Gateway Confidential

              GATEWAY INTERNATIONAL AUTHORIZED RESELLER AGREEMENT

THIS  AGREEMENT is made this 1st day of July 2001 ("Effective Date").

PARTIES:

(1)  GATEWAY  MANUFACTURING  INC., a corporation organized under the laws of the
     State of Delaware, USA with offices at 610 Gateway Drive, North Sioux City,
     South  Dakota  57049-2000,  USA  ("GATEWAY");  and

(2)  NETCEL360.COM  LTD,  a  corporation  organized under the laws of the Cayman
     Islands  with  its registered offices at Ugland House, South Church Street,
     PO  Box 309, George Town, Grand Cayman, Cayman Islands, British West Indies
     ("RESELLER").

RECITALS:

WHEREAS,  Gateway's  Affiliates  (defined below) manufacture and market computer
products  throughout the world directly and through qualified companies that add
value  to  the  products  in  selling  such  products;

WHEREAS,  Reseller has represented that it possesses the necessary expertise and
marketing  organization  to  market  and  sell  such  products  in the Territory
(defined  below);

WHEREAS,  Gateway  is  willing  to  appoint  Reseller and Reseller is willing to
accept  such  appointment  as  a reseller of Gateway's products in the Territory
(defined  below)  (the "Gateway Business") upon the terms and conditions of this
Agreement;  and

NOW,  THEREFORE, in consideration of the mutual premises and covenants set forth
below,  the  parties  agree  as  follows:

                            SECTION I(A): DEFINITIONS

In  this  Agreement,  unless  the  contrary  intention  appears:-

"Affiliates"  means  companies  that  directly or indirectly through one or more
intermediaries,  control, or are controlled by, or are under common control with
the  referenced  company  and  the  term  "control"  (including  the  terms


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Gateway Confidential

"controlling",  "controlled  by"  and  "under  common  control  with") means the
possession, direct or indirect, of the power to direct or cause the direction of
the  management and policies of a company, partnership, or other body corporate,
whether  through  the  ownership of voting securities, by contract or otherwise.

"COGS"  means  the  costs  of  goods sold including but not limited to component
costs,  manufacturing costs, hardware and software royalties, warranty costs and
end-user  technical  support costs applicable to the Gateway Products sold under
this  Agreement.

"Effective  Date"  means  the  date  the  parties entered into this Agreement as
above-written.

"First  Year"  means the period commencing from the Effective Date and ending on
30th  June  2002,  notwithstanding  that it does not comprise one calendar year.

"Gateway  Products"  means  Gateway's  products  listed in Gateway International
Resellers  Products  Price  List  as set out in Exhibit A attached hereto and as
such  products  may  be  amended  from  time  to  time  by  Gateway, at its sole
discretion.

"Gross  Mark-up"  means  Gateway's  percentage mark-up on COGS applicable to the
different  types  of  sale  of Gateway Products and more particularly set out in
Exhibit  A.

"Minimum  Purchase  Quantity" means the minimum target that Reseller has to meet
in  relation  to  purchases of Gateway Products and more particularly set out in
Exhibit  D.

"Programs"  means  the  operating,  utility  and  application  software programs
installed  or  included  in Gateway Products and as such programs may be updated
and  substituted  from  time  to  time  by  Gateway  in its absolute discretion.

"Price  List"  means  the  list of prices (based on COGS) of Gateway Products in
Gateway  International Resellers Products Price List set out in Exhibit A and as
such  list  may,  in  Gateway's sole discretion, be revised or replaced with new
price  list  which  Gateway  may  issue  from  time  to  time.

"quarter" means a calendar quarter, that is 1st January to 30th March, 1st April
to  30th  June,  1st July to 30th September and 1st October to 31st December, as
the  case  may  be;

"Second  Year"  means the period of twelve (12) months immediately following the
expiry  of  the  First  Year.


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"Territory" means the territory(ies) as set out in Exhibit A(I) attached hereto.

"Trademarks"  means any and all of Gateway's trademarks, words and design marks,
trade  names,  service  marks, trade logos and trade dress, and foreign language
equivalents  thereof,  including but not limited to those described in Exhibit F
attached  hereto,  and  as each may be unilaterally amended from time to time by
Gateway  (whether  registered  or  not).

