PC CONNECTION VENDOR AGREEMENT

This  Agreement  made  January  5,  2001  by  and  between  Merrimack  Services
                       ----------
Corporation d/b/a PC Connection Services, a Delaware corporation with offices at
730  Milford  Road,  Merrimack,  NH  03054  ("Reseller") and its affiliates, and
LinuxWizardry  Systems,  Inc.,  a Canadian corporation with offices at 185-10751
Shellbridge  Way,  Richmond,  British  Columbia  V6X  2W8 Canada, ("Vendor"). In
consideration  of  the  mutual  covenants herein contained, the Parties agree as
follows:

1.   AUTHORIZED  RESELLER.
     (a)     Vendor  hereby  appoints  Reseller  as  a  nonexclusive  Authorized
Reseller  for  its Products. Reseller may promote and sell Vendor's Products (or
pass through software licenses, if applicable) through its affiliates at retail,
including mail order, and electronic order, without geographic restrictions. The
parties  remain  independent  contractors;  no  agency,  joint  venture or other
relationship  is  hereby  created.
     (b)     Vendor  retains  all  proprietary  and intellectual property rights
(patents, copyrights, trade secrets, and trademarks) in the Products, except for
the  medium  on  which  it  is  stored,  and Vendor licenses Reseller to use its
trademarks  for  advertising  and  marketing  purposes  in  connection  with the
Products.

2.   PURCHASE  OF  PRODUCTS/PRICE.
     (a)     Reseller  shall  pay  an  amount equal to 20% off the retail (list)
price,  which  Vendor  stipulates  is  the  lowest  price (whether calculated by
discount,  rebates,  free  products  or otherwise) available to any customer and
Vendor  shall  provide  Reseller  with the lowest price available throughout the
term  of  this Agreement, consistent with law. Reseller and its affiliates shall
at all times have the exclusive right to determine and set the price at which it
will  sell  Products  to  its  customers.
     (b)     Reseller  agrees  to  purchase a minimum of 10 units of Products as
consideration  for  this Agreement; thereafter Reseller may purchase Products to
the  extent  it  deems appropriate and may maintain its inventory of Products at
levels  it  deems  appropriate.
     (c)     Reseller  may  order  Products  via  mail, telephone, or facsimile,
provided  that  if  orders  are placed via telephone, written confirmation shall
follow  as soon as practical. Orders are deemed accepted by Vendor upon receipt,
subject  to  Vendor's  credit  criteria.
     (d)     Terms  of  payment  are   net  30  days  upon  receipt  of invoice,
provided Product is delivered, or better if better terms are available. Reseller
may  deduct  from invoices any credits past due Reseller and any catalogs or web
advertising  charges  incurred  by  Vendor.
     (e)     Products  purchased  under  this  Agreement  are  for  resale  and,
therefore, not subject to sales taxes. Reseller shall not be liable for handling
or  customs  charges.
     (f)     Vendor  may  increase or decrease the retail/list price of Products
at  any  time, but agrees to provide Reseller with written notice at least sixty
(60)  days  prior  to  the  effective  date.
     (g)     Vendor  shall  give  Reseller price protection on all inventory and
orders  placed.  In  the  event  Vendor reduces the retail price of Products, it
shall  upon the effective date of such price change issue credit to Reseller for
the  difference  between  the  old and new price for all Reseller's inventory of
such  Product,  all  Product ordered but not delivered, and Products sold to end
user  customers  within  10  days  of  the  effective  date.

3.   SHIPPING TERMS. Shipping terms:  F.O.B. Destination.  Vendor shall use best
efforts  to  meet  delivery  schedules. Products shall be shipped in appropriate
packages  to  Reseller's  Distribution  Center: PC Connection Services, 2870 Old
State  Route  73,  Wilmington,  OH  45177.  Reseller  shall inform Vendor of any
discrepancies  in  the  shipments  as  soon  as  may  be  practical.

4.   Warranty.
     (a)     Vendor  warrants  Products to be free from defects in materials and
workmanship,  and  to  operate  in conformity to Vendor's specifications, as set
forth  in  its  written  end-user  warranty.
     (b)     Vendor  warrants that it has full title and rights to the Products,
and  that  it  has proper authority to sell or license the Products to Reseller.
     (c)     Vendor  warrants that all Products are Year 2000 compliant, meaning
Products  are  designed  to  recognize  and  do in fact recognize and accurately
process  all  dates  properly,  including all dates after December 31, 1999, and


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display  dates  by  the  correct  century.
     (d)     VENDOR  DISCLAIMS  ALL  OTHER WARRANTIES, INCLUDING MERCHANTABILITY
AND  USE  FOR  A  PARTICULAR  PURPOSE.

5.   PRODUCT  INFORMATION.
     (a)     Vendor  shall  provide  Reseller  with  copies  of  its  end-user
warranties  for  the  Products.
     (b)     Vendor  represents  and  warrants  that all regulated Products have
applicable  government  clearances  and licenses, including FCC Class B licenses
for  computer  products.

6.   LIMITATION  OF  LIABILITY. IN  NO EVENT  SHALL VENDOR OR RESELLER BE LIABLE
FOR SPECIAL AND INDIRECT CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS
OF PROFIT.  THIS LIMITATION OF LIABILITY SHALL NOT AFFECT VENDOR'S OBLIGATION TO
INDEMNIFY  RESELLER  UNDER SECTIONS 7 AND 8 OF THIS AGREEMENT.

