import duties, customs fees, levies
or imposts, and all sales, use, value added, gross receipts or other taxes of
any nature, and any penalties, interest and collection or withholding costs
associated with any of the foregoing items. All such amounts are in addition
to other amounts payable hereunder and this obligation shall survive
termination or expiration of this Agreement.

     If applicable law requires Reseller to withhold any income taxes levied
by the authorities in Reseller's country of residence on payments to be made
pursuant to this Agreement ("Withholding Tax"), Reseller shall take advantage
of the reduced Withholding Tax provided for by the tax treaty then in force
between Reseller's country of residence and 3Com's country of residence, and
shall be entitled to deduct such Withholding Tax from the payments due to
3Com hereunder. Reseller shall promptly effect payment of the Withholding Tax
to the appropriate tax authorities and shall transmit to 3Com within thirty
(30) business days of such payment official tax receipts or other evidence
issued by the appropriate tax authorities sufficient to enable 3Com


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to support a claim for income tax credits in 3Com's country of residence.
Reseller further agrees to assist 3Com, upon request, if 3Com contests, by
appropriate legal or administrative proceedings, the validity or amount of
the Withholding Tax. In the event 3Com does not receive official tax receipts
or other evidence within thirty (30) days, 3Com shall have the right to
invoice Reseller for such Withholding Tax and Reseller agrees to pay such
amounts upon receipt of invoice.

     Reseller may provide 3Com with a tax exemption certificate acceptable to
the taxing authorities in lieu of paying such taxes; however, Reseller shall
reimburse 3Com for any fines, penalties, taxes and other charges, including
expenses incurred by 3Com, due to Reseller's submission of invalid
information.

     6.9  DUTIES AND RELATED IMPORT FEES. Reseller is responsible for
fulfilling quota terms, obtaining import licenses, paying import license or
permit fees, duties and customs fees (including without limitation
government, import, excise, sales, use value-added and other taxes or fees),
and preparing and submitting all required documentation in connection with
importing the Products.

7.   PRICE CHANGES; PRODUCT CHANGES; AND DISCONTINUED PRODUCTS

     7.1  PRICE CHANGES. 3Com may increase its published list prices on
thirty (30) days' notice. The increased prices will apply to all orders
issued after the effective date of the price increase as specified in the
notice. Orders issued after the notice date and before the effective date
will be at the old lower price provided they are scheduled for shipment
within sixty (60) days of the effective date. 3Com may decrease its published
list prices at any time with immediate effect and will attempt to provide
notice of planned decreases thirty (30) days in advance of such decrease.
Price decreases will apply to all orders in the 3Com backlog as of the notice
date. Price changes in this Section refer to actual list price changes and
are not intended to include any changes in price which occur as a result of
exchange rate fluctuations or temporary price changes pursuant to a promotion
or other special offer.

     7.2  PRODUCT CHANGES. 3Com reserves the right to change, improve or add
any new Product at any time. 3Com shall provide written notice of any major
changes to Products purchased under this Agreement that affect form, fit or
function prior to their implementation.

     7.3  DISCONTINUED HARDWARE PRODUCTS. 3Com may discontinue Products at
any time on sixty (60) days' written notice of their discontinuance or their
removal from the 3Com Price List. In such event, Reseller may exchange
discontinued Products shipped to Reseller within ninety (90) days prior to
the notice date for the same number of units of the replacement Product if
all of the following conditions are met:

     (a) the discontinued Products to be exchanged are new, unused and in
         factory-sealed boxes;
     (b) the discontinued Products are in Reseller's stock on the date of the
         notice;
     (c) the exchange takes place within one hundred eighty (180) days of the
         effective date of the discontinuation;
     (d) a non-cancellable order for an equal or greater quantity of the
         replacement Product is submitted at the time of the exchange; and


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     (e) Reseller bears all shipping and other charges in connection with the
         exchange and follows 3Com's instructions for disposal or return of the
         discontinued Products.

     If the new Product has a different list price than the discontinued
Product, Reseller will be invoiced or credited with the price difference, less
the applicable discount.  Within seven (7) days after discontinuation notice,
Reseller may cancel all backlogged orders for the discontinued Product without
penalty.

     If a Product is discontinued and not replaced with another Product, the
discontinued Products shipped to Reseller within ninety (90) days prior to the
notice of discontinuation may be returned to 3Com for up to one hundred eighty
(180) days after the effective date of the discontinuation, provided that:

     (a) the discontinued Products are new, unused and in factory-sealed boxes;
     (b) the discontinued Products are in Reseller's stock on the date of the
         notice; and
     (c) Reseller bears all shipping and other charges in connection with the
         return.

     A credit memo for returned Products will be issued in the amount of the
lesser of (i) current list price less current discount, or (ii) the price
invoiced to and actually paid by Reseller.

     7.4   DISCONTINUED SOFTWARE PRODUCTS.  3Com may discontinue software
Products at any time on sixty (60) days' written notice of their discontinuance
or their removal from the 3Com Price List.  3Com will give thirty (30) days'
notice of the First Customer Shipment ("FCS") of any  new software version.

