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                                                           Exhibit 10.25

                          MASTER SERVICES AGREEMENT
                            TERMS AND CONDITIONS

                                   between

Micros-to-Mainframes                                Dell Marketing L.P.
270 Madison Avenue                                  One Dell Way
New York NY 10016                   and             Round Rock, Texas 78682
("INSTALLATION SERVICE PROVIDER")                   ("DMLP")




                    EFFECTIVE DATE: April, 15, 1999

WHEREAS DMLP sells, leases, licenses or otherwise distributes
computer hardware and software products including third party products.

WHEREAS DMLP has certain service obligations to its customers with
respect to such computer hardware and software products and wishes to
subcontract some of these obligations to INSTALLATION SERVICE PROVIDER.

WHEREAS INSTALLATION SERVICE PROVIDER has agreed to carry out some of
these obligations of DMLP by performing the services as more fully
described below.

WHEREAS the services to be provided by INSTALLATION SERVICE PROVIDER
hereunder shall apply only to computer hardware and software products
sold, leased or licensed by DMLP.

Accordingly, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, both parties enter into
this Agreement as follows:


1.0	DEFINITIONS

The following terms contained in quotations shall have the following
meanings for purposes of this Agreement.  Additional terms may be
defined in the body of this Master Services Agreement or in the
applicable Statements of Work.

1.1	"Agreement" means this Master Services Agreement, any Schedules
attached hereto and any Statements of Work that are added to
this Master Services Agreement.

1.2	 "CRE" means a certified customer resource engineer which may
be a INSTALLATION SERVICE PROVIDER employee or a permitted
Subcontractor. To be certified, the engineer must have
successfully completed the applicable Dell Product training
programs.

1.3 	"Customer" means any person or persons, firm, company or
authority in possession of any of the Products that have
entered into a Service Agreement with DMLP.

1.4 	"Fee(s)" means the fee(s) to be paid by DMLP to INSTALLATION
SERVICE PROVIDER for the provision of Services as more
particularly described in Section 6 and in the applicable
Statements of Work.

1.5	 "Intellectual Property Rights" means patents, trade marks,
registered designs, applications for any of the foregoing,
copyrights, design rights, know-how, trade secret, confidential
information, trade and business names and any other similarly
protected rights in any country.
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1.6 "Products" means goods (including software, hardware and third
party products) sold, leased, licensed or otherwise distributed
by DMLP from time to time, including, but not limited to,
computer systems and peripherals.

1.7	"Response Time" means the INSTALLATION PROVIDER will contact
the Customer and schedule the Services within forty-eight (48)
hours of receipt of the Service request from DMLP on standard
services or arrive as mutually agreed upon by the Parties for
all custom bid service.

1.8	 "Service" or "Services" refers collectively to the service
duties and labors rendered to DMLP'S Customers as contemplated
by this Agreement as more fully described herein, in the
Schedules and/or in specific Statements of Work.

1.9	 "Service Agreement" means a written agreement entered into
between DMLP and a Customer which contains terms and conditions
regarding the provision of services, including, but not limited
to, warranty service for a Product owned, leased or licensed by
a Customer from DMLP.  The type(s) of service that may be
performed pursuant to a Service Agreement shall be set forth in
the applicable Schedule and/or Statement of Work.

1.10	 "Statement of Work" means any Statement of Work (so
designated) which is at any time attached to or subject to this
Agreement by mutual written agreement of the parties.  Each
such Statement of Work is made a part of this Agreement and
incorporated herein for all purposes.

2.0          ARRANGEMENT

2.1	DMLP sells, leases and licenses Products to Customers. DMLP
also sells or provides to such Customers certain Service
Agreements covering such Products. Under this Agreement DMLP
may subcontract to INSTALLATION SERVICE PROVIDER certain
services which DMLP is obligated to perform under such Service
Agreements. During the term of this Agreement, INSTALLATION
SERVICE PROVIDER will perform those Services subcontracted to
it by DMLP in accordance with the terms and conditions
contained in this Agreement. In return for INSTALLATION SERVICE
PROVIDER'S performance of these Services, DMLP shall pay
INSTALLATION SERVICE PROVIDER in accordance with Section 6
"Fees and Payments." Except as set forth in this Agreement,
INSTALLATION SERVICE PROVIDER shall not be entitled to any fee,
revenue, or other payment of any kind under this Agreement with
respect to Services performed for Customers in accordance with
the Service Agreements.

2.2	Nothing in this Agreement nor any course of dealing or
performance which arises from or in connection with this
Agreement, will require or be construed to require DMLP to
market, sell or provide services or Service Agreements to
Customers or require DMLP to subcontract to INSTALLATION
SERVICE PROVIDER any services to be performed under a Service
Agreement.  DMLP retains full freedom and flexibility in
determining what services to offer its Customers and who will
perform such services. DMLP does not make any guarantee or
commitment as to the amount/volume of Services DMLP will
subcontract to INSTALLATION SERVICE PROVIDER. This is a non-
exclusive relationship. This Agreement shall not be construed
or create rights, express or implied, on behalf of or for use
of any third parties.

3.0	DURATION

3.1	This Agreement will commence on the Effective Date and continue
thereafter for an initial term which shall expire three (3)
years after the Effective Date.  The term of this Agreement
will be automatically renewed for a one (1) year term on each
expiration date unless written notice of termination is given
by either party at least one hundred twenty (120) days prior to
the expiration date of the then current term, or unless the
Agreement is otherwise terminated at an earlier date as
provided elsewhere herein.


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4.0	THE SERVICES

4.1 This Agreement will apply to the Services that are identified
in the Schedules and/or Statements of Work. On receipt of a
request for Services, INSTALLATION SERVICE PROVIDER shall
attend to the Customer's requirements in accordance with the
terms and conditions set forth in the applicable Schedules
and/or Statement of Work. Whether using its own personnel or
permitted Subcontractors, INSTALLATION SERVICE PROVIDER shall
only use CRE(S) to perform the Services unless such requirement
is waived by Dell in writing.

4.2	INSTALLATION SERVICE PROVIDER will maintain during the term of
this Agreement the physical installations, employees, CRE(s)
and other infrastructure necessary to perform the Services
pursuant to this Agreement.


5.0	STAFF

5.1 INSTALLATION SERVICE PROVIDER shall be entitled to select and
contract with properly trained, equipped and experienced
subcontractors (each a "Subcontractor", and, collectively, the
"Subcontractors") as necessary to perform and fulfill
INSTALLATION SERVICE PROVIDER'S duties under this Agreement, at
its sole cost and expense; provided, however, (i) INSTALLATION
SERVICE PROVIDER is wholly responsible for engaging qualified
Subcontractors and effectively managing the allocation of work
to be performed by such Subcontractors under this Agreement
(ii)  INSTALLATION SERVICE PROVIDER shall remain fully
responsible and liable for the provision of, and shall not be
relieved of its obligation to perform, the Services regardless
of INSTALLATION SERVICE PROVIDER'S use of a Subcontractor,
(iii) INSTALLATION SERVICE PROVIDER shall be responsible for
managing the Subcontractor and their performance of  the
Services in accordance with the terms of this Agreement, (iv)
INSTALLATION SERVICE PROVIDER shall be solely responsible for
all compensation, payment and reimbursements due to any
Subcontractor; and (v) INSTALLATION SERVICE PROVIDER shall be
responsible for, and liable to DMLP, for any failure of any
Subcontractor to comply with the terms and conditions of this
Agreement. INSTALLATION SERVICE PROVIDER must notify DMLP and
receive DMLP'S consent for each Subcontractor that is to
provide any Services hereunder prior to the date on which such
Subcontractor commences to provide such Services. Such consent
shall not be unreasonably withheld.

