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                             DISTRIBUTION AGREEMENT

     THIS DISTRIBUTION AGREEMENT ("Agreement"), is entered into this 19th day of
February, 1998, by and between INGRAM MICRO INC. ("Ingram"), a Delaware
corporation, having its principal place of business at 1600 E. St. Andrew Place,
Santa Ana, California 92705, and CNF, Inc. ("Vendor"), a California corporation,
having its principal place of business at 15345 Calle Enrique, Morgan Hill,
California 95037. The parties desire to and hereby do enter into a
distributor/supplier relationship, the governing terms and mutual promises of
which are set out in this Agreement.

1. DISTRIBUTION RIGHTS

1.1 Territory Vendor grants to Ingram, including its affiliates for resale, and
Ingram accepts, the nonexclusive right to distribute worldwide all computer
products produced and/or offered by Vendor ("Product") during the term of this
Agreement. Ingram shall have the right to purchase, sell and ship to any
reseller within the territory or to Ingram's affiliate, or at Vendor's option
Ingram's affiliate may purchase direct from Vendor.

1.2 Product Vendor agrees to make available and to sell to Ingram such Product
as Ingram shall order from Vendor at the prices and subject to the terms set
forth in this Agreement. Ingram shall not be required to purchase any minimum
amount or quantity of the Product.

2. TERM AND TERMINATION

2.1 Term The initial term of this Agreement shall be for a period of twelve (12)
months, beginning on the date first above written. Vendor shall achieve and
maintain an average sell thru rate of fifty thousand dollars ($50,000) per month
during the initial term, otherwise Ingram will review for possible contract
termination. In the event such sell thru rate is attained Ingram will extend the
term an additional twelve (12) months. Thereafter, this Agreement shall be
renewed for successive one (1) year terms without further notice, unless
terminated sooner as provided under the provisions of this Agreement.

2.2 Termination

     (a) Either party may terminate this Agreement, with or without cause, by
giving thirty (30) days written notice to the other party.

     (b) Either party may immediately terminate this Agreement with written
notice if the other party:

          (i)   materially breaches any term of this Agreement and such breach
                continues for thirty (30) business days after written
                notification thereof; or

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          (ii)  ceases to conduct business in the normal course, becomes
                insolvent, makes a general assignment for the benefit of
                creditors, suffers or permits the appointment of a receiver for
                its business or assets, or avails itself of or becomes subject
                to any proceeding under any Bankruptcy Act or any other federal
                or state statute relating to insolvency or the protection of
                rights of creditors; or

          (iii) attempts to assign or otherwise transfer its rights hereunder
                unless both have agreed in writing to such assignment or
                transfer.

3. INGRAM OBLIGATIONS

3.1 Product Availability Ingram will list Product in its catalog(s) as
appropriate and endeavor to make such Product available to customers.

3.2 Advertising Ingram will advertise and/or promote Product in a commercially
reasonable manner and will transmit as reasonably necessary Product information
and promotional materials to its customers.

3.3 Support Ingram will make its facilities reasonably available for Vendor and
will assist in Product training and support. Ingram will provide reasonable,
general Product technical assistance to its customers, and will direct all other
technical issues directly to Vendor.

3.4 Administration

     (a) Upon request, Ingram will furnish Vendor with a valid tax exemption
certificate.

     (b) Ingram will provide Vendor standard sales-out and inventory reports via
its electronic Bulletin Board System.

     (c) Ingram may handle its customers' Product returns by batching them for
return to Vendor at regular intervals.

4. VENDOR OBLIGATIONS

4.1 Shipping/Export

     (a) Vendor shall ship Product pursuant to Ingram purchase order(s)
("P.O."). Product shall be shipped F.O.B. Ingram's designated warehouse with
risk of loss or damage to pass to Ingram upon delivery to the warehouse
specified in Ingrain's P.O.