     Orders for the old version placed prior to FCS will be filled for sixty
(60) days after FCS.  Old software versions may be exchanged for the same
number of units of the replacement versions if all the following conditions
are met:

     (a) the old version was shipped to Reseller within ninety (90) days prior
         to the FCS of the new version;
     (b) the old version is new, unused and in factory-sealed boxes;
     (c) the discounted Products are in Reseller's stock on the date of the
         notice;
     (d) the exchange takes place within one hundred eighty (180) days of the
         effective date of the discontinuation;
     (e) a non-cancellable order for an equal or greater quantity of the new
         version is submitted at the time of the exchange; and
     (f) Reseller bears all shipping charges in connection with the exchange and
         follows 3Com's instructions for disposal or return of the old version.

     If the new software Product has a different price than the discontinued
Product, Reseller will be invoiced or credited with the price difference, less
the applicable discount. Within seven (7) days after discontinuation notice,
Reseller may cancel all backlogged orders for the discontinued Product without
penalty.

     If a software Product is discontinued and not replaced with a new version,
the discontinued version shipped to Reseller within ninety (90) days prior to
notice of discontinuation may be returned to 3Com for up to one hundred eighty
(180) days after the effective date of the discontinuation, provided that:


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     (a) the software to be returned is new, unused and in factory-sealed boxes;
     (b) the discontinued Products are in Reseller's stock on the date of the
         notice; and
     (c) Reseller bears all shipping and other charges in connection with the
         return.

     A credit memo for returned Products will be issued in the amount of the
lesser of (i) current list price less current discount, or (ii) the price
invoiced to and actually paid by Reseller.

     7.5 BUNDLED PRODUCTS.  If any Product includes both hardware and software
components, discontinuation will be treated based on the predominant character
of the components, as determined in 3Com's sole discretion.

8.   TRADEMARKS, TRADE NAMES AND COPYRIGHTS

     8.1  "3Com Trademarks" means those trademarks, trade names, service marks,
slogans, designs, distinctive advertising, labels, logos, and other
trade-identifying symbols as are or have been developed and used by 3Com or any
of its subsidiaries or affiliate companies anywhere in the world.

     8.2  Reseller acknowledges that all 3Com Trademarks are vested in 3Com
absolutely.  3Com authorizes Reseller to use the 3Com name or 3Com Trademarks
associated with the Products and services which Reseller is authorized to sell
or license within the Territory in the normal course of business during the term
of this Agreement for the sole purpose of the sale and distribution of Products
and services hereunder.  Reseller shall comply with 3Com's then current
trademark usage and style guidelines when using the 3Com Trademarks.  Reseller
shall not use 3Com Trademarks for any other purpose and only in such manner as
to preserve all rights of 3Com.  When using 3Com Trademarks, Reseller must
indicate that 3Com is the owner of the 3Com Trademark(s) and that Reseller is
using the 3Com Trademarks with permission from and on behalf of 3Com.  Reseller
acquires no right to 3Com Trademarks by its use.

     8.3  Reseller shall not remove, alter or modify the serial or
identification numbers, labels, 3Com Trademarks or other trade-identifying
symbols from Products sold or licensed by 3Com under this Agreement.  Reseller
shall provide all reasonable assistance, including execution of documents as
requested by 3Com to protect its trademark rights in the Territory.

     8.4  3Com shall have the sole and exclusive right to bring legal action in
the Territory for infringement with respect to 3Com Trademarks.  Reseller shall
assist 3Com in such legal proceedings.  Reseller shall notify 3Com promptly of
any known infringements of 3Com Trademarks.

9.   ASSIGNMENT

     This Agreement shall not be assigned by either party without prior written
consent of the other, except that 3Com may assign its rights and obligations
hereunder to any subsidiary or affiliate or in connection with a merger or
other business combination in which it is not the surviving entity.  Any
attempted assignment in violation of this provision shall be null and void.


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10.  DURATION AND TERMINATION OF AGREEMENT

     10.1  TERM. The Term of this Agreement shall be one (1) year, commencing on
the Effective Date and expiring on the Expiration Date unless otherwise
terminated as stated herein.  If no Effective Date is stated, this Agreement
shall become effective on the date it is executed by the second party.  This
Agreement may be extended for additional one (1) year terms if agreed to in
writing by both parties thirty (30) days prior to the end of its current term.
If, prior to the commencement of a subsequent one-year term, 3Com wishes to
change any provisions of this Agreement to conform to its then-current
practices, 3Com shall give written notice to Reseller at least sixty (60) days
prior to an annual anniversary.  If Customer objects in writing to the changed
provisions, this Agreement will terminate on the upcoming anniversary, unless
the parties are still engaging in good faith negotiations regarding any changed
provisions, in which case the Agreement will be automatically extended for up
to ninety (90) days or until the parties reach agreement or determine that
agreement is unattainable.  The new provisions will be incorporated into an
addendum which will be executed by both parties and will become effective on the
anniversary and remain in effect until changed at a subsequent anniversary
using the same procedure.