5.2	DMLP will have the right to request termination of any
Subcontractors providing Services under this Agreement for any
reason. INSTALLATION SERVICE PROVIDER shall not, at any time
without the prior written consent of DMLP, subcontract more
than five percent (5%) of the Services.  If however business
needs dictate that INSTALLATION SERVICE PROVIDER  subcontracts
more than five percent (5%) of the Services performed
hereunder, it is agreed by the parties that INSTALLATION
SERVICE PROVIDER   shall at all times manage any subcontracting
performed on its behalf. INSTALLATION SERVICE PROVIDER may not
change Subcontractors or the scope of any Services provided by
any Subcontractor in any way that materially affects the
performance of the Services or the reliability thereof without
DMLP'S prior written consent.


5.3	INSTALLATION SERVICE PROVIDER shall prevent its employees
and/or any permitted Subcontractors from disparaging the
Products or DMLP or engaging in other practices which may be
detrimental to the Products or DMLP. If an incident of claimed
disparagement or a detrimental practice comes to DMLP'S
attention, it shall inform INSTALLATION SERVICE PROVIDER and
INSTALLATION SERVICE PROVIDER shall immediately prohibit such
INSTALLATION SERVICE PROVIDER employees and/or Subcontractors
involved from making contact with the Customer and within
forty-eight (48) hours, both parties shall meet to carry out a
preliminary investigation.  If deemed necessary at this
meeting, a full investigation shall be carried out within the
time scale agreed at the preliminary meeting and if not agreed,
within seven (7) days. The investigation and any subsequent
remedial actions shall be carried out in accordance with the
Procedural Manual.

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6.0	FEES AND PAYMENTS

6.1	If INSTALLATION SERVICE PROVIDER properly performs the
applicable Services, DMLP will pay INSTALLATION SERVICE
PROVIDER the applicable Fee as set forth in the applicable
Schedules and/or Statement of Work.

6.2	INSTALLATION SERVICE PROVIDER shall retain all records of
Services carried out under this Agreement for a period of five
(5) years in order to substantiate all invoices submitted
pursuant to this Agreement and its performance hereunder.
INSTALLATION SERVICE PROVIDER agrees to provide such records in
a form reasonably requested by DMLP.

6.3	 DMLP shall be responsible for all taxes on the Services,
except for those related to the net income and property of
INSTALLATION SERVICE PROVIDER. Invoices will include all
applicable taxes in accordance with the laws of the taxing
jurisdiction where the Services are performed.

6.4 INSTALLATION SERVICE PROVIDER shall invoice DMLP for any Fees
due and such invoices shall be paid within forty-five (45) days
of receipt of the invoice.

6.5	All invoices shall be sent to:

Dell Marketing L.P.
One Dell Way
Round Rock, Texas 78682
Attn: DSP Finance

7.0	TECHNICAL CO-OPERATION AND ASSISTANCE

7.1	INSTALLATION SERVICE PROVIDER and DMLP will work together to
establish a method of communication between them to facilitate
the transfer of service related information.

7.2	DMLP shall make available to INSTALLATION SERVICE PROVIDER at
no cost to ISP such operating manuals, user instructions,
technical literature and other related materials that are
necessary for the performance of the Services. (hereinafter
called the "Technical Information"). DMLP shall make available
to INSTALLATION SERVICE PROVIDER such updates and modifications
of the Technical Information created by DMLP as is necessary
and sufficient for INSTALLATION SERVICE PROVIDER to perform its
obligations under this Agreement at no cost to ISP. Unless the
parties otherwise agree, INSTALLATION SERVICE PROVIDER may make
copies of the Technical Information as is necessary for aiding
in completion of training, installation, use, application and
fault diagnosis associated with the Services.  INSTALLATION
SERVICE PROVIDER shall not use the Technical Information or any
copies thereof for any purpose other than to provide the
Services hereunder and such Technical Information shall only be
provided to those INSTALLATION SERVICE PROVIDER personnel and
permitted Subcontractors involved in providing Services under
this Agreement and to no others. Such Technical Information
shall be considered DMLP Confidential Information.

7.3 INSTALLATION SERVICE PROVIDER shall provide an Operating
Account Manager and a Service Sales Account Manager. These
Managers shall be responsible for constant support and
maintenance of the DMLP and INSTALLATION SERVICE PROVIDER
accounts respectively.

7.4 As mutually agreed upon, INSTALLATION SERVICE PROVIDER and DMLP
shall prepare for and attend operational meetings to review
both parties' performance, identify any areas of concern and to
agree action plans and time frames for completion as required.


7.5	If any dispute shall arise between INSTALLATION SERVICE
PROVIDER and any Customer with respect to a Product or the
provision of Services, INSTALLATION SERVICE PROVIDER shall
promptly inform DMLP and comply with the reasonable
instructions of DMLP in relation thereto.

8.0	REPRESENTATIONS AND WARRANTIES

8.1 	INSTALLATION SERVICE PROVIDER represents and warrants that by
virtue of entering into this Agreement it is not and will not
be in breach of any express or implied obligation to any third
party binding upon it.

8.2 INSTALLATION SERVICE PROVIDER represents and warrants and
undertakes to DMLP that it will at all times have the necessary
Customer relations and technical skills, expertise and
resources to provide the Services (and any associated or
related services) in connection with this Agreement.  In
particular it shall ensure that all staff who come into contact
with Customers shall be properly certified in respect of the
Services they are performing

8.3	INSTALLATION SERVICE PROVIDER represents and warrants that all
Services will be performed in a professional and workmanlike
manner in accordance with the applicable Schedule and/or
Statements of Work.

8.4	INSTALLATION SERVICE PROVIDER represents and warrants that
Services will be free of defects in workmanship for ninety (90)
days after the Service is performed. INSTALLATION SERVICE
PROVIDER will promptly repair defective Service work without
additional charge.

9.0	INDEMNIFICATION

9.1	INSTALLATION SERVICE PROVIDER shall indemnify, defend, and hold
harmless DMLP, Dell Computer Corporation and Dell Computer
Corporation's subsidiaries and affiliates and their respective
officers, directors, employees, representatives, and agents from
and against any and all claims, legal proceedings, demands,
damages, losses, liabilities, judgement, settlements, costs and
expenses, including, without limitation, reasonable attorneys'
fees (collectively "Losses"), arising out of or in connection
with any alleged or actual:

(i) loss, damage to or destruction of tangible property,
and/or illness, injury or death to any person to the
extent caused by the actions or omissions of INSTALLATION
SERVICE PROVIDER or INSTALLATION SERVICE PROVIDER'S
employees, Subcontractors, agents or representatives;

(ii) claims by or on behalf of INSTALLATION SERVICE
PROVIDER'S Subcontractors, suppliers, employees,
representatives or agents related to the performance of
Services under this Agreement;

(iii) violations of applicable laws or regulations;

 (iv) infringement or violation, or misappropriation of
any patent, copyright, trade secret or other proprietary
or intellectual property right or any Customer
confidential information related to the performance of
Services under this Agreement except to the extent that
the aforementioned is committed at the instruction of
DMLP; and

	(v) claims by Customers or any third party related to
INSTALLATION SERVICE PROVIDER'S failure to properly
perform the Services under this Agreement;

9.2	Indemnification Procedures.  DMLP shall give INSTALLATION
PROVIDER prompt written notice of any claim.  DMLP shall grant
INSTALLATION PROVIDER control of the defense and settlement of
such claim provided that DMLP may be represented by counsel of
its own choice at its own expense.  DMLP shall provide
reasonable assistance in the defense and the settlement of a
claim at INSTALLATION PROVIDER'S expense. DMLP shall not settle
a claim without the written consent of INSTALLATION PROVIDER.


<PAGE>

9.3	Subject to the exceptions specified in Item 9.1 above,
INSTALLATION SERVICE PROVIDER will provide the above indemnity
even if the Losses are due, or alleged to be due, in part to
DMLP'S concurrent negligence or other fault, breach of contract
or warranty, violation of the Texas deceptive trade practices
act, or strict liability without regard to fault; provided,
however, that INSTALLATION SERVICE PROVIDER'S contractual
obligation of indemnification shall not extend to the
percentage of the third party claimant's damages or injuries or
the settlement amount attributable to DMLP'S negligence or
other fault, breach of contract or warranty, or breach of the
Texas deceptive trade practices act, or to strict liability
imposed upon DMLP as a matter of law.