     (b) Ingram requires concurrent with the execution of this Agreement Export
Administration Regulations product classification and supporting documentation:
Certificate of Origin (General Use and/or NAFTA), Export Commodity Control
Number's; (ECCN's), General License and/or Individual Validated License
information and Schedule "B"/Harmonized

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Numbers. This applies when distribution rights granted under Section 1.1 are
outside the United States for the initial Product/s and when additions or
changes to these Products occurs.

4.2 Invoicing For each Product shipment to Ingram, Vendor shall issue to Ingram
an invoice showing Ingram's order number, the Product part number, description,
price and any discount. At least monthly, Vendor shall provide Ingram with a
current statement of account, listing all invoices outstanding and any payments
made and credits given since the date of the previous statement.

4.3 Product Availability Vendor agrees to maintain sufficient Product inventory
to fill Ingram's orders. If a shortage of any Product exists, Vendor agrees to
allocate its available inventory of such Product to Ingram in proportion to
Ingram's percentage of all of Vendor's customer orders for such Product during
the previous sixty (60) days.

4.4 Product Marking Vendor will clearly mark each unit of Product with the
Product name and computer compatibility. Such packaging will also bear a
machine-readable bar code identifier scannable in standard Uniform Product Code
(UPC) format. The bar code must identify the Product as specified by the Uniform
Code Council (UCC). If the Vendor or Ingram customers' require serial number
tracking the serial number must be clearly marked and bar coded on the outside
of the individual selling unit. The bar code shall fully comply with all
conditions regarding standard product labeling set forth in Exhibit B in the
then-current Ingram Guide to Bar Code: The Product Label. Vendor may be assessed
a reasonable per unit charge for all Product not in conformance herewith.

4.5 TechNotes Vendor will within thirty (30) days of execution of this Agreement
sign the CIS/ Manufacture Product Information Library - TechNotes and Content
Distribution Agreements as shown in Exhibit C and provide the required product
information in the designated template format.

4.6 Support At no charge to Ingram, Vendor shall support Product and any
reasonable Ingram efforts to sell Product. Vendor shall also provide to Ingram,
its employees, and its customers reasonable amounts of sales literature,
advertising materials, and training and support in Product sales.

4.7 New Product Vendor shall endeavor to notify Ingram at least thirty (30) days
before the date any new Product is introduced. Vendor shall make such Product
available for distribution by Ingram no later than the date it is first offered
for sale in the marketplace.

4.8 Insurance Vendor shall carry insurance coverage for product
liability/completed operations with minimum limits of two million dollars
($2,000,000). Within ten (10) days of full execution of this Agreement, Vendor
shall provide Ingram with a Certificate of Insurance. This Certificate of
Insurance must include: (i) a broad form endorsement naming Ingram as an
additional insured, and (ii) a mandatory thirty (30) day notice to Ingram of
insurance cancellation.

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4.9 Warranties/Certification

     (a) General Warranty Vendor represents and warrants that (i) it has good
transferable title to the Products, (ii) the Product will perform in conformity
with specifications and documentation supplied by Vendor, (iii) the Product or
its use does not infringe any patents, copyrights, trademarks, trade secrets, or
any other intellectual property rights, (iv) that there are no suits or
proceedings pending or threatened which allege any infringement of such
proprietary rights, and (v) the Product sales to Ingram do not in any way
constitute violations of any law, ordinance, rule or regulation in the
distribution territory.

     (b) Warranty Vendor hereby represents and warrants that any Product offered
for distribution does not contain any obscene, defamatory or libelous matter or
violate any right of publicity or privacy.

     (c) End-User Warranty Vendor shall provide a warranty statement with
Product for end user benefit. This warranty shall commence upon Product delivery
to end-user.

     (d) Millennium Compliance Warranty Vendor warrants and represents that the
Product will properly (a) record, store, process, calculate or present calendar
dates falling on and after (and if applicable, spans of time including) January
1, 2000 as a result of the occurrence, or use of data consisting of, such dates
and (b) calculate any information dependent on or relating to dates on or after
January 1, 2000 in the same manner, and with the same functionality, data
integrity and performance, as such Product records, stores, processes,
calculates and presents calendar dates on or before December 31, 1999, or
information dependent on or relating to such dates.