     10.2  TERMINATION FOR CAUSE. Either party may terminate this Agreement at
any time upon written notice if the other party (1) is in material breach of
its obligations hereunder and fails to cure such breach within thirty (30) days
following written notice of such breach, or (ii) becomes insolvent or files or
has filed against it a petition under bankruptcy or insolvency law which
remains undismissed after ninety (90) days, makes an assignment for the benefit
of creditors or takes any similar action under applicable bankruptcy or
insolvency law.

     10.3  TERMINATION FOR CONVENIENCE. Either party may terminate this
Agreement, without cause, on thirty (30) days' written notice.

     10.4  Upon expiration or termination, each party shall return to the other
any materials of the other, including, without limitation, all Confidential
Information.

     10.5  OBLIGATIONS UPON TERMINATION. Termination or expiration shall not
relieve either party of the obligation to pay any sums due hereunder.  Other
obligations which shall survive for a period of five (5) years from the
termination of expiration of this Agreement include: security interest,
retention of title, indemnities and limitation of liability.  Obligations
regarding export control regulations and U.S. governmental end users shall
survive indefinitely.  The warranty and confidentiality provisions shall remain
in effect for their stated durations.  Regarding warranty provisions, 3Com
shall, at its sole discretion, either provide Assistance to Reseller under
Section 3.2 for the duration of any end-user warranties from End-User Agreements
in effect at the time of termination or upon notice from 3Com to do so,
Reseller shall refer, in the manner specified, all requests for warranty support
under said End-User Agreements directly to 3Com.  Reseller shall cooperate with
3Com in providing records evidencing end-user's entitlement to warranty coverage
under the End-User Agreement.  Neither party shall be liable to the other for
any damages, expenditures, loss of profits or prospective profits or goodwill
on account of the termination or expiration of this Agreement pursuant to its
terms.  Reseller expressly waives any and all rights provided by law or statute
for any indemnity or compensation from 3Com by reason of termination or
non-renewal of this Agreement.


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     10.6  CANCELLATION OF PENDING ORDERS.  All orders or portions thereof
remaining unshipped as of the effective date of termination shall
automatically be cancelled.

     10.7  USE OF TRADEMARKS, ETC. Reseller shall cease using any 3Com
trademark, logo or trade name.

     10.8  ACCELERATION OF INVOICES.  All outstanding invoices for the
Products shall automatically be accelerated and all such invoices shall
become due and payable.

11.  RELATIONSHIP OF THE PARTIES

     The parties' relationship is that of independent contractors.  Reseller
will not have, and will not represent that it has any power, right or
authority to bind 3Com, or to assume or create any obligation or
responsibility, express or implied, on behalf of 3Com or in 3Com's name,
except as expressly provided.  Nothing stated in this Agreement shall be
construed as constituting Reseller and 3Com as creating the relationships of
employer/employee, franchiser/franchisee, or principal/agent between the
parties.  Neither Reseller nor its employees or agents are, or shall act as,
employees of 3Com.

12.  MARKETING DEVELOPMENT FUNDS (MDF) PROGRAM.

     Reseller may be eligible to participate in 3Com's Marketing Development
Funds (MDF) program, as may be in effect from time to time.  This is a
separate program and document from this Letter, and is not incorporated
herein.  This program may be modified or terminated by 3Com upon fifteen (15)
days notice to Reseller.

13.  LIMITED PRODUCT WARRANTY

     3Com warrants to Reseller that each product ordered by Reseller under
the terms of this Agreement will be packaged with a copy of the End-User
Agreement (APPENDIX C).  The End-User Agreement accompanying each Product is
3Com's sole warranty for such Product.

     Reseller shall pay to 3Com the discounted price of each replacement
Product shipped by 3Com pursuant to the End-User Agreement if 3Com does not
receive the defective Product being replaced within fourteen (14) days of the
date of shipment by 3Com.  3Com shall only be responsible for freight-out
charges relating to the shipment of replaced Products.

14.  DISCLAIMER AND LIMITATIONS OF LIABILITY; INDEMNIFICATION BY THE RESELLER

     14.1  DISCLAIMER OF WARRANTIES.  AS SET FORTH IN THE END-USER AGREEMENT,
THE WARRANTY SET FORTH IN SECTION 13, DOES NOT EXTEND TO ANY PRODUCT, WHICH
HAS BEEN DAMAGED AS A RESULT OF (1) ACCIDENT, MISUSE OR ABUSE; (2) FAILURE TO
FOLLOW 3COM'S INSTALLATION, OPERATION OR MAINTENANCE INSTRUCTIONS; OR (3)
UNAUTHORIZED SERVICE OR PARTS.