10.0	CONFIDENTIALITY

10.1	Confidential Information shall include all or any part of the
following:

Information relating to either party's business affairs;
financial information; failure rate information; service and
technical records, details of customers or suppliers;
information relating to persons employed; existing or planned
products and/or the existence of any planned product, future
pricing, marketing or service strategies or operational
techniques or policies including the combination of functions
or activities comprising the DMLP spare parts management
process and spare parts management and Customer call management
techniques, any documentation (including sketches, drawings,
plans, photographs, negatives, notebooks, tracings, reports,
findings, recommendations, data, memorandums, formulations,
specifications and measurements); computer programs, source
codes, firmware, data of any kind relating to or created by one
party for the other,  any other information of either party
marked or designated as being confidential or by its nature has
the necessary quality of confidence about it. Confidential
Information also includes any confidential information
belonging to a Customer.

10.2	Confidential information shall not include information which:

10.2.1	is already known to the receiving party prior to
the commencement of the negotiations leading to this Agreement; or
10.2.2	is or becomes publicly known through no wrongful
act of the receiving party; or
10.2.3	is rightfully received from a third party without
similar restriction and without breach of any obligation
of confidentiality; or
10.2.4	is independently developed by the receiving party
without breach of this Agreement; or
10.2.5	is furnished by one party to a third party without
similar restriction on the third party; or
10.2.6	is approved for release by written authorization of
the furnishing party; or
10.2.7	is disclosed in compliance with the legal
requirement of a governmental agency or otherwise where
disclosure is requested by operation of law.

10.3
10.3.1 Each party will use the same standard of care it uses for
its own confidential and trade secret information, but no
less than reasonable care, not to disclose the
Confidential Information to any other person, firm,
company or organization other than those having a need to
know such information for the purposes of meeting that
party's obligations under this Agreement and shall ensure
that all such persons prior to being shown or exposed to
the Confidential Information indicate their agreement to
be bound by the terms and conditions in this Agreement
relating to confidentiality.

10.3.2	Each party will use all commercially reasonable
efforts to prevent persons (except persons authorized by
each party and who have complied with 10.3.1 above) from
having access to such Confidential Information; and

10.3.3	Except as specifically provided herein each party
will not copy or reproduce or cause to be copied or
reproduced by any means whatsoever the whole or any part
of the Confidential Information for any unauthorized
purpose; and

<PAGE>
10.3.4	Each party shall promptly return to the other upon
the other's request or destroy (and certify that such
destruction has taken place) all such Confidential
Information of the other and any copies, whether
authorized or not; and

10.3.5 Should one party be compelled by law or be required
to act in compliance with the legal requirement of a
governmental agency to disclose Confidential Information
of the other, that party shall provide the other with
reasonable notice of any disclosure; and
10.3.6	In the case of accidental or inadvertent disclosure
by a party, that party shall take all commercially
reasonable steps to prevent misuse or further disclosure.

10.4	Each party specifically warrants that it will only disclose
Confidential Information of the other party to those authorized
to receive it under this Agreement and will only use the others
Confidential Information for the purpose of fulfilling its
obligations under this Agreement and  for no other purpose and
will not use the Confidential Information in pursuit of its own
business interests or the business interests of any other
party.

10.5	Notwithstanding anything to the contrary in this Agreement and
without limiting the other provisions of this Section 10,
INSTALLATION SERVICE PROVIDER specifically warrants that it
will not disclose DMLP'S Confidential Information, in whole or
in part, to any employee, affiliate, Subcontractor or other
party that is involved in the design, manufacture, development,
marketing or sale of products that are similar to those
products distributed by DMLP which include, but are not limited
to, servers, workstations, desktop or  notebook computers and
storage systems.

10.6	Not withstanding anything elsewhere in this Agreement, the
provisions of this Section 10 shall remain in effect for five
(5) years after termination or expiration of this Agreement
except that in respect of Confidential Information amounting to
a trade secret, the provisions of this Section 10 shall remain
in effect for as long as such information remains a trade
secret under applicable laws.


11.0 INSURANCE

11.1	INSTALLATION SERVICE PROVIDER will obtain and at all times
during the term of this Agreement maintain at its own expense,
with insurance companies acceptable to DMLP, the minimum
insurance coverages stated below.

(a)	Statutory workers' compensation insurance in the state(s)
or jurisdiction(s) in which INSTALLATION SERVICE
PROVIDER'S employees perform services for DMLP, and
employer's liability insurance with limits of not less
than $500,000:  (i) for each accident or occupational
disease; and (ii) for each employee. The policy will
include an endorsement or certificate of coverage naming
DMLP as a an alternate employer, for the sole purpose of
preventing INSTALLATION SERVICE PROVIDER'S workers'
compensation carrier from denying coverage based on a
claim of employment status, and include a waiver of
subrogation in favor of DMLP.  INSTALLATION SERVICE
PROVIDER waives all claims and causes of action against
DMLP, its officers, directors, and employees for any and
all injuries compensable under INSTALLATION SERVICE
PROVIDER'S workers' compensation insurance coverage.

(b)	Commercial general liability insurance with limits for
bodily injury and property damage liability of not less
than $1,000,000 personal injury for each occurrence,
$2,000,000 general aggregate and products/completed
operations coverage which will include
premises/operations liability, independent contractors
liability, and broad form contractual liability coverage
specifically in support of, but not limited to, the
indemnity provisions stated in this Agreement.  Any
endorsement to, certificate or evidence of coverage under
the policy will include a waiver of subrogation in favor
of DMLP; will be endorsed to include DMLP as additional
insured; will contain cross-liability and severability of
interest coverage and will state that the insurance is
the primary insurance as regards any other insurance
carried by DMLP.
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(c) 	If required  business automobile liability insurance with
a limit of not less than $1,000,000 per occurrence for
bodily injury and property damage liability written to
cover all owned, hired and non-owned automobiles arising
out of the use thereof by or on behalf of  INSTALLATION
SERVICE PROVIDER and its employees. Any endorsement to,
certificate or evidence of coverage under, this policy
will include a waiver of subrogation in favor of DMLP, be
endorsed to included DMLP as an additional insured and
will state that this insurance is the primary insurance
as respects any insurance carried by DMLP.

(d)	INSTALLATION SERVICE PROVIDER will furnish to DMLP
insurance certificates, endorsements, or evidence of
coverage signed by authorized representatives of the
companies providing the coverage required under the terms
of this Agreement.  All policies providing coverage will
contain provisions that no cancellation, non-renewal or
material changes in the policy will become effective,
except on thirty (30) days written notice thereof to
DMLP.

(e)	Upon request and without expense, INSTALLATION SERVICE
PROVIDER will furnish DMLP with certified copies of these
insurance policies.

(f)	Failure to secure the insurance coverage or the failure
to comply fully with any of the insurance provisions of
this Agreement as may be necessary to carry out the terms
and provisions of this Agreement will be deemed to be a
material breach of this Agreement.  The provision of
insurance coverage hereunder or the lack thereof, does
not in any way reduce or limit INSTALLATION SERVICE
PROVIDER'S responsibility/liability under this Agreement
including, without limitation, its indemnification
obligations.  Any and all deductibles in the above
described insurance policies will be assumed by, for the
account of, and at the sole risk of INSTALLATION SERVICE
PROVIDER.  DMLP reserves the right to request reasonable
adjustments to the requirements or to request other types
of policies to support the level of Services being
performed by INSTALLATION SERVICE PROVIDER.  INSTALLATION
SERVICE PROVIDER shall not unreasonably refuse to make
such adjustments.

12.0	LIMITATION OF LIABILITY

12.1	Except as expressly set forth below in Subsection 12.2,
neither party shall be liable to the other for
consequential, incidental, special or indirect damages
under any part of this Agreement even if advised or aware
of the possibility of such damages.