"Trademark  License"  means the non-exclusive and non-transferable, royalty-free
right  and  license  to  use the Trademarks in the Territory for the limited and
sole  purpose  of  marketing,  sale  and  promotion  of  the Gateway Products as
provided  in  Section  7.2.

                             SECTION I: APPOINTMENT

1.1  Scope  of  Appointment.  Gateway  hereby appoints Reseller, and Reseller
     ----------------------
     hereby  accepts  such  appointment,  as a sole reseller of Gateway Products
     within  the  Territory  subject  to the provisions in Sections 1.5 and 1.7.
     Reseller  shall  have  the  right to market, distribute, sell, install, and
     lease  Gateway  Products and to use the Trademarks in the Territory subject
     to  the  terms  and  conditions  of  this  Agreement.

1.2  Products Supply.  Except as approved by Gateway, Reseller shall purchase
     ---------------
     Gateway Products solely from Gateway and shall not seek to purchase Gateway
     Products  from  any  of  Gateway's  Affiliates.

1.3  Sub-distributors  and  resellers.
     --------------------------------

     A.   Reseller  may  market,  distribute,  sell  or  lease  Gateway Products
          through  its  existing sub-distributors, resellers or agents listed in
          Exhibit  B attached hereto. Reseller shall be entitled, with Gateway's
          prior  written  approval  and  such  approval  not  to be unreasonably
          withheld,  to appoint new sub-distributors, resellers or agents (other
          than  those  listed in Exhibit B) to market, distribute, sell or lease
          Gateway  Products.  For the avoidance of doubt, the parties agree that
          Gateway's  decision  in  all  cases,  whether  to  approve or withhold
          approval  on  Reseller's  proposed  appointment  of  any  new
          sub-distributors, resellers or agents under this Section, shall always
          be deemed to be reasonable and shall be final and binding on Reseller.


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     B.   Notwithstanding  Gateway's  approval  of  the  appointment  of  any
          sub-distributors,  resellers or agents, whether listed in Exhibit B or
          otherwise,  Reseller  shall  remain liable for the actions, omissions,
          and  performance  of  such  sub-distributors,  resellers  and  agents.

1.4  No  Sales  Outside  the Territory.  Reseller shall (a) not undertake to,
     ---------------------------------
     directly  or indirectly, and (b) not permit its sub-distributors, resellers
     or  agents  to,  market,  export,  sell,  install, service or lease Gateway
     Products  outside  the  Territory.

1.5  Appointment  of  Other  Resellers.   Notwithstanding  the  provisions in
     ---------------------------------
     Section 1.1, commencing from January 1, 2002, Gateway shall be entitled, in
     its  absolute  discretion, to appoint additional resellers, distributors or
     agents  for  the  Territory in the event that Reseller does not achieve the
     Minimum Purchase Quantity for any two consecutive quarters. Reseller agrees
     that  it  will  not  register this Agreement with the relevant governmental
     authorities  without Gateway's prior written approval, and if necessary, to
     amend  such  registration  to  reflect  the  appointment  of any additional
     resellers,  distributors  or  agents  for  any  of  the  countries  in  the
     Territory.

1.6  Sale  of  Competitive  Products.  Reseller  acknowledges and warrants to
     -------------------------------
     Gateway that the list of products (and their manufacturers) as set forth in
     Exhibit  C  attached  hereto  is  the complete list of all computer-related
     products  that Reseller (or any of its Affiliates) manufactures, assembles,
     purchases,  markets,  distributes,  sells, leases or licenses to end-users.
     Reseller  shall  notify  Gateway  in  writing  prior  to  adding  any  new
     computer-related  products  to  its  manufacturing,  assembly,  purchasing,
     marketing,  distribution,  sale,  leasing  or licensing operations that are
     similar  to  or  competitive  with  any  Gateway  Products.

1.7  Training  Products.   For  the  avoidance of doubt, Gateway shall at all
     -------------------
     times  be  entitled to, directly or indirectly, market, distribute and sell
     Gateway  training  products  in  the  Territory.