     (e) Class B Warranty Vendor hereby represents and warrants that the Product
has been or will be at the time of shipment certified as a Class B computing
device as required by the rules of the U.S.A. Federal Communications Commission
("FCC Rules").

     (f) EU Warranty Vendor further warrants and represents for Products
distributed to the European Union ("EU") that the Products will be accepted
under all EU directives, regulations and the EU country's legislation.

     (g) Made in America Certification Vendor by the execution of this Agreement
certifies that it will not label any of its products as being "Made in America,"
"Made in U.S.A.," or with similar wording, unless all components or elements of
such Product is in fact made in the United States of America. Vendor further
agrees to defend, indemnify and hold harmless from and against any and all
claims, demands, liabilities, penalties, damages, judgments or expenses
(including attorney's fees and court costs) arising out of or resulting in any
way from Product that does not conform to the Certification.

4.10 Sell Through Vendor shall achieve and maintain an average sell through of
one hundred thousand dollars ($100,000) per month combined for all Products.
Vendor shall

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pre-pay all marketing expenditures by Ingram during the first ninety (90) days
("initial period") and thereafter in the event the sell through rate either (i)
fails to achieve this amount after the initial period, or (ii) at any time
thereafter when such rate is not maintained.

4.11 Rebate Vendor will pay Ingram a three percent (3%) quarterly rebate based
on gross sales. The rebate will be paid by check within thirty (30) days after
the quarter end. If no check is received within that period Ingram shall deduct
that amount from the Vendor's next payment.

5. PRICING

5.1 Ingram Pricing The suggested retail price and any Ingram discount for
Product is set out in Exhibit D. Vendor may modify Exhibit D with a minimum of
thirty (30) days advance written notice to Ingram. All Ingram orders for Product
will be billed at the price in effect when the order is placed. Ingram shall
have sole discretion as to selling price of Product to its customers.

5.2 Vendor Pricing Vendor agrees that the prices and terms it offers to Ingram
are now and will continue to be at least as low as those it offers to any of its
customers excluding Original Equipment Manufacturer ("OEM") accounts. If Vendor
offers price discounts, promotional discounts or other special prices to its
other customers excluding OEM accounts, Ingram shall also be entitled to
participate in and receive notice of the same no later than Vendor's other non
OEM customers.

5.3 International Pricing If Vendor offers a better price outside the U.S. and
Ingram has distribution rights in that territory then the same price shall be
offered to Ingram for Product sales into that territory.

5.4 Price Adjustments If Vendor reduces any Product price, or offers increased
discounts to any customers excluding OEM accounts, Vendor will promptly credit
Ingram for the difference between the original Product price and the reduced
Product price for Ingram's and its customers' Product inventory, including: (i)
any Customer Product in-transit from/to Ingrain, (ii) any unshipped orders, and
(iii) orders in-transit to Ingram on the price reduction or increased discount
offer date. In the event that Vendor shall raise the list price of a Product,
all orders for such Product placed prior to the effective date of the price
increase shall be invoiced at the lower price. Vendor shall provide Ingram with
thirty (30) days advance notice of any price increases.

5.5 Payment Terms Vendor will issue invoices concurrently with Product shipments
to Ingram. Ingram will pay Vendor one time per month for any invoices not held
in reserve for: (i) Product on hand at Ingram, (ii) Product on hand at resellers
who have purchased Vendor's product from Ingram, (iii) Product in transit to
Ingram from resellers, (iv) marketing programs which will occur in the near
future, and (v) for any outstanding debit or invoice to Vendor.

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5.6 Right to Withhold Notwithstanding any other provision in this Agreement to
the contrary, Ingram shall not be deemed in default if it withholds any specific
amount to Vendor because of a legitimate dispute between the parties as to that
specific amount pending the timely resolution of the disputed amount.