     EXCEPT AS STATED IN SECTION 13 HEREOF, 3COM AND ITS AFFILIATES,
DISTRIBUTORS AND SUPPLIERS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND TO
THE EXTENT PERMITTED BY APPLICABLE LAW, 3COM DISCLAIMS ALL

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OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.  IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER
APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 90
DAYS AFTER DELIVERY OF THE PRODUCT TO RESELLER.  SOME STATES DO NOT ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE ABOVE LIMITATION MAY
NOT APPLY.  THIS WARRANTY GIVES THE RESELLER SPECIFIC LEGAL RIGHTS, AND THE
RESELLER MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

     14.2  EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY.  The entire
liability of 3Com and its subsidiaries, affiliates and distributors (and the
directors, officers, employees, agents and representatives, distributors and
suppliers of all of them) and the exclusive remedy of Reseller and, insofar
as the End-User Agreement so provides, any End-User, for any damages shall be
(1) for failure of products during the Warranty Period, the remedies as set
forth in Section 2 of the End-User Agreement, (2) for infringement, the
remedies stated in section 14 hereof or, in the case of End-Users, as set
forth in Section 5 of the End-User Agreement, and (3) for claims other than
set forth above, 3Com's liability shall be limited to proven direct damages
in an amount not to exceed the total amount of payments previously made by
Reseller to 3Com under this Agreement.  In the event that, notwithstanding
this Section 14.2, 3Com is found liable for damages based on failure of the
Products during the Warranty Period, 3Com's total liability for each
defective Product shall not exceed the discounted price of such defective
Product.

     IN NO EVENT, REGARDLESS OF THEORY, SHALL 3COM BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS
OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA OR OTHER FINANCIAL LOSS ARISING
OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, USE, PERFORMANCE,
FAILURE OR INTERRUPTION OF ITS PRODUCTS OR SERVICES.  NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT, 3COM'S MAXIMUM LIABILITY HEREUNDER SHALL
NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES PURCHASED OR
LICENSED DURING THE TERM OF THIS AGREEMENT.   RESELLER HAS ACCEPTED THE
DISCLAIMER OF LIABILITY AS PART OF A BARGAIN TO LOWER THE PRICE OF THE
PRODUCTS OR SERVICES AND UNDERSTANDS THAT THE PRICE OF THE PRODUCTS OR
SERVICES WOULD BE HIGHER IF 3COM WERE REQUIRED TO BEAR ADDITIONAL LIABILITY.
THIS DISCLAIMER WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS OF
ITS ESSENTIAL PURPOSE.

     14.3  INDEMNIFICATION BY THE RESELLER.  Reseller shall indemnify and
defend 3Com against all claims, suits, losses, expenses, and liabilities
(including 3Com's reasonable attorney's fees) for personal injury, death, and
tangible property damage made against 3Com as a result of the negligence,
intentional wrongful acts, omissions where there is a duty to act, or
misrepresentations of Reseller or any person for whose actions Reseller is
legally liable.  Reseller shall be solely responsible for any claims,
warranties or representations made by Reseller or its employees or agents
which differ from the warranty provided by 3Com in the limited warranty
included in the packaging of each Product sold or licensed hereunder, or
which differ from written documentation provided by 3Com.

                                      11
<PAGE>

15.  PATENT AND COPYRIGHT INDEMNITY

     15.1  Reseller acknowledges 3Com's representation that all Intellectual
Property Rights throughout the world are vested in 3Com absolutely, and
acknowledges that Reseller has no right, title or interest in any
Intellectual Property Rights.

     15.2  3Com shall, at its own expense, defend or settle any suit or
proceeding that is instituted against Reseller to the extent such suit or
proceeding alleges that any Product sold by 3Com hereunder infringes any duly
issued patent or copyright of the United States or the Territory and shall
pay all damages awarded therein against Reseller or agreed upon in settlement
by 3Com; provided that Reseller (i) gives 3Com immediate notice in writing of
any such suit, proceeding or threat thereof, (ii) permits 3Com sole control,
through counsel of 3Com's choice, to defend and/or settle such suit and (iii)
gives 3Com all the needed information, assistance and authority, at 3Com's
expense, to enable 3Com to defend or settle such suit.

     15.3  The above provision shall not apply to and 3Com shall have no
liability or obligation for any infringement arising from: (i) any
modification, servicing or addition made to the Product by anyone other than
3Com, (ii) the use of such Product as a part of or in combination with any
devices, parts or software not provided by 3Com, (iii) compliance with
Reseller's design requirements or specifications, (iv) the use of other than
the then current unaltered release of the software Product available from
3Com or (v) the use of such Product to practice any method or process which
does not occur wholly within the Product.  The above exclusions apply to the
extent that the infringement would have been avoided but for such
modifications, combinations, compliance with specifications, use of other
than the current release or practice of such method or process.

     15.4  In the event the use or sale of any Product purchased from 3Com is
enjoined, or in the event 3Com wishes to minimize its potential liability
hereunder, 3Com may, at its sole option and expense: (i) procure for Reseller
the right to use or sell such Product; (ii) substitute a functionally
equivalent, non-infringing unit of the Product; (iii) modify such Product so
that it no longer infringes but is substantially equivalent in functionality;
or (iv) if none of the foregoing are commercially feasible, take back such
Product and refund the purchase price paid by Reseller for such Product
depreciated over a five (5) year period using the straight line method.  3Com
shall in no event be obligated to accept new orders for Products which are
subject to a claim of infringement covered under this Section.

     15.5  THIS SECTION STATES 3COM'S TOTAL RESPONSIBILITY AND LIABILITY, AND
THE RESELLER'S SOLE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHT FOR ANY PRODUCTS DELIVERED HEREUNDER OR ANY PART
THEREOF AND IS IN LIEU OF AND REPLACES ANY AND ALL OTHER EXPRESS, IMPLIED OR
STATUTORY WARRANTIES OR CONDITIONS REGARDING INFRINGEMENT.