1.8  Restriction  on  Provision of Back Office Services.  Reseller shall not,
     ---------------------------------------------------
     without  the  prior written approval of Gateway (a) directly or indirectly,
     and  (b)  permit  its  Affiliates,  sub-distributors,  resellers, agents or
     assigns to, provide or undertake to provide, within the Territory, any back
     office  services  for  any  of  the  computer  and computer-related product
     manufacturers  listed  in  Exhibit  C(1)  attached  hereto,  including such


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Gateway Confidential

     manufacturers'  Affiliates,  successors and/or assigns, in relation to such
     manufacturers'  computer  and computer-related product business activities.
     For  the  purpose  of this Agreement, "back office services" shall include,
     but  not be limited to, services relating to call centre support, technical
     support,  web  hosting,  web  design,  customer  relationship  management,
     logistics  and  financial  management.

                       SECTION II: OBLIGATIONS OF RESELLER

2.1  Minimum  Purchase  Quantity.
     ---------------------------

     A.   Reseller  shall  by  the  end  of  each  quarter,  achieve the Minimum
          Purchase  Quantity for such quarter, failing which Gateway may issue a
          reminder  to  Reseller.

     B.   Reseller  shall  by  the end of each of the First Year and Second Year
          achieve  the  Minimum  Purchase  Quantity  for  the First Year and the
          Second  Year  respectively,  all  as  set  out  in  Exhibit  D.

     C.   At  least thirty (30) days' prior to the expiry of the First Year, the
          parties  will endeavor in good faith to review and agree in writing to
          the  Minimum  Purchase Quantity for the Second Year. In the absence of
          such  agreement,  Gateway  shall,  based on Gateway's market forecast,
          determine  the  Minimum Purchase Quantity for the Second Year and such
          determination  shall  be  final  and  binding  on  Reseller.

2.2  Marketing  And Product Support.  Reseller shall use its best efforts and
     ------------------------------
     shall,  at  its  own  cost  and  expense,  undertake  to:

     A.   Promote  the  marketing  and  sale  of  Gateway  Products  within  the
          Territory.

     B.   Maintain  adequate  facilities  and  delivery  of  Gateway Products to
          ensure  prompt  handling  of inquiries, customer orders, shipments and
          returns

     C.   Maintain  a  professional and well-informed sales and customer support
          organization  appropriate  for  marketing,  distributing,  selling,
          installing and leasing Gateway Products in the Territory. The Reseller
          shall  comply  with  the provisions in the Gateway Authorised Reseller


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          Handbook  ("Reseller  Handbook")  in this respect, a copy of which has
          been  extended  to Reseller and Reseller hereby acknowledges the terms
          therein.  In  case of any discrepancies between this Agreement and the
          Reseller  Handbook, the terms of this Agreement shall have precedence.

     D.   Provide  comprehensive  training  to  its  staff, in consultation with
          Gateway,  to  permit them to undertake pre-sales support to Reseller's
          customers.  Such  training shall include participation in a reasonable
          number  of  conferences  developed  or  recommended  by  Gateway. Such
          participation  in  training  shall  be  at  Reseller's  expense

     E.   Participate  in conferences and trade shows that Gateway may recommend
          to  Reseller  and  as  the  parties  may  agree,  from  time  to time.

2.3  Advertising  and  Marketing  Programs.
     -------------------------------------

     A.   Reseller  shall  be  responsible  for  initiating  and  undertaking
          advertising  and marketing programs relating to the Trademarks and the
          Gateway  Products  in  the  Territory  and  for all costs and expenses
          relating  thereto.

     B.   Reseller  shall submit all advertising and marketing programs relating
          to  the  Trademarks  and the Gateway Products to Gateway for its prior
          review  and  approval.  Gateway expressly reserves the right to review
          Reseller's  advertising  and  marketing  programs  at  any time and to
          direct  Reseller  to  alter  or cancel and withdraw any advertising or
          marketing programs which Gateway deems, in its sole discretion, not to
          be  suitable for its image. Reseller shall also obtain Gateway's prior
          approval  for  the  use of the Trademarks for the promotion or sale of
          Gateway  Products  on  any web-sites that Reseller seeks to develop or
          use.  Reseller  shall  at  all  times  during  the subsistence of this
          Agreement use the Trademarks in conformity with the specifications set
          out  in  Exhibit  G  attached  hereto  and any other Gateway rules and
          policies  which  may be communicated to Reseller in writing by Gateway
          from  time  to  time.