6. MARKETING

6.1 Trademarks Ingram may advertise and promote the Product and/or Vendor, and
may thereby use Vendor's trademarks, service marks and trade names. Neither
party shall acquire any rights in the trademarks, service marks or trade names
of the other.

6.2 Advertising

     (a) Vendor agrees to cooperate with Ingram in advertising and promoting the
Product and/or Vendor and hereby grants Ingram a cooperative advertising
allowance of two percent (2%) of invoice amounts for Product purchased by Ingram
from Vendor to the extent that Ingram or customer/dealers use the allowance for
any advertising and promoting which features Product and/or Vendor. Upon receipt
of reasonable evidence of advertising expenditures, Vendor agrees to credit the
amount of any such expenditures against future purchases by Ingram.

     (b) Vendor agrees to provide Marketing Development Funds ("MDF") of one
percent (1%) of invoice amounts for Product purchased by Ingram from Vendor.

6.3 Programs

     (a) Ingram may offer marketing programs to Vendor including but not limited
to launch programs and reseller pass through opportunities. If Vendor elects to
participate, Vendor agrees to pay such funds as may be required for this
purpose.

     (b) Vendor shall provide in addition to amounts under 6.2 (a) & (b), thirty
thousand dollars ($30,000) to be used during the first three (3) months for
Product launch. A check for this amount shall be issued to Ingram concurrent
with the execution of this Agreement. Thereafter, Vendor shall pre-pay all
marketing and promotional activities until a sales rate of one hundred thousand
dollars ($100,000) per month is achieved. Ingram shall prepare, implement and
review with Vendor marketing plans funded by these expenditures.

6.4 Support Product Vendor shall consign a reasonable amount of demonstration
Product to aid Ingram in its support and promotion of Product. All such
consigned Product will be returned to Vendor upon request.

7. RETURNS

7.1 Stock Balancing Notwithstanding anything herein to the contrary, Ingram may
return throughout the term any Products which are in their original packaging to
Vendor for full credit

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of the Products' purchase price. In the event that a Return Material
Authorization (RMA) for the return of Product is not issued within five (5) days
of the request, Ingram shall have the right to return any Product(s) to Vendor
without an RMA, and Vendor shall be obligated to accept such return for credit.
Ingram will pay all freight charges for returned Products.

7.2 Post-Term/Termination For one hundred eighty (180) days after the expiration
or earlier termination of this Agreement, Ingram may return to Vendor any
Product for credit against outstanding invoices, or if there are no outstanding
invoices for a cash refund. Any credit or refund due Ingram for returned Product
shall be equal to the Product purchase price. Ingram will pay all freight
charges for returned Products.

7.3 Product Discontinuation Vendor shall give Ingram thirty (30) days' advance
written notice of Product discontinuation. Ingram may return all such Product to
Vendor for full credit of Product purchase price plus all freight charges
incurred by Ingram in returning the Product.

7.4 Defective Product

     (a) Ingram may return any Product to Vendor that Ingram or its customer
finds defective. Vendor shall immediately credit Ingram for the Product purchase
price, plus all freight charges incurred by Ingram in returning the defective
Product.

     (b) If any Product is recalled by Vendor because of defects, revisions or
upgrades, Ingram will, at Vendor's request, provide reasonable assistance with
the recall. Vendor will pay Ingrain's expenses in connection with such recall.

8. INDEMNIFICATION

8.1 Product Indemnity Vendor shall defend, indemnify, and hold harmless Ingram
from and against any claims, demands, liabilities, or expenses (including
attorney's fees and costs) for any injury or damage, including, but not limited
to, any personal or bodily injury or property damage, arising out of or
resulting in any way from any defect in Products. This duty to indemnify Ingram
shall be in addition to the warranty obligations of Vendor.

8.2 General Indemnity Each party shall indemnify, defend and hold the other
harmless from and against any and all claims, actions, damages, demands,
liabilities, costs and expenses, including reasonable attorney's fees and
expenses, resulting from any act or omission of the acting party or its
employees under this Agreement, that causes or results in property damage,
personal injury or death.