16.  LICENSE TO SOFTWARE; PROTECTION OF 3COM'S PROPRIETARY RIGHTS

     16.1  Reseller acknowledges and agrees that the Product includes certain
software developed by or licensed to 3Com and that, from time to time, 3Com
will furnish certain additional software to Reseller in connection with the
performance by Reseller of its obligations

                                      12
<PAGE>

under this Agreement (such software being referred to herein as the
"Software"). Subject to the terms and conditions contained herein and in
Sections 1(b) through 1(f) of the End-User Agreement, 3Com grants Reseller a
personal, non-transferable and non-exclusive license (i) to distribute the
Software, in object code form only, to end-users solely as an integral
component of the Products and (ii) to use the Software, in object code form
only, to configure the Products for end-users solely in accordance with the
system documentation accompanying the Software. Reseller agrees that all
right, title and interest to such Software shall at all times remain vested
in 3Com. Reseller shall have no right whatsoever to receive, review, or
otherwise use or have access to the source code of the Software, which
Software is permitted to be distributed by Reseller only in object code form
as part of the Product. The Software is the exclusive property of 3Com and
3Com's licensors and contains valuable proprietary information and trade
secrets of 3Com and 3Com's licensors developed at a great cost and expense.
Except as expressly authorized by this Agreement or under applicable law,
Reseller is not permitted to copy or use the Software in any manner. Without
limiting the generality of the foregoing, Reseller agrees that it will not do
any of the following: (i) decompile, reverse engineer, disassemble, or
otherwise reduce the Software to a human-perceivable form; (ii) transfer the
Software from one computer to another, including other servers and/or other
storage devices; (iii) transfer the Software to any other party, except when
transferring it with the Product in accordance with the terms of this
Agreement; or (iv) modify, adapt, translate, rent, sublicense, lease, loan,
resell for profit, distribute, network or create derivative works based upon
the Software or any part thereof. Reseller shall include on all copies of the
documentation for the Software the copyright, trademark and the proprietary
rights notices of 3Com and take reasonable steps to ensure that Reseller's
employees, consultants or agents who are permitted access to the Software
comply with provisions of this Section 15. Reseller shall be liable and
Reseller shall indemnify 3Com for all damages, costs, expenses (including
attorney's fees and court costs), claims and other expenses in connection
with any unauthorized transfer, copying, duplication, reverse engineering,
recompilation, reproduction, or other form of unauthorized use or
misappropriation (whether directly or indirectly) by the Reseller or any of
its employees, agents or representatives of any Software or microprocessor
component of the Product.

         16.2    No rights to manufacture, duplicate or otherwise copy or
reproduce any Products are granted by this Agreement.

         16.3    3Com has the right to license any company, within or outside
the Territory, to manufacture Products.

         16.3.1  3Com hereby grants Reseller a non-exclusive license during
the term and in the Territory of this Agreement to sub-license to eventual
End Users the object code of software Products listed in Appendix A in
accordance with the terms of 3Com's software license agreement that
accompanies such software.

17.  CONFIDENTIAL INFORMATION

         During the course of this Agreement, each party may disclose to the
other certain proprietary information (both patentable and unpatentable,
including but not limited to, trade secrets, know how, software, source codes,
techniques, future product plans, marketing plans, customers, inventions,
discoveries, improvements, and research and development data) ("Confidential
Information") of a character regarded by the disclosing party as confidential.


                                       13
<PAGE>

Each party and each of its employees or consultants to whom disclosure is made
shall hold all Confidential Information and the terms of this Agreement in
confidence and shall not disclose such information to any third party or apply
it to uses other than the recipient's performance of this Agreement.

         Such Confidential Information, if disclosed in writing shall be
marked or identified as confidential or a similar designation, or if orally
or visually disclosed, shall be identified as the confidential information of
the disclosing party at the time of disclosure and then summarized in writing
and provided to the recipient in such written form within thirty (30) days
after such oral or visual disclosure.

         17.1  OBLIGATION OF CONFIDENTIALITY. Each party agrees that for a
period of three (3) years from receipt of Confidential Information from the
other party hereunder, it shall use the same degree of care that it utilizes
to protect its own information of a similar nature, but in any event not less
than reasonable care, to prevent the unauthorized use or the disclosure of
such Confidential Information to third parties. The Confidential Information
shall be disclosed only to employees and consultants of a recipient with a
"need to know" who are instructed to and agree in writing to not disclose
third party Confidential Information, and who shall use the Confidential
Information only for the purpose set forth above. A recipient may not alter,
decompile, disassemble, reverse engineer, or otherwise modify any
Confidential Information received hereunder and the mingling of the
Confidential Information with information of the recipient shall not affect
the confidential nature or ownership of the same as stated hereunder.