2.4  Sales  Call  Center.   Reseller  shall  provide  a  sales call center to
     -------------------
     address  queries  from  customers  regarding the Gateway Products. Reseller
     undertakes  to  operate  the  sales  call  center  in  accordance  with the
     requirements  and  directions  of  Gateway  and  as mutually agreed upon by
     Gateway  and  Reseller  from  time  to  time.


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Gateway Confidential

2.5  Customer  Support.  Reseller  shall  undertake  to:
     -----------------

     A.   Provide  sales support and product information to Reseller's customers
          and  carry  out  installation of Gateway Products and related hardware
          and  software,  as  applicable.  Reseller shall not, without the prior
          written  consent  of  Gateway,  instruct  customers to contact Gateway
          directly  for  pre-sales  support  or  product  information.

     B.   Participate  fully  in  any  retrofit, recall or customer notification
          campaigns  initiated  by  Gateway with regard to the Gateway Products,
          under  terms  to  be  agreed  upon,  from  time  to  time.

     C.   Comply  with applicable laws and regulations in the Territory relating
          to  "used"  or  returned  merchandise.

2.6  Issue  of  Warranty.
     -------------------

     A.   Reseller shall issue Gateway's warranty on the Gateway Products to its
          customers  in  accordance with Gateway's standard warranty and support
          terms  and  conditions  (the "Gateway Warranty"). For the avoidance of
          doubt,  Gateway  shall,  at  its  own  costs, be solely liable to such
          customers  for  honouring  the  Gateway  Warranty,  whether during the
          subsistence  or  after  the  expiry  or  earlier  termination  of this
          Agreement. Reseller shall obtain the prior written approval of Gateway
          for  any  additional Gateway warranty programs that Reseller offers to
          its  customers. In the event that Reseller offers any extended Gateway
          Warranty  to  its  customers,  Reseller  shall  purchase such extended
          Gateway  Warranty  for  the  benefit  of  its  customers from Gateway.
          Reseller  shall not offer to its customers any other warranty programs
          other  than  the  Gateway  Warranty  on  the  Gateway  Products.

     B.   Reseller  shall  obtain  the  prior written approval of Gateway before
          offering  to its customers any additional service programs provided by
          Reseller  ("Reseller  Warranty") and Reseller shall, at its own costs,
          remain  solely  liable  to  such  customers for honouring the Reseller
          Warranty,  whether  during  the  subsistence  or  after  the expiry or
          earlier  termination  of  this  Agreement.


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     C.   In  the  event that Reseller fails for any reason whatsoever to honour
          the  Reseller Warranty after the expiry or earlier termination of this
          Agreement,  Gateway may, but is not in any way obliged to, honour such
          Reseller  Warranty  in  accordance  with  terms  and  conditions  as
          determined  by  Gateway  in its absolute discretion and Reseller shall
          indemnify  Gateway  for  all  costs and expenses incurred, directly or
          indirectly,  by  Gateway.

2.7  Qualitative  Performance  Requirements  and  Criteria.
     ------------------------------------------------------

     A.   Gateway  has established policies and procedures to effectively handle
          customer support issues, which Gateway will convey to Reseller as soon
          as  practicable  following  the  execution of this Agreement. Reseller
          agrees to follow these policies and procedures to resolve the customer
          support  issues  in  an  efficient  and  effective  manner.

     B.   In addition to the provisions in Section 2.7(A), Reseller shall at all
          times comply with the performance criteria as set out in Exhibit D. If
          Reseller  fails to meet the performance criteria in any quarter, other
          than  by  reason  of  Gateway's  failure  to manufacture, assemble and
          supply  the Gateway Products, ordered under Section IV, to Reseller in
          a  timely  manner  or in sufficient quantities, Gateway may by written
          notice,  require  Reseller  to  rectify  such  failure  to  Gateway's
          reasonable  satisfaction within such period prescribed by Gateway, but
          which  in  no  event  shall  be  less  than  thirty  (30)  days
          ("Notification").  Reseller's  failure  for  whatever reason to comply
          with  the  Notification  shall  entitle  Gateway  to  terminate  this
          Agreement  for  cause  as  provided  herein.