8.3 Intellectual Property Rights Indemnity Vendor shall defend, indemnify and
hold Ingram, its resellers and their customers, harmless from and against all
damages and costs incurred by any of them arising from the infringement of any
patent, copyright, trademark, trade secret or other proprietary right by reason
of the manufacture, sale, marketing, or use of Product.

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8.4 Product Infringement Upon infringement, Vendor may, at its expense and
option (i) procure the right to continue using any part of Product, (ii) replace
the infringing Product with a non-infringing Product of similar performance, or
(iii) modify Product to make it non-infringing, or provide Ingram with written
assurances that the claim is unsupportable. In either case, Vendor shall defend,
indemnify and hold Ingram, its resellers and their customers, harmless from and
against all damages and costs incurred by any of them arising from a claim of
infringement. If Vendor does not so act within ninety (90) days after such
claim, Ingram may return Product to Vendor for a full credit against future
purchases or for a cash refund, at Ingram's option.

8.5 Multi-Media Indemnity Vendor shall defend, indemnify and hold Ingram, its
resellers and their customers, harmless from and against all damages and costs
incurred by any of them to the extent it is based upon a claim that the Product
either (i) violates a third party's right of publicity and/or right of privacy,
or (ii) contains any obscene, defamatory or libelous matter.

8.6 European Indemnity For Products distributed to a country of the EU, the
Vendor accepts full responsibility for, and will indemnify Ingram for, all costs
and damages arising from any non-compliance with any manufacturer-directed EU
decree, regulation or directive.

8.7 Millennium Compliance Indemnity Vendor agrees to indemnify and hold Ingram
and its shareholders, officers, directors, employees, agents, successors, and
assigns harmless from and against any and all claims, suits, actions,
liabilities, losses, costs, reasonable attorney's fees, expenses, judgments or
damages, whether ordinary, special or consequential, resulting from any third
party claim made or suit brought against Ingram or such persons, to the extent
such results from Vendor's breach of the warranty specified in Section 4.9(d).

8.8 Limitation of Liability NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST
PROFITS OF BUSINESS, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED
IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), AND
WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     THIS LIMITATION IS IN NO WAY MEANT TO LIMIT VENDOR'S LIABILITY FOR PERSONAL
INJURY OR DEATH AS A RESULT OF A DEFECT IN ANY PRODUCT IN THOSE JURISDICTIONS
WHERE THE LAW DOES NOT ALLOW THIS LIMITATION.

9. COMPLIANCE WITH FEDERAL LAWS AND REGULATIONS

9.1 Executive Order 11246 Vendor agrees to include the Equal Employment
Opportunity Clause by reference in every contract, agreement and purchase order
entered into with subcontractors or suppliers as required by 41 CFR 60-1.4.

9.2 Employer Information Report EEO-1/ Written Affirmative Action Program Vendor
agrees that if the value of any contract or purchase order is fifty thousand
dollars ($50,000) or

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more and the Vendor has fifty (50) or more employees, Vendor will (i) file an
EEO-1 report (Standard Form 100) and comply with and file such other compliance
reports as may be required under Executive Order 11246, as amended, and Rules
and Regulations adopted thereunder and (ii) will develop a written affirmative
action compliance program for each of its establishments as required by Title 41
CFR 60-1.40.

9.3 Veterans Employment Clause Vendor agrees to abide by and comply with the
provisions of the Affirmative Action Clause, 41 CFR 60-250.4.

9.4 Employment of Handicapped Persons Vendor agrees that it will abide by and
comply with the provisions of the Affirmative Action Clause, 41 CFR 60-741.4.

9.5 Small Business Concerns and Small Business Concerns Owned and Controlled by
Socially and Economically Disadvantaged Individuals Where a government contract
is expected to exceed five hundred thousand dollars ($500,000), Vendor agrees to
comply with all requirements of P.L. 95-507 and regulations promulgated
thereunder. Vendor shall comply with instructions contained in Exhibit E.