         17.2  OWNERSHIP OF CONFIDENTIAL INFORMATION. All Confidential
Information is, and shall remain, the property of the disclosing party.
Nothing herein shall be construed as granting or conferring any rights by
license or otherwise in the Confidential Information except as expressly
provided herein. A recipient hereunder acquires only a limited right to use
the Confidential Information solely for the purpose of performing its
obligations under this Agreement.

         17.3  RETURN OF CONFIDENTIAL INFORMATION. Upon the written request
of the disclosing party, or upon the expiration or termination of this
Agreement, the recipient shall promptly return all copies of the Confidential
Information, in whatever form or media, to the disclosing party or, at the
direction of such party, destroy the same. The recipient shall certify in
writing to the other such return or destruction within ten (10) days
thereafter.

         17.4  EXCEPTIONS TO OBLIGATION OF CONFIDENTIALITY. This Agreement
shall impose no obligation of confidentiality upon a recipient with respect
to any portion of the Confidential Information received hereunder which is:

         (a)      now or hereafter, through no unauthorized act or failure to
                  act on recipient's part, generally known or available;
         (b)      lawfully known to the recipient without an obligation of
                  confidentiality at the time recipient receives the same from
                  the disclosing party, as evidenced by written records;
         (c)      hereafter lawfully furnished to the recipient by a third party
                  without restriction on disclosure;
         (d)      furnished to others by the disclosing party without
                  restriction on disclosure; or


                                       14
<PAGE>

         (e)      independently developed by the recipient without use of the
                  disclosing party's Confidential Information.

         Nothing in this Agreement shall prevent the receiving party from
disclosing Confidential Information to the extent the receiving party is
legally compelled to do so by any governmental investigation or judicial
agency pursuant to proceedings over which such agency has jurisdiction;
provided, however, that prior to any such disclosure, the receiving party
shall (i) assert the confidential nature of the Confidential Information to
the agency, (ii) immediately notify the disclosing party in writing of the
agency's order or request to disclose and (iii) cooperate fully with the
disclosing party in protecting against any such disclosure and/or obtaining a
protective order narrowing the scope of the compelled disclosure and
protecting its confidentiality.

         17.5  Reseller shall not disclose, advertise or publish the terms or
conditions of this Agreement without the prior written consent of 3Com.

18.  GENERAL

         18.1  WAIVER. Any waiver of a default in performance hereunder shall
be deemed a waiver of the particular instance only and shall not be deemed a
consent to any continuing default. The exercise of any right or remedy
provided in the Agreement shall be without prejudice to the right to exercise
any other right or remedy provided by law or equity. If any provision of this
Agreement is found to be invalid, illegal or unenforceable, a modified
provision shall be substituted which carries out as nearly as possible the
original intent of the parties and the remaining provisions shall in no way
be affected thereby.

         18.2  NOTICES. Notices shall be given in writing to the addresses on
the first page of this Agreement, or to such other address as shall be given
by either party to the other in writing. Notices regarding price changes,
product discontinuance, product changes, and logistics center changes may be
made via email to the person(s) specified by Reseller from time to time. Any
notice involving non-performance, termination, or renewal shall be sent by
recognized overnight courier or within the United States, via certified mail,
return receipt requested. All other notices may be sent by (i) recognized
overnight courier or (ii) by fax or email and confirmed by first class mail.
All notices shall be deemed to have been given and received on the earlier of
actual delivery or three (3) days from the date of postmark.

         18.3  ATTORNEY'S FEES. In any action to enforce this Agreement the
prevailing party shall be awarded all court costs and reasonable legal fees
incurred.

         18.4  DISPUTE RESOLUTION. The parties will attempt in good faith to
promptly resolve any dispute, controversy, or claim ("Dispute") arising out
of or relating to this Agreement through negotiations between the parties
before resorting to other remedies available to them. Any such Dispute shall
be referred to appropriate senior executives (e.g. director or V.P. level) of
each party who shall have the authority to resolve the matter. Discussions
and correspondence relating to trying to resolve such Dispute shall be
treated as confidential information developed for the purpose of settlement
and shall be exempt from discovery or production and shall not be admissible
in subsequent mediation, other alternate dispute resolution ("ADR"), or
litigation. If the senior executives are unable to resolve the Dispute within
thirty (30) days from the date of the written communication requesting
referral to the executives, and either party wishes to

                                       15


<PAGE>

pursue its rights relating to such Dispute, then the Dispute will be mediated
by a mutually acceptable mediator appointed pursuant to the mediation rules
of JAMS/Endispute within thirty (30) days after written notice by one party
to the other demanding non-binding mediation. Neither party may unreasonably
withhold consent to the selection of a mediator or the location of the
mediation. Both parties will share the costs of the mediation equally, except
that each party shall bear its own costs and expenses, including attorney's
fees, witness fees, travel expenses, and preparation costs. The parties may
also agree to replace mediation with some other form of non-binding or
binding ADR. If the parties agree upon binding arbitration, the power of the
arbitrator(s) shall be limited to that possessed by a Superior Court Judge in
California and the arbitrator(s) shall be prohibited from awarding damages
ore remedies in excess of those allowed by the provisions of this Agreement.