2.8  Reporting  Obligations.   Reseller  shall provide forecasts of projected
     -----------------------
     purchases  of Gateway Products in accordance with the provisions in Exhibit
     H  attached  hereto.  In  addition,  it  shall collect and provide detailed
     market research or competitive analysis information, as reasonably required
     by  Gateway.  Reseller  shall  immediately direct to Gateway details of any
     complaints  it  receives  from  customers  and  others  relating to Gateway
     Products.

2.9  Third-Party  Inquiries.  Reseller  shall  direct  to Gateway  all inquiries
     ----------------------
     from third parties regarding the sale, distribution or marketing of Gateway
     Products  outside  the  Territory.


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2.10 Costs  and  Expenses.  Reseller  shall be responsible for all costs and
     --------------------
     expenses  relating  to  its obligations under this Agreement, including but
     not  limited  to  this Section II, except as expressly indicated otherwise.

2.11 Lease  of  Current  Retail  Stores.
     -----------------------------------

     A.   Reseller  shall,  with  effect  from the Effective Date, (i) be solely
          responsible for all of the operating costs of Gateway's current retail
          stores  ("Current  Retail  Stores") (as set out and further defined in
          Exhibit  I  attached  hereto)  in  the  Territory,  including  rent,
          management  fees,  rates,  utilities  and any other costs and expenses
          arising from or in connection with the operation of the Current Retail
          Stores  ("Current Retail Stores Operating Costs") and (ii) observe and
          perform  all  of Gateway's obligations under the respective leases for
          the Current Retail Stores ("Current Leases") as though Reseller was an
          original  party  to  the  Current  Leases in place of Gateway. Gateway
          shall indemnify Reseller for all damages, costs (including legal costs
          on  an indemnity basis) and expenses suffered or incurred by Reseller,
          directly  or  indirectly, as a result of any claims or damages arising
          from  a  cause  of action relating to the Current Retail Stores or the
          Current  Leases  that  occurred  prior  to  the  Effective  Date.

     B.   In  consideration  of  Gateway  selling  the  equipment (as set out in
          Exhibit  L  attached  hereto)  located at the Current Retail Stores to
          Reseller,  Reseller  shall pay to Gateway, as soon as practicable upon
          the  execution  of this Agreement, a sum to be mutually agreed between
          the  parties  and  confirmed  in  writing  after the execution of this
          Agreement.

     C.   Reseller  shall  cooperate  with  Gateway  to  procure the novation or
          assignment,  as  determined  by  Gateway,  of  the  Current  Leases to
          Reseller  as  soon  as  practicable after the Effective Date. Reseller
          shall  execute all documents and do all things necessary as reasonably
          required  by  Gateway for the purpose of novating or assigning, as the
          case  may  be,  the  Current  Leases  to  Reseller.

     D.   Reseller  and  Gateway shall each bear its own legal costs incurred in
          the novation or assignment of the Current Leases to Reseller provided,
          that  Gateway  shall  bear  all  stamp  duties and other similar taxes


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          relating  to  such  novation  or  assignment.  In  the  event that any
          additional costs or expenses are payable to any third party (including
          the landlord of the respective Current Leases) in connection with such
          novation  or  assignment,  Gateway  and  Reseller  shall  agree to the
          apportionment  of such costs or expenses between Gateway and Reseller;
          provided,  that  any  additional  costs paid to the landlord(s) of the
          respective  Current  Leases  that  are in the nature of inducements to
          cause  such  landlord(s)  to  consent  to  the novation, assignment or
          sub-let  of  the  Current  Leases  shall  be  borne solely by Gateway.

     E.   Upon the expiry or earlier termination of the Current Leases, Reseller
          shall, at its costs, be solely responsible for reinstating the Current
          Retail  Stores  in  accordance with the requirements under each of the
          Current  Leases.