9.6 Women-Owned Business Concerns Vendor shall comply with instructions
contained in Exhibit E. Where a government contract is expected to exceed five
hundred thousand dollars ($500,000), Vendor agrees to comply with all
requirements of Executive Order 12138 and all regulations promulgated
thereunder.

10. GOVERNMENT PROGRAM

10.1 Partnership America Vendor may, at its sole option, participate in Ingram's
government reseller program in which case the provisions of Exhibit F,
Partnership America, shall apply. A draft copy is provided solely for your
information and review.

11. GENERAL PROVISIONS

11.1 Notices Any notice which either party may desire to give the other party
must be in writing and may be given by (i) personal delivery to an officer of
the party, (ii) by mailing the same by registered or certified mail, return
receipt requested, to the party to whom the party is directed at the address of
such party as set forth at the beginning of this Agreement, or such other
address as the parties may hereinafter designate, and (iii) by facsimile or
telex communication subsequently to be confirmed in writing pursuant to item
(ii) herein.

11.2 Governing Law This Agreement shall be construed and enforced in accordance
with the laws of the State of California, except that body of law concerning
conflicts of law. The United Nations Convention on Contracts for the
International Sale of Goods shall not apply to this Agreement.

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11.3 Cooperation Each party agrees to execute and deliver such further documents
and to cooperate as may be necessary to implement and give effect to the
provisions contained herein.

11.4 Force Majeure Neither party shall be liable to the other for any delay or
failure to perform which results from causes outside its reasonable control.

11.5 Attorneys Fees In the event there is any dispute concerning the terms of
this Agreement or the performance of any party hereto pursuant to the terms of
this Agreement, and any party hereto retains counsel for the purpose of
enforcing any of the provisions of this Agreement or asserting the terms of this
Agreement in defense of any suit filed against said party, each party shall be
solely responsible for its own costs and attorney's fees incurred in connection
with the dispute irrespective of whether or not a lawsuit is actually commenced
or prosecuted to conclusion.

11.6 Export Regulations Ingram agrees by the purchase of Products to conform to,
and abide by, the export laws and regulations of the United States, including
but not limited to, the Export Administration Act of 1979 as amended and its
implementing regulations. Ingram shall include a statement in it's standard
sales terms and conditions that any shipment of Product outside the United
States will require a valid export license. Ingram further agrees to distribute
Product in accordance with the territory as defined in Section 1.1. Whenever a
EU country is specified as Territory under Section 1.1, Territory shall include
all EU countries.

12. AGREEMENT

12.1 Counterparts This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

12.2 Section Headings Section headings in this Agreement are for convenience
only, and shall not be used in construing the Agreement.

12.3 Incorporation of all Exhibits Each and every exhibit referred to
hereinabove and attached hereto is hereby incorporated herein by reference as if
set forth herein in full.

12.4 Severability A judicial determination that any provision of this Agreement
is invalid in whole or in part shall not affect the enforceability of those
provisions found to be valid.

12.5 No Implied Waivers If either party fails to require performance of any duty
hereunder by the other party, such failure shall not affect its right to require
performance of that or any other duty thereafter. The waiver by either party of
a breach of any provision of this Agreement shall not be a waiver of the
provision itself or a waiver of any breach thereafter, or a waiver of any other
provision herein.

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12.6 Binding Effect/Assignment This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, and their respective
representatives, successors and permitted assigns. This Agreement shall not be
assignable by Vendor, without the express written consent of Ingram, which
consent shall not be unreasonably withheld, including to a Person in which it
has merged or which has otherwise succeeded to all or substantially all of such
party's business and assets to which this Agreement pertains and which has
assumed in writing or by operation of law its obligations under this Agreement.
Any attempted assignment in violation of this provision will be void.

12.7 Survival Sections 5.5 (Payment Terms), 5.6 (Right to Withhold), 7.2
(Post-Term Termination) and 8. (Indemnification) shall survive the expiration or
earlier termination of this Agreement.