12.2	The limitations of liability set forth in Subsection 12.1
above shall not apply to:

(i)   INSTALLATION SERVICE PROVIDER'S  obligations and/or
liabilities under Section 9.0 "Indemnification";
(ii)  either party's obligations and/or liabilities under
Section 10.0 "Confidential   Information"; and
		 (iii) INSTALLATION SERVICE PROVIDER'S breach of
Subsection 16.5.


13.0	INTELLECTUAL PROPERTY RIGHTS

13.1	Intellectual Property Rights in or relating to the Products,
documentation, computer programs, source codes, firmware,
advertising, promotional materials, DMLP'S spare parts
management process and the Technical Information are and shall
remain the property of DMLP, Dell Computer Corporation, Dell
Computer Corporation's subsidiaries and affiliates and all such
entities respective licensors as the case may be. Except for
the limited rights expressly granted in this Agreement, DMLP
does not grant to INSTALLATION SERVICE PROVIDER any express or
implied rights or licenses to any of DMLP'S Intellectual
Property Rights.
<PAGE>
13.2	If INSTALLATION SERVICE PROVIDER becomes aware of any illegal
or unauthorized use of any of the Products, the Services, the
Technical Information or any of the Intellectual Property
Rights of DMLP. INSTALLATION SERVICE PROVIDER shall promptly
notify DMLP and will assist DMLP (at DMLP'S expense) in taking
all steps necessary to defend DMLP'S rights therein.

14.0	TERMINATION

14.1 If during any one month period, INSTALLATION SERVICE PROVIDER
overall performance level falls below the agreed upon
performance goal as determined by Dell for standard
installation services or work performed by Statement of Work ,
INSTALLATION SERVICE PROVIDER and DMLP shall agree upon an
action plan to bring the performance level back to the agreed
upon goal or greater.  In the event that the performance level
remains below the goal three (3) consecutive months following
implementation of the action plan, Dell may immediately
terminate this Agreement and/or the applicable Statements of
Work.


14.2	DMLP may terminate this Agreement for convenience upon thirty
(30) days notice. INSTALLATION SERVICE PROVIDER may terminate
this Agreement on one hundred and twenty (120) days written
notice to DMLP, however, INSTALLATION SERVICE PROVIDER shall
complete all Services that are in process as of the effective
date of such termination. INSTALLATION SERVICE PROVIDER shall
not be required to accept new Services during the one hundred
and twenty (120) day notification period.

14.3	DMLP may terminate any particular Services and/or Statement of
Work subcontracted to INSTALLATION SERVICE PROVIDER hereunder
immediately without cause upon written notice and based upon a
Customer's request.  In the event that Dell wishes to terminate
INSTALLATION SERVICE PROVIDER because of its inability to
perform the Services to Dell's satisfaction, . INSTALLATION
SERVICE PROVIDER will then have 5 days in which to remedy the
stated cause and document such remedy in writing to DMLP.  In
the event that INSTALLATION SERVICE PROVIDER fails to remedy
the cause to Dell's satisfaction within 5 days, Dell can
immediately terminate this Agreement.  Upon satisfactory
remedy, DMLP will permit INSTALLATION SERVICE PROVIDER to
complete the rendering of the services. Termination of
particular Services and/or Statement of Work will not result in
a termination of the overall Agreement.

14.4	Either party may terminate this Agreement if the other party is
in material default under this Agreement, and the default
continues for thirty (30) days after written notice thereof by
the non-defaulting party to the defaulting party, then the non-
defaulting party may terminate this Agreement and pursue any
other right or remedy existing at law or in equity.

14.5	Other than as expressly provided herein, in a Schedule and/or
Statement of Work, INSTALLATION SERVICE PROVIDER shall not be
entitled to any compensation as a result of the termination of
this Agreement in accordance with its terms.

14.6	Upon the expiration or termination of this Agreement, or any
particular Services and/or Statement of Work subcontracted
hereunder, pursuant to the terms of this Agreement regardless
of the reason for such termination or expiration, during a
period not to exceed ninety (90) days following termination or
expiration (the "Transition Period"), INSTALLATION SERVICE
PROVIDER shall provide to DMLP reasonable assistance in the
transition of the responsibility for the Services to DMLP or to
a party designated by DMLP, such assistance to consist of the
following: (i) reasonable training of the personnel in the
performance of the Services in a manner consistent with the
Procedure Manual, (ii) reasonable documentation and other
materials relating to or used in the performance of the
Services (excluding documentation belonging exclusively to
INSTALLATION SERVICE PROVIDER in which INSTALLATION SERVICE
<PAGE>
PROVIDER claims in good faith a trade secret interest), (iii)
other services or activities reasonably requested by DMLP
related to the smooth transition of responsibility for
performance of the Services.  INSTALLATION SERVICE PROVIDER
will cooperate in good faith during the Transition Period. If
termination occurs in accordance with Subsections 14.1, 14.2
because INSTALLATION SERVICE PROVIDER terminated for
convenience or Subsection 14.4 because of a material breach by
INSTALLATION SERVICE PROVIDER, all reasonable expenses incurred
by DMLP during the Transition Period will be paid solely by
INSTALLATION SERVICE PROVIDER and INSTALLATION SERVICE PROVIDER
shall be responsible for its reasonable costs related thereto.
If termination occurs in accordance with subsection 14.2
because DMLP terminated for convenience or 14.4 because of
material breach by DMLP, all reasonable expenses incurred by
INSTALLATION SERVICE PROVIDER directly related to INSTALLATION
SERVICE PROVIDER'S performance of its obligations under this
Subsection 14.6 will be paid by DMLP and DMLP shall be
responsible for DMLP'S costs related to such transition.Any
communications by INSTALLATION SERVICE PROVIDER to a Customer
related to the expiration, termination or transition of any
Services must be approved in advance and in writing by DMLP.
INSTALLATION SERVICE PROVIDER'S liability under this Subsection
14.6 shall not exceed one hundred thousand dollars
($100,000.00).

14.7	Regardless of the circumstances of termination or expiration of
this Agreement or portion thereof, the provisions of Sections
8.0, 9.0, 10.0, 12.0, 13.0, 14.0, and 16.0 and all other
Sections intended to survive termination or expiration of this
	Agreement will survive the termination or expiration and
continue according to their terms.  In addition, the terms of
this Agreement shall remain in full force and effect in respect
of any obligations to be performed hereunder by the parties in
respect of matters notified to be performed by either of them
to the other before the termination or expiration but which
remain unperformed at the time of termination or expiration.

14.8	Upon termination or expiration of this Agreement, each party
shall at its own expense return to the other party or otherwise
dispose of as the owner may instruct, any information
(including the Confidential Information, the Technical
Information and Customer information) and all other documents,
papers and information whatsoever sent to a party  (including
electronically sent) and relating to the business of the other
party  (other than correspondence between the parties) and all
property of the other party. Each party shall be entitled to
retain a copy of such information for archival purposes only.
Such records will be treated as the owners Confidential
Information in accordance with Section 12.


15. THIS SECTION INTENTIONALLY LEFT BLANK

16.0 GENERAL

16.1 INSTALLATION SERVICE PROVIDER shall not make any announcement,
issue a press release, external circular or otherwise discuss
details with the public generally of the relationship between
the parties governed by this Agreement without the prior
consent of DMLP.  For this purpose consent can only be given by
an employee of DMLP of a Vice Presidential level or above.

16.2       Neither party shall be liable for any delay in performing
any of its obligations under this Agreement if the delay is
caused by circumstances beyond its control. The delaying party
shall be entitled to a reasonable extension of time for the
performance of such obligations.