     F.   In  the  event  that  Gateway, for any reason whatsoever, is unable to
          procure  the novation or assignment of the Current Leases to Reseller,
          Reseller  shall enter into an arrangement, as Gateway deems reasonably
          appropriate,  with  Gateway  for  all  of  the  Current  Retail Stores
          Operating  Costs  to  be  borne  directly  by  Reseller and to require
          Reseller to observe and perform all of Gateway's obligations under the
          Current Leases as though Reseller was an original party to the Current
          Leases  in  place  of  Gateway

     G.   If  Reseller  fails,  neglects or refuses for any reason whatsoever to
          observe  and  perform  any  of Gateway's obligations under the Current
          Leases  (i)  pursuant to Section 2.11(A) or (ii) after the novation or
          assignment  of  the Current Leases to Reseller or (iii) after Reseller
          and  Gateway  have  entered  into  the arrangement pursuant to Section
          2.11(F),  as  the  case  may  be,  Gateway  shall be entitled, but not
          obliged,  to  perform  any  of  the  lessee's  obligations  under  the
          respective Current Leases and Reseller shall indemnify Gateway for all
          damages,  costs  (including  legal  costs  on  an indemnity basis) and
          expenses  suffered  or  incurred  by  Gateway  arising  out  of  or in
          connection  with  Gateway's  performance of such lessee's obligations.
          Without  prejudice  to any of its rights under this Agreement, Gateway
          shall  be  entitled to exercise its rights under the SBLC (as provided
          in  Section  2.18)  for  the  purposes  of  performing  such  lessee's
          obligations  or  satisfying  Reseller's indemnification as provided in
          this  Section  2.11(G).


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2.12 Supplier  contracts.   Reseller shall not enter into any store in store
     --------------------
     arrangements,  supplier  agreement  or  arrangements  for  the  supply  of
     accessories,  or  training  services,  in  each case in connection with the
     Gateway  Business,  without  the  prior  written  approval  of  Gateway.

2.13 Access  to  Reseller's  Operations,  Books and Records.  Reseller shall
     -------------------------------------------------------
     establish  and  maintain at its own costs a bookkeeping, accounting, record
     keeping  and  records  retention  system consistent with generally accepted
     accounting  principles.  Reseller  shall  keep  full complete, accurate and
     updated  records  pertaining  to  its operations and the performance by the
     Reseller  of  its  obligations  under  this Agreement. Reseller shall allow
     Gateway personnel, upon reasonable notice and during normal business hours,
     to  review  Reseller's facilities, operations, books and records to confirm
     compliance  with the requirements of this Agreement. Reseller shall, within
     six  (6)  months  after  the  close  of each of its financial year, provide
     Gateway  with  a set of its annual audited financial statements prepared in
     accordance  with  generally  accepted  accounting  principles.

2.14 Gateway  Merchandising  Programs
     --------------------------------

     A.   Subject  to  the provisions of Section 2.14(D)(iii)(a), Reseller shall
          participate in and honour Gateway's merchandising programs, namely the
          Your:)Ware  and  the  10-day  money  back  guarantee  programs,  which
          programs  Reseller  has  complete  knowledge  and  understanding,
          ("Merchandising  Programs") in respect of Gateway's existing customers
          and  end-users  in  accordance  with  Gateway's  terms and conditions.

     B.   In  addition,  Reseller  shall,  subject  to  Gateway's  prior written
          approval, offer and honour the Merchandising Programs to its customers
          on  Gateway's  terms  and  conditions  determined  by  Gateway  in its
          absolute  discretion.

     C.   In honouring the Merchandising Programs, Reseller shall, at its costs,
          be  responsible  for the administration of the Merchandising Programs.

     D.   10-day  money  back  guarantee  program
          ---------------------------------------

          (i)  In  the event that Reseller is notified of or receives any return
               of  Gateway Products from Reseller's or Gateway's customers under


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               the 10-day money back guarantee program for the reason (and which
               may  not  be  the  only  reason for the return) that such Gateway
               Products  suffer  from technical faults or are deemed as "dead on
               arrival" (collectively referred to as "Faulty Gateway Products"),
               Reseller  (a) shall immediately direct such customers to Gateway;
               and (b) shall not, without the prior written approval of Gateway,
               accept any return of Faulty Gateway Products from such customers.