Any Dispute which the parties cannot resolve through mediation within two (2)
months of the date of the initial demand for it by one of the parties may
then be submitted to a court for resolution. The use of any ADR procedures
will not be construed under the doctrine of laches, waiver or estoppel to
adversely affect the rights of either party.

Any Dispute regarding the following is not required to be negotiated or
mediated: non-payment or late payment; breach of any obligation of
confidentiality; infringement, misappropriation, or misuse of any
intellectual property right; any other claim where interim relief from the
court is sought to prevent serious and irreparable injury to one of the
parties or to others.

     18.5  GOVERNING LAW.  This Agreement shall be construed in accordance
with and all disputes hereunder shall be governed by the laws of the State of
California, EXCLUDING its conflict of law rules AND THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. With the
exception of the Dispute Resolution provision, above, the Superior Court of
Santa Clara County and/or the United States District Court for the Northern
District of California shall have non-exclusive jurisdiction and venue over
all controversies in connection herewith.

     18.6  SECTION HEADINGS.  The section headings contained herein are for
reference only and shall not be considered substantive parts of this
Agreement.

     18.7  FORCE MAJEURE.  Neither party shall be liable to the other for any
alleged loss or damage resulting from any delay of performance caused by acts
of the other, acts of civil or military authority, governmental priorities,
earthquake, fire, flood, epidemic, quarantine, energy crisis, strike, labor
trouble, war, riot, accident, shortage, delay in transportation, or any other
causes beyond the reasonable control of the delayed party.

     18.8  ENTIRE AGREEMENT.  This Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof, may
be modified only in a writing signed by both parties, and shall supersede any
and all other agreements between them regarding such subject matter.
AMENDMENTS TO THIS AGREEMENT AT THE TIME THAT IT IS EXECUTED MAY BE MADE ONLY
BY A DOCUMENT SIGNED BY BOTH PARTIES.


                                       16

<PAGE>

     18.9   DUE EXECUTION.  Each person executing this Agreement on behalf of
a party represents and warrants that he or she has been duly authorized to
execute this Agreement on behalf of the party.

     18.10  PAYMENTS TO THIRD PARTIES.  By signing this Agreement, Reseller
guarantees to 3Com that no portion of any compensation received from the sale
of 3Com Products will be paid directly or indirectly to any third parties who
are employees of or have any business or official interest in the affairs of
a customer placing an order which is the basis on which compensation is paid.
Violation of the terms of this guarantee shall be considered cause for
immediate termination (without any cure period) of this Agreement. This
provision does not preclude Reseller from participating in organized
promotional activities approved by 3Com.

     18.11  U.S. GOVERNMENTAL END USERS.  All 3Com technical data and
computer software is commercial in nature and developed solely at private
expense. Software is delivered as "Commercial Computer Software" as defined
in DFARS 252.227-7014 (June 1995) or as a commercial item as defined in
FAR 2.101(a) and as such is provided with only such rights as are provided in
3Com's standard commercial license for such software. Technical data is
provided with limited rights only as provided in DFAR 252.227-7015 (Nov.
1995) or FAR 52.227-14 (June 1987), whichever is applicable. Reseller agrees
not to remove, deface or modify any portion of any legend provided on any
licensed software or documentation delivered to it under this Agreement.

     18.12  CHOICE OF LANGUAGE.  The original of this Agreement is in English
and Reseller waives any right to have it written in any other language.
Section headings are for convenience only.

19.  EXPORT RESTRICTIONS

     19.1   GENERAL.  Reseller acknowledges that all Products, Spares,
technical data, computer software, documentation or other materials supplied
hereunder (collectively "Technical Data") and the product thereof are subject
to all pertinent import and export laws, rules and regulations of the United
States and the Territory, specifically including the provisions of the U.S.
Export Administration Regulations ("EAR"). This Agreement is also
specifically subject to U.S. Department of Commerce regulations relating to
restrictive trade practices or boycotts. In no event shall 3Com be bound by
any terms and conditions that contravene such pertinent laws. Reseller agrees
to comply with all such laws and regulations applicable to the Technical Data
and, without limiting the generality of the foregoing, Reseller agrees that,
unless prior written authorization is received from the U.S. Department of
Commerce, it shall not knowingly export or re-export, directly or indirectly,
any Technical Data (or part thereof), or any process or service which is the
direct product of the Technical Data to (i) any person or firm on the "Denied
Parties List" published by the U.S. Department of Commerce, or to any person
or firm on the "Specially Designated Nationals" list published by the U.S.
Department of the Treasury, or (ii) the following nations or nationals
thereof: Cuba, Iran, Iraq, Libya, North Korea, Republic of Serbia, Sudan and
Syria. All lists of countries contained in this entire Section 12 are
accurate as of May 1999. They are subject to change by the U.S. Government
and these lists shall be considered updated to be consistent with
then-current U.S. law.