16.3	In the event that INSTALLATION SERVICE PROVIDER willfully and
intentionally ceases performance of the Services under this
Agreement, INSTALLATION SERVICE PROVIDER acknowledges that such
cessation my cause DMLP irreparable harm for which there will
be no adequate remedy at law and for which the ascertainment of
damages would be difficult.  INSTALLATION SERVICE PROVIDER,
therefore, agrees that in the event of such cessation, in
addition to other remedies at law and equity, DMLP will be
entitled to seek an injunction requiring INSTALLATION SERVICE
PROVIDER to perform the Services under the Agreement and will
be entitled to seek an injunction against any breach by
INSTALLATION SERVICE PROVIDER of the provisions of Section 10
"Confidentiality" and Subsection 16.5.


<PAGE>

16.4       No waiver of any term is valid unless it is in writing and
signed by an authorized person of the party charged with the
waiver. A waiver is valid for the specific situation for which
it was sought. All remedies provided for in this Agreement are
cumulative and in addition to and not in lieu of any other
remedies available to either party at law in equity or
otherwise.

16.5	INSTALLATION SERVICE PROVIDER agrees not to use INSTALLATION
SERVICE PROVIDER personnel or Subcontractors providing Services
under this Agreement to solicit business including, but not
limited to, the purchase of INSTALLATION SERVICE PROVIDER
service contracts or other INSTALLATION SERVICE PROVIDER
products, from Customers of DMLP. INSTALLATION SERVICE PROVIDER
personnel and Subcontractors providing Services under this
Agreement shall not attempt to entice DMLP Customers to
transfer their business to INSTALLATION SERVICE PROVIDER or any
other party.

	Subject to the following paragraph, in the event that a
Customer requests INSTALLATION SERVICE PROVIDER personnel
providing Services under this Agreement to perform Services
beyond those DMLP has authorized INSTALLATION SERVICE PROVIDER
to perform hereunder or requests information related to the
sale of other products, such INSTALLATION SERVICE PROVIDER
personnel and Subcontractors shall direct the Customer to DMLP
and in no event shall INSTALLATION SERVICE PROVIDER personnel
and Subcontractors providing Services under this Agreement
offer for sale a service contract or other product directly to
the Customer. Further, INSTALLATION SERVICE PROVIDER personnel
and Subcontractors providing Services under this Agreement shall
refer any Customer who has purchased, licensed or leased, or has
indicated to such INSTALLATION SERVICE PROVIDER personnel or
Subcontractors a current intent to purchase, license or lease, a
Product so that DMLP may sell a Service Agreement to such
Customer.

	If DMLP notifies INSTALLATION SERVICE PROVIDER in writing that
it will not sell the Customer a Service Agreement or other
applicable product, or if the services or products required by a
Customer or prospective Customer are not available from DMLP,
then INSTALLATION SERVICE PROVIDER is free to offer for sale a
service contract or other product to the Customer.  If a
Customer evidences its' intent not to enter into an additional
or new service contract or other sales agreement with DMLP, or
determines to bid the sale of services or other products
competitively by the issuance of a Request For Proposal,
Request For Quotation or other request for bid, then
INSTALLATION SERVICE PROVIDER is free to bid and/or provide the
service or products directly to the Customer.

16.6 Except as expressly set forth in this Agreement, neither DMLP
nor INSTALLATION SERVICE PROVIDER shall assign or otherwise
transfer or subcontract this Agreement or any of its rights and
obligations hereunder whether in whole or in part without the
prior written consent of the other party, which shall not be
unreasonably withheld or delayed.

16.7        The Parties shall be independent contractors in the
performance of this Agreement.  Neither       Party by virtue
of this Agreement will have any rights, power, or authority to
act or create an obligation, express or implied, on behalf of
the other party.

16.8	Unless expressly stated otherwise elsewhere in this Agreement,
all notices which are required to be given shall be in writing
and shall be sent to the address of the recipient set out in
this Agreement or such other address as the recipient may
designate by notice given in accordance with the provisions of
this Section with a copy sent to the Office of the General
Counsel.

16.9	Failing any such address being so set out or designated,
notices shall be sent to the recipient's registered office.
Any notice may be delivered personally or by first class
prepaid mail, or by airmail, telex or facsimile transmission
and shall be deemed to have been served, if by hand when
delivered, if by post or airmail forty eight (48) hours after
posting, if by telex or facsimile transmission when dispatched,
upon written confirmation of the sending.

16.10	Any notice which affects the validity or existence of this
Agreement or is related to the indemnification section
hereunder, shall only be delivered personally or sent by
recorded delivery first class letter  by a party and only to a
duly authorized representative of the other party.
<PAGE>
16.11	DMLP and INSTALLATION SERVICE PROVIDER agree that they will not
export or re-export directly or indirectly any Products or
technical data received hereunder or any portion thereof,
including any direct product of the technical data in violation
of any export laws, rules or regulations of the United States
or any other applicable country.   These export obligations
shall survive the term of this Agreement.

16.12	INSTALLATION SERVICE PROVIDER agrees to comply with all other
applicable laws, rules, regulations and orders of the United
States and any other state or country with jurisdiction over
INSTALLATION SERVICE PROVIDER or INSTALLATION SERVICE
PROVIDER'S activities in performance of its obligations under
this Agreement including without limitation all applicable
immigration  and employment laws and regulations.

16.13 	Since DMLP transacts business with the United States
government, INSTALLATION SERVICE PROVIDER must comply with
applicable laws and Federal Acquisition Regulations ("FARs").
INSTALLATION SERVICE PROVIDER, therefore, represents and
warrants that is will comply with the following:

(1) FAR 52.222-26 "Equal Opportunity"
(2) FAR 52.222-35 "Affirmative Action for Special Disabled
and Vietnam Era   Veterans"
(3) FAR 52.222-36 "Affirmative Action for Handicapped
Workers"
(4) FAR 52.219-8 "Utilization of Small, Small
Disadvantaged and Women-Owned Small Business Concerns"
(5) 40 C.F.R. Section 60-1.4(a) "Equal Opportunity Clause"
(6) 40 C.F.R. Section 60-1.7 "Reports and other Required
Information"
(7) 40 C.F.R. Section 60-1.8 "Segregated Facilities"
(8) 40 C.F.R. Section 60-1.40 "Affirmative Action
Compliance Program"
(9) FAR 52.225-3 "Buy America Act"
(10)  FAR 52.225-9 "Buy America Act - Balance of Payments
Program"
(11)  FAR 52.225-21 "But America Act - North American Free
Trade Agreement Implementation Act - Balance of Payments Program"
(12) FAR 52.203-6 "Restriction on Subcontractor Sales to the Government
 Alternate"
(13) FAR 52.203-10 "Price or Fee Adjustment for Illegal or Improper Activity"
(14) FAR 52.225-18 "European Union Sanctions for End Products"
(15) FAR 52.239-1 "Privacy or Security Safeguards"
(16) FAR 52.247-64 "Preference for Privately Owned U.S.-Flag Commercially
Vessels"

In addition, INSTALLATION SERVICE PROVIDER represents
and warrants that it will comply with all applicable
requirements of 33 U.S.C. Section 1251 "Federal Water Pollution
Control Act" and 42 U.S.C. Section 7401 "Clean Air Act".
INSTALLATION SERVICE PROVIDER represents and warrants that none
of the items listed in paragraph (a) of  FAR 52.209-5 exist
with respect to INSTALLATION SERVICE PROVIDER or any of
INSTALLATION SERVICE PROVIDER'S "principals" as that term is
defined by FAR 52-209-5. INSTALLATION SERVICE PROVIDER
represents and warrants that it will comply with the
prohibition on the use of convict labor as set forth in FAR
52.222.3 "Convict Labor."

16.14	In the event INSTALLATION SERVICE PROVIDER is working on-site
at a Customer location, INSTALLATION SERVICE PROVIDER agrees to
comply with all security, safety and other similar policies and
procedures required by the Customer.

16.15     This Agreement or any part hereof may be modified or
amended only by a written document executed by duly authorized
officers of both DMLP and INSTALLATION SERVICE PROVIDER.  No
oral statement of any person shall in any manner or degree
modify or otherwise affect the terms and provisions of this
Agreement.