          (ii) Without  limiting  the generality of the provisions under Section
               2.14(C),  Reseller  shall  be  responsible  for  all  refunds  to
               Reseller's  and  Gateway's  customers  for all returns of Gateway
               Products  for  any  reason whatsoever under the 10-day money back
               guarantee  program, including returns of Faulty Gateway Products.
               Reseller  shall  refund  to  such  customers  the  purchase price
               ("Customer's Purchase Price") that customers paid for the Gateway
               Products  excluding  any  costs  ("Customer's  Costs")  which the
               customer  is  required  to bear in any return of Gateway Products
               under  the  terms  of  the  10-day  money back guarantee program.

          (iii)  Reseller  shall  only  be entitled to receive reimbursements or
               refunds from Gateway for the return of Gateway Products under the
               10-day  money  back  guarantee  program  as  follows:

               (a)  reimbursement  of  the  Customer's  Purchase  Price  of  the
                    Gateway  Products, excluding Customer's Costs, when Reseller
                    honours  the  10-day  money  back  guarantee  in  respect of
                    Gateway  Products that were purchased by Gateway's customers
                    and  end-users  prior  to  the  Effective  Date;  and

               (b)  refund  of  Reseller's  purchase  price  for  Faulty Gateway
                    Products  returned  to  Reseller under the 10-day money back
                    guarantee program with the prior written approval of Gateway
                    under  the  provisions  of  this Section 2.14. Gateway shall
                    provide Reseller with the refund by way of a credit given to
                    Reseller  for  Reseller  to  utilise  against  purchases  of
                    Gateway  Products  under  this  Agreement.


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2.15 Quality  Control.   Reseller shall maintain, throughout the subsistence
     ----------------
     of  this  Agreement,  the  standard  of quality of Reseller's services that
     Reseller  has represented to Gateway. Upon written notice of deficiency, as
     reasonably  determined  solely by Gateway, Reseller shall promptly take the
     necessary  steps  to  ensure  conformance  with  these  quality  assurance
     standards.

2.16 Demonstration  Units.  Except  as otherwise agreed between the parties,
     ---------------------
     Reseller  shall  provide,  at  its  costs,  demonstration  units of Gateway
     Products  for  use  at  its  retail  locations  and  for any other purpose.
     Reseller  shall  purchase  the demonstration units of Gateway Products from
     Gateway  at  COGS, for the demonstration units for use at Reseller's retail
     stores, as determined by Gateway in its sole discretion, that are decorated
     as  Gateway-concept  retail  stores  for  the  purpose  of  selling Gateway
     Products  ("Reseller's  Gateway  Stores").  Gateway and Reseller shall from
     time  to  time  agree  on  the  purchase  price of demonstration units that
     Reseller  shall  purchase  for use at all other retail locations, including
     store-in-store  arrangements,  other than the Reseller's Gateway Stores and
     for  any  other  purpose,  including press evaluation and product promotion
     events.

2.17 Corporate  approval.   Reseller warrants and represents to Gateway that
     --------------------
     it  has  taken  all  requisite  corporate  and  other action to approve the
     execution,  delivery  and  performance  of  this  Agreement.

2.18 Standby  Letter  of  Credit
     ---------------------------

     A.   Reseller  shall  provide  and  at  all  times  maintain an irrevocable
          standby  letter  of  credit payable on demand ("SBLC"), to take effect
          from the Effective Date, from an affiliate of Citicorp or other lender
          ("Bank")  selected  by  Gateway  and on terms, including the aggregate
          amount  payable thereon ("SBLC Amount"), satisfactory to Gateway. Upon
          the  occurrence  of  designated  events,  Gateway shall be entitled to
          require  immediate  payment on first demand on the SBLC upon serving a
          written  notice ("Demand Notice") on the Bank for an amount designated
          by  Gateway  to  be drawn under the SBLC. Gateway shall be entitled to
          serve  the  Demand  Notice on the Bank on the occurrence of any of the
          following  events:

          (i)  Reseller  fails  to pay or perform any obligation owed to Gateway
               when  due  under  this  Agreement;


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          (ii) A  change  of control of the Reseller as provided in Section 11.1
               of  this  Agreement  or  any  other  substantial  change  in  the
               ownership  of  Reseller;

          (iii)  Termination  of  this Agreement for any reason whatsoever while
               amounts  are  owed  to  Gateway;  or

          (iv) Reseller  files  for or has instituted against it any proceedings
               as  to  its  bankruptcy,  insolvency,  reorganization,  judicial
               management, receivership, liquidation or dissolution, or there is
               an  assignment  for  the benefit of creditors or there is granted
               against  Reseller  a  writ  of  seizure  and  sale.