                                       17

<PAGE>

     19.2    NON CIVILIAN/PROLIFERATION RESTRICTIONS.

     19.2.1  Reseller hereby certifies that, unless prior written
authorization is received by Reseller from the U.S. Department of Commerce,
it shall not transfer, export or re-export, directly or indirectly, any
Technical Data (or part thereof), or any process or service which is the
direct product of the Technical Data received under License Exception TSR to
any of the following nations or nationals thereof: Albania, Armenia,
Azerbaijan, Belarus, Bulgaria, Cambodia, Cuba, Estonia, Georgia, Iran, Iraq,
Kazakhstan, Kyrgystan, Laos, Latvia, Libya, Lithuania, Moldova, Mongolia,
North Korea, People's Republic of China, Republic of Serbia, Romania, Russia,
Sudan, Syria, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, Vietnam.

     19.2.2  Reseller acknowledges that certain Technical Data supplied
hereunder from 3Com are exported under U.S. Export Administration Regulations
license exceptions that prohibit the transfer, export or re-export of such
Technical Data to military end users for known military uses or to agents or
any intermediate entities in the chain of supply. In addition to conventional
military activities, Reseller understands that military uses include any
proliferation activities and that both uses would require export license
approval from the U.S. Government prior to such sale or export in the
following destination countries: Albania, Armenia, Azerbaijan, Belarus,
Bulgaria, Cambodia, Estonia, Georgia, Kazakhstan, Kyrgystan, Laos, Latvia,
Lithuania, Moldova, Mongolia, People's Republic of China, Romania, Russia,
Tajikistan, Turkmenistan, Ukraine, Uzbekistan, and Vietnam.

     19.2.3  Reseller acknowledges that it will not transfer, export or
re-export, without U.S. Government permission, any Technical Data that (i) is
destined for any missile technology project, or (ii) will be used in the
design development, production or use of missiles, or (iii) will be used in
the design development, production, stockpiling or use of chemical or
biological weapons, if any such activities are located in any of the
following proliferation risk countries: Afghanistan, Algeria, Andorra,
Angola, Armenia, Azerbaijan, Bahrain, Belarus, Bulgaria, Burma, Cambodia,
People's Republic of China, Comoros, Djibouti, Egypt, Georgia, India, Israel,
Jordan, Kazakhstan, Kuwait, Kyrgystan, Lebanon, Micronesia, Moldova,
Mongolia, Oman, Pakistan, Qatar, Russia, Saudi Arabia, Taiwan, Tajikistan,
Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan, Vanuatu, Vietnam,
and Yemen.

     19.2.4  Reseller acknowledges that specific U.S. Government approval is
required prior to transfer, export or re-export of Technical Data if Reseller
knows that such Technical Data will be used for nuclear end-uses in any
country other than the following nations: Australia, Belgium, Canada,
Denmark, France, Germany, Greece, Iceland, Italy, Japan, Luxembourg, the
Netherlands, New Zealand, Norway, Portugal, Spain, Turkey, United Kingdom and
the United States.

     3Com may require Reseller to execute an Export/Re-Export Letter and/or
other export paperwork on an annual basis or more frequently when required
and may require details on an End User or application when necessary to
facilitate the qualification of a transaction for the above-referenced
license restrictions. Reseller is responsible for obtaining and providing to
3Com International Import Certificates and/or other support documentation
required by 3Com in order to apply for U.S. export licenses.


                                       18

<PAGE>

     19.3  RESPONSIBILITY FOR EXPORT LICENSING.  3Com agrees to use
commercially reasonable steps to obtain, at 3Com's expense, all documentation
required by the United States Export Administration Regulations and/or other
authorities to permit the exportation of Technical Data to Reseller. 3Com
shall have no liability or obligation to Reseller if the responsible
government authorities decline to issue any such export licenses. ALL ORDERS
ISSUED PURSUANT TO THIS AGREEMENT ARE SUBJECT TO THE OBTAINING OF SAID
LICENSES.

     19.4  EXPORTER OF RECORD.  If Reseller chooses to use a freight
forwarder or agent, other than a 3Com preferred freight forwarder to export
Technical Data from the United States, Reseller or its properly authorized
agent or forwarder must hold a properly executed power of attorney to prepare
and sign Shipper's Export Declarations as exporter of record from the United
States.

     19.5  ENCRYPTED PRODUCTS.  Certain Technical Data provided by 3Com under
this Agreement may require that Reseller report all sales, transfers, exports
and re-exports to the Bureau of Export Administration, U.S. Department of
Commerce, Washington, D.C., USA, identifying the specific End User name,
address, country of ultimate destination and quantities shipped, before
encrypted Technical Data may be purchased or licensed under 3Com's export
licensing approval arrangements with the U.S. Government. With respect to
certain technical data that 3Com will communicate to Reseller and require
Reseller's written acceptance of additional government imposed requirements
or responsibilities prior to release and shipment of orders. These purchases
or licenses will be allowed only if they are in full compliance with U.S.
law, and if Reseller evidences compliance with all export reporting
requirements.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

3COM CORPORATION                            Air Nexus Inc

Signature: /s/ Emad Zureik                  Signature: /s/ Patrick C. Morgan
           -----------------------------              --------------------------

Printed Name: Emad Zureik                   Printed Name: Patrick C. Morgan
              --------------------------                  ----------------------

Title: Sales Controller                     Title: President
       ---------------------------------           -----------------------------

Date: 11-23-99                              Date: 11/11/99
      ----------------------------------          ------------------------------


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