16.16    INSTALLATION SERVICE PROVIDER shall not use in any way the
name of DMLP or any trade names, trademarks, service marks or
other proprietary designations or those of any of DMLP'S
parents, subsidiaries or other affiliates (collectively, "
Marks") without the prior written consent of DMLP. INSTALLATION
SERVICE PROVIDER acknowledges the  exclusive right, title and
interest of DMLP'S Marks.   INSTALLATION SERVICE PROVIDER shall
not be deemed by anything contained in this Agreement or
amendments thereto to acquire any right, title or interest in
or to DMLP'S  Marks, or any portion of DMLP'S  Marks.
<PAGE>
16.17     The headings to the Sections are for ease of reference only
and shall not affect the interpretation or construction of this
Agreement.

16.18	This Agreement has been negotiated by the parties and their
respective counsel and will be interpreted fairly in accordance
with its terms and without any strict construction in favor of
or against either party.  In the event of any conflict between
or among the Master Services Agreement a Schedule and a
Statement of Work the order of precedence shall be the
Statement of Work, the Schedule and then the Master Services
Agreement.

16.19     If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future law effective
during the term hereof, such provision shall be fully
severable.  This Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision had never
comprised a part hereof and the remaining portions hereof shall
remain in full force and effect and shall not be affected by
the illegal, invalid or unenforceable provision or by its
severance herefrom.  Furthermore, in lieu of such illegal,
invalid or unenforceable provision if the parties cannot agree
upon a replacement provision that is legal, valid or
enforceable a court of competent jurisdiction shall add as part
of this Agreement a provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible
and be legal, valid and enforceable.

16.20     This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas U.S. without
regard to its principals of conflict of laws.  Both parties
hereby waive their right to a jury trial with respect to any
dispute arising under or related to this Agreement and agree
that any such dispute shall be heard by a judge of a court with
competent jurisdiction sitting without a jury. This Agreement
shall be interpreted and construed in accordance with the
English language.

16.21     Before either party initiates a lawsuit against the other
relating to a dispute or claim under this Agreement, the
parties agree to work in good faith to resolve between them all
disputes and claims arising out of or relating to this
Agreement, the parties' performance under it, or its breach.
To this end, either party may request, after informal
discussions have failed to resolve a dispute or claim within a
reasonable period of time not to exceed sixty (60) days, that
each party designate an officer or other management employee
with authority to bind the party to meet in good faith and
attempt to resolve the dispute or claim. This provision,
however, shall in no way be interpreted as a waiver of either
party's right to seek other relief in law or equity.


16.22	This Agreement supersedes all prior agreements, arrangements
and understandings between DMLP and INSTALLATION SERVICE
PROVIDER, both oral and written, and constitutes the entire
agreement between them relating to the subject matter hereof.
The terms and conditions stated on any purchase order, invoice,
acknowledgement or similar documents will be without effect.


Each party acknowledges that it has read this Agreement carefully and
has agreed to be bound by the terms and conditions hereof.

<PAGE>



Accepted on behalf of Dell
Marketing L.P.
Name:   G.S Cotshott
	.............................
Position: VP Services-Americas
	.............................

Signature:/s/ G.S Cotshott
         ...................
Date:    April 15, 1999
	.............................


Accepted on behalf of Installation
Service Provider
Name:   Howard Cohen
	.............................

Position: Vice President
	.............................

Signature:/s/ Howard Cohen

Date:  April 9, 1999
	.......................
 .....................

<PAGE>
   THESE TERMS AND CONDITIONS ARE TO BE READ IN CONJUNCTION WITH THE
             DELL SERVICE AND SUPPORT AGREEMENT SCHEDULES

                    DELL SERVICES AND SUPPORT AGREEMENT

                                    SCHEDULE A-1

           The Installation, Configuration and Upgrade Services

1. General Provisions

1.1 DMLP shall notify Installation Service Provider during
the Service Hours each time that  Services are required
and  shall include the following details: Customer name
and Location, Contract Product/System model type,
Contract Product/System tag number and Level of service
required (e.g. Install, Move, Upgrade).

1.2 Installation Service Provider shall confirm receipt of
each Service Call by assigning a call number and such
other information as is specified by the Procedural
Manual to be assigned and providing that call number and
other information to DMLP.

1.3 Where no other procedure for a particular Location (or
group of Locations) is specified in the Procedural
Manual, Installation Service Provider shall arrange for a
Dell Certified CRE to respond in accordance with the
request for Service and arrive at the Location within the
required Response Time.  Installation Service Provider
shall inform DMLP and the Customer of the Dell Certified
CRE'S ETA at the Location.

1.4 Installation Service Provider shall respond to the
Location during the Service Hours and, using all
commercially reasonable efforts shall carry out such
Services as requested.

1.5 If Installation Service Provider is unable to respond to
the Location at the ETA advised to  the Customer,
Installation Service Provider shall promptly inform the
Customer of a revised ETA.

1.6 If Installation Service Provider, for whatever reason, is
unable to deliver the requested Services to the
satisfaction of the Customer, Installation Service
Provider shall promptly follow the escalation procedure
laid down in the Procedural Manual.

1.7 When the Services on the Contract Products/System has
been achieved, Installation Service Provider shall
promptly notify DMLP electronically through the Dedicated
Computer Link or other agreed upon means according to the
Procedures Manual.  The form and content of the
certification shall be specified in the Procedural
Manual.

1.8 Where, during an On-Site-Visit, Installation Service
Provider discovers that the Contract Products/Systems
have been damaged due to fault or neglect on the part of
the Customer (so that the Services cannot be successfully
completed on the Contract Products/Systems) Installation
Service Provider shall explain to the Customer that they
are not authorized to repair such Contract
Products/Systems and, while on-site, shall act in
accordance with the instructions outlined in the
Procedural Manual.

1.9 Payment for Services described herein will be based upon
the criteria set forth in Section 6 "Fees and Payment" of
the Dell Services and Support Agreement and the
applicable Fee shall be as set forth in Schedule B, the
"Charging Scale".

1.10 Installation Service Provider shall respond to the
Location and, within the reasonable time period specified
by DMLP, assemble, wire, install, connect and do the
other work required by the Procedures Manual to determine
that each Contract Product and Contract System is in
working order and is properly functioning at the Location
as more particularly described below.
<PAGE>
1.11 Installation Service Provider shall submit the Contract
Products/Systems to DMLP'S standard diagnostic tests as
communicated by DMLP through written (including
electronic) or verbal communications to Installation
Service Provider.

1.12 Installation Service Provider shall obtain the Customer's
acceptance of the Contract Products/System by returning
to DMLP an acceptance certificate completed by
Installation Service Provider in the form shown in the
Procedural Manual  (as amended from time to time) and
signed by the Customer.  If the Contract Products/Systems
are not in working order following the Installation and
Upgrade Services or the Customer refuses acceptance,
Installation Service Provider shall escalate to DMLP in
accordance with the Procedural Manual.  If Installation
Service Provider completes the Services DMLP shall pay
Installation Service Provider the applicable Fee even
though the Customer refused acceptance provided
Installation Service Provider followed the escalation and
other procedures set forth in the Procedure Manual.

2.	Installation Services

2.1 These Packaged Installation Services for Workstations,
Desktops and Notebooks may be ordered by any DMLP
business segment and, if ordered according to this
Agreement, will be provided by Installation Service
Provider.

2.2 These Installation Services are comprised of eight (8)
installation options that include Standalone Services and
Packaged Installation services.

2.3 Services offered under this Amendment will be limited to
the Services outlined below unless otherwise modified by
DMLP with mutual agreement of the Installation Service
Provider.