12.8 Entire This Agreement constitutes the entire agreement between the parties
regarding its subject matter. This Agreement supersedes any and all previous
proposals, representations or statements, oral or written. Any previous
agreements between the parties pertaining to the subject matter of this
Agreement are expressly terminated. The terms and conditions of each party's
purchase orders, invoices, acknowledgments/confirmations or similar documents
shall not apply to any order under this Agreement, and any such terms and
conditions on any such document are objected to without need of further notice
or objection. Any modifications to this Agreement must be in writing and signed
by authorized representatives of both parties.

12.9 Authorized Representatives Either party's authorized representative for
execution of this Agreement or any amendment hereto shall be president, a
partner, or a duly authorized vice president of their respective party. The
parties executing this Agreement warrant that they have the requisite authority
to do so.

     IN WITNESS WHEREOF, the parties hereunto have executed this Agreement.


"Ingram"                                    "Vendor"

Ingram Micro Inc.                           CNF, Inc.
1600 E. St. Andrew Place                    15345 Calle Enrique
Santa Ana, California 92705                 Morgan ill, California 9503

By: /s/ Michael Terrell                     By: /s/ David G. Thompson
    ------------------------------              --------------------------------

Name: Michael Terrell                       Name: David G. Thompson
      ----------------------------                ------------------------------

Title: Vice President Purchasing            Title: CFO
       ---------------------------                 -----------------------------

Date: May 28, 1998                          Date: 4/9/98
      ----------------------------                ------------------------------

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*AGREEMENT MUST BE SIGNED BY PRESIDENT OR BY A DULY AUTHORIZED VICE PRESIDENT OR
PARTNER.

EXHIBITS:
---------

A - Vendor Routing Guide (if applicable)

B - Guide to Bar Code: The Product Label

C - TechNotes

D - Product Price List

E - Small And Disadvantaged Business Certification

F - Partnership America

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[LOGO]

                               AMENDMENT #1 to the
                             DISTRIBUTION AGREEMENT

THIS AMENDMENT (the "Amendment") is entered into this 2nd day of June, 1999, by
and between INGRAM MICRO INC. ("Ingram") and CNF Mobile Solutions, Inc., a
wholly owned subsidiary of CNF Technologies, Inc. ("Vendor").

The parties have agreed to amend their Distribution Agreement ("Agreement")
dated February 19, 1998.

1.   Due to the merge of CNF, Inc. ("CNF") and JLL Ventures, Inc. ("JLL"),
     replace the name with CNF Mobile Solutions, Inc., a wholly owned subsidiary
     of CNF Technologies, Inc. with principal place of business at 7722 E. Gray
     Rd., Scottsdale, Az. 85260

2.   Section 2.1, Term - Delete the 2nd & 3rd sentences.

3.   Section 4.10, Sell Through - Delete the 2nd sentence.

4.   Section 4.11, Rebate - Delete the entire section.

5.   Section 5.5, Payment Terms - Replace the words in the 2nd sentence "Ingram
     will pay Vendor one time per month ........" with "Ingram will pay Vendor
     net thirty (30) days from the invoice date ........".

6.   Section 6.3(b), Programs - Delete the entire section.

7.   This Amendment shall remain in effect for the current term and any renewal
     term of the Agreement.

INGRAM MICRO INC.                           CNF Mobile Solutions, Inc.
1600 East St. Andrew Place                  7722 E. Gray Road
Santa Ana, CA 92705                         Scottsdale, Arizona 85260


By: /s/ Tim Jeffries                        By: /s/ David G. Thompson
    ------------------------------              --------------------------------

Name: Tim Jeffries                          Name: David G. Thompson
      ----------------------------                ------------------------------

Title: GM, Storage & Components             Title: CFO
       ---------------------------                 -----------------------------

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JLL Ventures, Inc.                     1                            Confidential
(Doc Rev 2/97)                                                           6/2/99