7.   PROPRIETARY  RIGHTS  INDEMNIFICATION.
     (a)     Vendor  shall  defend  at  its  expense  and  hold Reseller and its
affiliates  harmless  from  any  actions,  claims, damages and judgments brought
against  Reseller  to  the  extent  based  on  claims  that  a  Product  sold or
distributed  by  Reseller  infringes  another's  copyright, patent, trademark or
trade  secret  enforceable  in  the  United States. Reseller shall notify Vendor
promptly  in  writing  of  any such claim and give Vendor complete authority and
information  required  for  the  defense  and settlement of such claims. In such
case,  Vendor shall pay all costs, damages and settlements, including attorneys'
fees,  awarded  against  Reseller  as  a  result  of  such  claims.
     (b)     Upon  notice  of  an alleged infringement or if in Vendor's opinion
such  a  claim  is  likely, Vendor  shall  have the right, at its option, to (i)
obtain  the  right  to continue the distribution of the Product, (ii) substitute
other Products with similar features or capabilities or (iii) modify the Product
so  that  it  is  no  longer infringing.  Should Products become subject to such
claims  and Vendor does not elect any of the options stated above, Vendor agrees
to  repurchase Reseller's inventory of Products at cost and agrees to repurchase
Products  returned  to  Reseller by its customers for any reason for a period of
ninety  (90) days following the initial repurchase. This indemnity shall survive
the termination of the Agreement for any claims or threat of claims arising from
sales  of  Product  prior  to  such  termination.

8.   PRODUCT  INDEMNIFICATION.  Vendor  shall  defend  at  its  expense and hold
Reseller  and  its  affiliates  harmless  from  any actions, claims, damages and
judgments  to  the  extent  that they are based on claims that a Product sold or
distributed  by  Reseller  breached a warranty or resulted in harm to persons or
property. Reseller shall notify Vendor promptly in writing of any such claim and
give  Vendor  complete  authority  and  information required for the defense and
settlement of such claims. In such case, Vendor shall pay all costs, damages and
settlements,  including attorneys' fees, awarded against Reseller as a result of
such  claims.

9.   VENDOR'S  SALES  SUPPORT.
     (a)     Vendor  shall  give Reseller and its affiliates the opportunity and
means to participate in all promotions and special purchasing opportunities made
available  to  other  resellers  or  direct  to  end  users.
     (b)     Vendor  shall  provide  Reseller  with 3 free sample(s) of Products
carried  by  Reseller,  for  training  and  technical  reference.
     (c)     Vendor  shall  replace  outdated versions of software Products with
new  versions  upon release without restocking or handling fees, on a dollar for
dollar  basis.
     (d)     Reseller  may  rotate  its inventory of Products on a monthly basis
within one year of purchase without restocking or handling fees, on a dollar for
dollar  basis.
     (e)     Vendor  shall  replace  defective  Products under warranty with new
units  at  no  cost  or,  at  the  option of Reseller, shall issue credit within
fifteen  days  of  return.
     (f)     Vendor  elects  to  participate in the ___ 30 ___ 60 day Money Back
Guarantee  program.

10.  RESELLER'S  SALES  SUPPORT.
     (a)     Reseller  has  established  a  co-op  advertising  program in which
Vendor  may  participate  upon  request,  subject  to  the  program's  terms and
conditions.
     (b)     Reseller,  with  Vendor's assistance, will provide Product training
to  its  employees.
     (c)     Reseller  will  handle  end-user  customer  problems directly, with
Vendor's  support.


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     (d)     Reseller  will  offer end-user customers toll-free telephone access
for  Product  information,  ordering  and  technical  support.
     (e)     Reseller  will  distribute  Products with all packaging, documents,
and  labels  intact.
     (f)     Reseller  will  provide  Vendor  with  monthly  sales  reports.

11.  NONDISCLOSURE.  Reseller  and  Vendor  each agree to keep confidential, and
not  disclose to third parties, confidential information obtained from the other
party,  including product specifications, release dates, and sales and inventory
figures.

12.  GENERAL  TERMS.
     (a)     This  Agreement,  together  with  all  schedules  and  attachments
referenced  herein,  represents  the complete and sole understanding between the
parties;  any  changes  or  modifications  must  be  by  written  addendum;  any
inconsistent  or  contrary terms contained in purchase orders or invoices issued
hereunder  shall  have  no  effect.
     (b)     This  Agreement  shall  be governed and construed under the laws of
New  Hampshire.
     (c)     The  parties  shall not be liable for delays caused by Acts of God,
including  floods,  earthquakes, hurricanes, tornadoes, and other severe storms,
war,  riot, third party strikes or other such conditions beyond their reasonable
control.
     (d)     If  any  provision  of  this  Agreement  is  deemed  illegal  or
unenforceable,  such provision shall be modified to the minimum extent necessary
to  make  it or its application legal or enforceable; if the provision cannot be
modified,  then  it  shall  be  deleted  and the remainder of the Agreement will
continue  in  full  force and effect.
     (e)     The  paragraph  headings  are  for  information  only  and  do  not
constitute  terms  of  this  Agreement.  This  Agreement shall be binding on the
parties  and  their  respective  successors  and  assigns,  and may be signed in
counterparts.

13.   TERM,  RENEWAL AND EXPIRATION.  The term of  this Agreement shall commence
upon  the effective date, shall continue for a period of one (1) year, and shall
renew  automatically  unless  written  notice  of non-renewal is given by either
party  to  the  other  at  least thirty (30) days prior to the anniversary date.


Agreed:
Merrimack  Services  Corporation          LinuxWizardry  Systems.  Inc.


by: ____________________________          by: ____________________________


________________________________          ________________________________
name/title                                name/title


080100rev14


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