1.Peripheral Install (Workstation, Desktop and Notebook)
2.Packaged Installs  (Workstation, Desktop and Notebook)

Package #1
Hardware Install with Network connect and test

Package #2
Hardware Install with Network connect and test
Packaging De-installed
Move

Package #3
Hardware Install with Network Connect & test
Data Transfer < 200MB
De-Installation
Move

Package #4
System Upgrades

Package #5
Hardware Install w/Orientation, Network Connect, Test
Data Transfer <200MB
Packing De-Install

3.Full Day Installation Programs
Assistant Desktop/Notebook CRE
Desktop/Notebook CRE Technician

2.4	Detail of Working - Peripheral Installation (Workstation,
Desktop and Notebook)
<PAGE>
Installation Service Provider shall respond to the
Location within the agreed number of days and:

1. Unpack the Products/ Systems
2. Check for any damage/accuracy of components shipped against order
3. Verify service tag and arrival date
4. Install add-on cards (if any)
5. Install delivered Contract Products/Systems
6. Power up the Contract Products/Systems
7. Install operating software (if necessary and if provided by DMLP
   or Customer.)
8. Format and partition hard drives and/or array to Customer specifications
9. Install and configure NIC (if necessary)
10. Install device drivers.
11. Load disk drivers, load and bind NIC drivers (if necessary)
12. Install UPS software (if necessary)
13. Install additional peripherals (if any)
14. Run DMLP diagnostics to determine whether the Contract Products/Systems
   are in good working order
15. *Notify DELL from the Location if, for any reason,
Installation Service Provider is unable to complete the Installation.
16. Give user briefing on Contract Products/Systems start up, etc.
17. Obtain Customer signature
18. Close call with the Call Management Center and DMLP.
19. Notify DMLP of any DOA parts and complete such
paperwork as is specified by DMLP in the Procedural
Manual when sending such parts back to DMLP. This will
include a fault tag containing a description of the
fault. In some instances DMLP may require an extra
form to be completed provided this form shall be
provided to the Installation Service Provider Service
personnel by DMLP.


2.5 Detail of Working - Packages 1-5

Workstation /Desktop/Notebook Hardware Install

This installation includes a single Dell
Workstation/Desktop/Notebook model. This installation
does not include any application activity other than may
be specifically noted below. This service does not
include the hardware installation of any product external
to the Workstation/Desktop/Notebook, Network cabling or
any other environmental or power related activities.

This Service will be provided during the Service Hours
and provides for the following activities:

1. Verify receipt and condition of all boxes and
components (according to the shipping list/Dell
dispatch to Installation Service Provider)
2. Verify the availability of customer-provided
physical site and power.
3. Unpack systems and components.
4. Verify product service tag #'s (serial number)
match shipping list.  If a non-match, contact
the Dell Technical Support group.
5. Check and verify the internal condition of the
systems (cables attached, boards seated, no
damage, etc.)  Notify customer and Dell of any
damage you have noted either to the Box or to
product inside.
<PAGE>
6. Escalate to Dell Technical Support for
replacement of any item damaged in shipment.
7. Setup and connect all peripherals (keyboard,
monitor, mouse, etc.) including Network cable
(if applicable) to Workstation/Desktop/Notebook.
8. Verify system configuration through system
utilities and perform basic hardware utility
diagnostics and testing, provided by Dell, on
the Workstation.
9. After testing and general system check up,
system should be powered on and brought up to
basic O/S prompt.
10. Enter Customer supplied TCP/IP address (if
applicable).
11. Verify that the system comes up to the
network login screen (if applicable).
12. If any errors occur, contact Dell Technical
Support for further troubleshooting.  If a
hardware failure is found, Dell Technical
Support will open a dispatch for service.
13. If applicable, attach to server and verify
login capability.
14. Remove all installation packaging to a
customer designated area within the immediate
installation location or arrange with the
Customer for Customer removal.

Workstation/Desktop/Notebook/Printer De-Install Packing

Upon completion of the De-Installation, the following
steps should be taken for the packaging of the de-
installed system or printer:

1. Box the de-installed system or printer using
material from new system, or customer supplied
box
2. Remove the de-installed system or printer to a
customer-designated area within the immediate
installation location, or arrange with the
Customer for Customer removal.


Workstation/Desktop/Notebook/Printer Move

This activity reflects services provided within the same
physical facility. Regardless of the whether the
Workstation/Desktop/Notebook/Printer is packaged or not,
this service only addresses the physical movement of a
system from one installation location to another.


On Site Data Transfer <200MB

Transfer existing customer data from a replaced Intel-
based system to new Dell Computer via one of two methods:

1. Data transfer function via XCOPY can be performed
via end user's designated fileserver if system is networked.
2. Data transfer function can be performed via a file
transfer product, if the system is not network connected
3. Customer Data must reside under a single Directory.
I.e. My Documents, a "Data Directory or Folder"
4. Customer must provide capability for data transfers
where Workstation/Desktop/Notebook not networked.
I.e. A Zip Drive with sufficient Disk or a Backup
Tape Unit and related SW to perform the backup.

<PAGE>
Workstation/Desktop/Notebook/Printer De-Installation

Provided as a part of a new installation or stand alone
de-install the following activities for the old system or
printer are required to complete the Service:

1. Disconnect components of old system or printer.
2. Disconnect cable from network jack.
3. Disconnect power source.
4. Remove to a customer-designated area within the
immediate installation location, or arrange with
the Customer for Customer removal.

System Upgrades (Configurations and Software
Installations )

A configuration generally takes place with an
Installation and typically consists of the following
activities:

1. Connect peripherals to Contract Products/Systems.
2. Load Customer specific applications software
3. Run tests specified in the Procedures Manual to
determine the software functions correctly with a
particular configuration
4. Setting up Contract Products/Systems according to
specification
5. Close call with the Call Management Center and DMLP
6. Notify DMLP of any DOA or faulty parts and complete
such paperwork as is specified by DMLP in the
Procedural Manual when sending such parts back to
DMLP. This will include a fault tag containing a
description of the fault. In some instances DMLP may
require an extra form to be completed provided this
form shall be provided to the Installation Service
Provider Service personnel by DMLP.

Workstation/Desktop/Notebook Installation with Customer
Orientation

This installation includes a single Dell
Workstation/Desktop/Notebook model and a customer
familiarization of the system and general operating
procedures. This installation does not include any
application activity other than may be specifically noted
below. This service does not include the hardware
installation of any product external to the system,
Network cabling or any other environmental or power
related activities.

This Service will be provided during the Service and
provides for the following activities:

1. Verify receipt and condition of all boxes and
components (according to the shipping list/Dell
dispatch to Installation Service Provider)
2. Verify the availability of customer-provided physical
site and power.
3. Unpack systems and components.
4. Verify product service tag #'s (serial number) match
shipping list.  If a non-match, contact the Dell
Technical Support group.
5. Check and verify the internal condition of the systems
(cables attached, boards seated, no damage, etc.)
Notify customer and Dell of any damage you have noted
either to the Box or to product inside.
6. Escalate to Dell Technical Support for replacement of
any item damaged in shipment.
7. Setup and connect all peripherals (keyboard, monitor,
mouse, etc.) including Network cable (if applicable)
to Workstation/Desktop/Notebook.
8. Verify system configuration through system utilities
and perform basic hardware utility diagnostics and
testing, provided by Dell, on the Workstation.
9. After testing and general system check up, system
should be powered on and brought up to basic O/S
prompt.
<PAGE>
10. Enter Customer supplied TCP/IP address (if
applicable).
11. Verify that the system comes up to the network
login screen (if applicable).
12. If any errors occur, contact Dell Technical Support
for further troubleshooting.  If a hardware failure is
found, Dell Technical Support will open a dispatch for
service.
13. If applicable, attach to server and verify login
capability.
14. Remove all installation packaging to a customer
designated area within the immediate installation
location or arrange with the Customer for Customer
removal.
15. According to the Procedure Manual, provide a
maximum thirty (30) minute Customer orientation of the
hardware identifying the location of all the major
system components to include:

Location of Major System Components
On/Off switch
Reset button
Bezel LEDs
Floppy/hard drive identification/operation
Monitor controls
Basic keyboard layout
Mouse controls
Ports in back of system (parallel, serial,
video, mouse, etc.)
Chassis screws location

Basic S/W Operation - Windows
Starting Windows from DOS prompt
Opening Window
Starting application from Menu
Moving Icons to new Menu
Adding applications to Windows
File Manager basic operations
Selecting a printer and printer driver
Selecting video resolution

Basic S/W Operation - DOS
DIR Command
CHKDSK Command
DISKLIB backup system
BACKUP.EXE
FORMAT.COM
MD/CD Directory Commands

16.  Remove all installation packaging to a customer
designated area within the immediate installation
location or arrange with the Customer for Customer
removal.


2.6	Detail of  Working - Full Day Installation Programs

   From time to time, Dell will require dedicated
Workstation/Desktop/Notebook installation resources
based upon a fully burdened cost per day. Whether
<PAGE>
sold as a standard service under this Schedule or
integrated as part of a Special Bid, INSTALLATION
SERVICE PROVIDER is expected to provide the
required CRE's to fulfill the services.

Assistant Workstation/Desktop/Notebook CRE

	Individual with minimal PC experience.
Capabilities to include the unboxing and staging of
units to be installed, the removal of replaced
units and asset tagging and/or recording.  Limited
field experience within the user community.  This
individual will only be available in conjunction
with a Workstation/Desktop/Notebook CRE for large
installation projects.  This individual's primary
responsibilities will encompass the more physical
aspects of the installation process.



Workstation/Desktop/Notebook CRE

Individual with extensive experience in the
Workstation/Desktop/ Notebook environment.
Capabilities to include hardware technician skills,
applications loading, single-user operating systems
installation, system troubleshooting, maintenance,
diagnostics, and repair.  Experienced in
troubleshooting, connectivity, testing and
maintenance of terminals and microcomputers.  (See
Item 6 "Technical Skills" for technical
requirements.)

2. Installation Volume Assumptions

No Provider specific installation volume assumptions will be
provided by DMLP to the Installation Service Provider.

3. Territory

The Services described herein will be provided in the
continental United States, Alaska, Hawaii and Puerto Rico based
upon the service level chosen from this Agreement as determined
by DMLP and DMLP'S Customer.

5. Metrics

Timely, accurate communication and scheduling with the Customer
is the cornerstone for success. The primary focus of the
Installation metric is to drive consistency in meeting the
Customer's timeframe and expectations.

Metric Criteria

Installation Call Completion shall mean the percentage of
Installation calls completed within 48 clock hours of
installation dispatch to Installation Service Provider or
within the Next Business Day if scheduled by the Customer at
the Customers convenience.

6. Technical Skills


6.1 Minimum Skill Requirements for Workstation/Desktop/Notebook CRE

(a) Current training on all Dell Desktop, Notebook and
Workstation  products.

(b) Working knowledge of MS-DOS and Windows current
revisions, optional for OS/2, Windows for Workgroups,
Windows NT, Unix, or other operating systems.  Familiar
with IBM AT standards for IRAQ's, DMA channels, memory
usage/limitations, etc. Ability to run DMLP provided
virus detection software.

(c) Emphasis on ISA, EISA, VESA, PCMCIA, SCSI, and PCI
configuration & troubleshooting.

(d) Experienced with and capable of
workstation/desktop/notebook hardware installation. This
is to include all necessary addressing, setting of IRS, &
EISA configuration necessary for proper functionality,
installation of O/S and proper diagnostics to support
<PAGE>
typical system configurations.  This would include
support and functionality of Network Interface cards up
to and including 32 bit Ethernet & token ring varieties,
removable media devices (typically SCSI) such as CDROM,
Streaming & DAT Tape Backup Units, and other periphery.

(e) Familiar with current PC technologies, such as the
ability to diagnose hardware failure,  perform the
internal cabling of devices, connection/termination
methods and connect associated periphery.  Familiar with
using Dell diagnostic tools, virus detection and
elimination.

(f) Minimum of 2 years experience working with Intel PC
products and associated peripherals.  Prefer minimum of 1
year field experience or formally trained through an
accredited technical school or equivalent training
provided by a service company or having an A+
certification level..


(g) Trained to
professionally and positively represent the parent
company as well as DMLP and other partners.

7. Pricing

Payment for such Services will be based upon the criteria set
forth in Section 6 "Fees and Payment" of the Dell Services and
Support Agreement and the applicable Fee shall be as set forth
in Schedule B, the "Charging Scale".

<PAGE>

                 DELL SERVICES and SUPPORT AGREEMENT
                           SCHEDULE A - 3

                    Other Services and Virus Checks

1. The Other Services

INSTALLATION SERVICE PROVIDER shall provide other services
(including without limitation, upgrades, refurbishment,
inspections, Special Bids support, consulting, standby or daily
rate or on-site engineers) For this purpose, INSTALLATION
SERVICE PROVIDER shall, from time to time thereafter during the
term of this Agreement, provide DMLP with a price list of its
products and services for the Territory. DMLP shall inform
INSTALLATION SERVICE PROVIDER on a case by case basis of the
nature of the problem and of the service required.  Where such
services are not charged by reference to the Charging Scale,
INSTALLATION SERVICE PROVIDER shall notify DMLP and DMLP shall
pay for the Services within forty-five (45) days after the date
of invoice for the same.

Stand-by

Subject to the availability of personnel, make available,
appropriate technical expertise over specific period
(evening, weekend, National Holiday, etc.) whereby
Customer pays for stand-by and Call-out fee if physical
assistance invoked. Such service could be used for any of
the above requirements.


Daily Rate

Subject to the availability of personnel, make available
Engineers for a full day's attendance at Customer's site,
to carry out any of the above services. Technical level
of Engineers must be commensurate with task assignment.

On-Site Engineer

Subject to the availability of personnel, make available
Engineer to be located at Customer's site to carry out
any of the above services.(It is assumed that Logistics
would also be made available to the Engineer locally.)

Special Bids

From time to time, DMLP will require additional services
or modifications in existing services and pricing to
fulfill a unique Customer requirement. At the request of
DMLP via a "Statement of Work" process, the Installation
Service Provider  will provide the Services in accordance
with the "Service and Support Agreement" at the rates
specified in the Charging Scale, or, if no rates for the
requested service are specified in the Charging Scale,
both Parties will mutually agree upon pricing prior to
the service being rendered.

2.  Pricing

Payment for such additional  Services will be based upon the
criteria set forth in Section 6 "Fees and Payment" of the Dell
Services and Support Agreement and the applicable Fee shall be
as set forth in  Schedule B, the "Charging Scale".


<PAGE>


               DELL SERVICES AND SUPPORT AGREEMENT
                          SCHEDULE B



                       The Charging Scale


The charges below are those to be paid by DMLP for the Services
provided by Installation Service Provider in accordance with the
terms and conditions of the Agreement.  Amendments or additions to
the Services and/or Fees contained in this Schedule (together with
the implementation date) must be agreed to by both parties in writing
prior to implementation and a revised Schedule must be attached to
this Agreement.



                    Installation Services
                    ---------------------
Service Description  Fixed Fee

                                    Multiple    Install    Pricing

                           1-6  7-20  21-50  51-100 101-200 201-500 > 500
-----------------------------------------------------------------------------
Peripheral Install  (
Workstation, Desktop,
Notebook)    $ per install 52.50  45.00  45.00  42.00  40.00   40.00   40.00

Package #1   $ per install 45.50  40.50  33.50  31.50  30.00   28.50   25.00

Package #2   $ per install 87.50  70.00  63.00  58.50  55.00   48.00   45.00

Package #3   $ per install 133.00 112.00 104.00 100.00  90.00   90.00  85.00

Package #4   $ per install  80.50  63.00  56.00  52.50   50.00   47.50  45.00

Package #5   $ per install 150.00  130.00 120.00 110.00  100.00  90.00  85.00

Full Day Installation
Programs:
- Assistant WS/DT/NB CRE  $per day   235.00
- WS/DT/NB CRE            $per day   300.00