     B.   Upon  the  occurrence  of  any such event as determined by Gateway and
          following  written  notice  to  Reseller, Gateway shall be entitled to
          serve  the  Demand  Notice  on  the  Bank for immediate payment of the
          unpaid  overdue  balance  in  the case of (i) above, and for immediate
          payment of all outstanding obligations to Gateway under this Agreement
          upon  the  happening  of  an  event  described in (ii), (iii), or (iv)
          above.

     C.   During the First Year, the available SBLC Amount shall be US$4 million
          at  all  times  until  November 19, 2001 at which time the SBLC Amount
          shall  be  increased  to  maintain availability of US$5 million at all
          times  during  the  rest of the First Year. During the Second Year and
          any  Renewal  Term,  Gateway  shall  be entitled to determine the SBLC
          Amount  on  a  quarterly  basis  and upon such determination, Reseller
          shall  provide  Gateway  with  an  SBLC  with  the revised SBLC Amount
          determined  by Gateway. Reseller shall not amend the terms of the SBLC
          without  Gateway's  prior  written  approval.

                      SECTION III: OBLIGATIONS OF GATEWAY

3.1  Supply  of  Gateway  Products.  Gateway  shall  endeavor to manufacture,
     -----------------------------
     assemble  and  supply  the  Gateway  Products,  ordered under Section IV to
     Reseller  in  a  timely  manner.  Gateway  shall  keep Reseller informed of
     Gateway  Products  supply  availability.  In  the  event  of a shortfall in
     supply,  Gateway  reserves  the  right to allocate its production among its
     resellers,  customers  and  end-users  as it deems appropriate, in its sole
     discretion,  including  the  right  to make no supply or delayed or partial
     supply  of  Gateway  Products  to  Reseller. Gateway shall not be liable to
     Reseller  in  any  way  for  any  failure  or  delay  in  the supply of any
     quantities  of Gateway Products that may have been agreed upon from time to
     time  with  Reseller.


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3.2  Advertising  and  Marketing  Assistance.
     ---------------------------------------

     A.   Gateway  shall  provide  Reseller  a  reasonable  quantity  of Gateway
          Products  literature  and  promotional  materials.  Reseller  may also
          purchase,  at  its  expense, additional quantities of such promotional
          materials  from Gateway. All such materials supplied to Reseller shall
          be  in  English and Reseller may reproduce and translate the materials
          at  its  sole  expense.  Gateway  shall  have  the right to approve in
          advance all such translated or reproduced materials prior to their use
          with  potential  customers. All copyright and other property rights in
          such  materials  and  as  translated  and  reproduced  shall belong to
          Gateway  and  its  Affiliates.

     B.   Gateway shall respond to Reseller as soon as practicable following the
          submission  by  Reseller  to  Gateway  of  advertising  and  marketing
          programs  for  Gateway's approval under Section 2.3 of this Agreement.

3.3  Market  Development  Fund.
     -------------------------

     A.   Gateway  shall,  subject  to  Section  3.3(B), provide Reseller with a
          rebate  on  advertising  and  marketing  programs  equivalent to a sum
          calculated  at:

          (i)  [redacted] percent of Gateway's revenue per quarter from sales of
               Gateway  Products to Reseller for sale through the Current Retail
               Stores  set  out  in  Exhibit  I and Reseller's retail stores and
               other  store  in  store  arrangements  ("Retail  Channel");  and

          (ii) [redacted] percent of Gateway's revenue per quarter from sales of
               Gateway  Products to Reseller for sale otherwise than through the
               Retail  Channel

          such  revenue  shall  be (1) derived from sales of Gateway Products to
          Reseller  based  on COGS plus Gross Mark-up (as defined in Section 5.5
          and  referred  to  in  Exhibit  A)  and (2) excluded therefrom (a) any
          revenue  lost  from  returns  of  Gateway  Products  for  any  reason
          whatsoever,  (b)  any  credits given to Reseller and (c) any bad debts
          arising  from  the  sale  of  the  Gateway  Products  to  Reseller.


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     B.   Reseller's  entitlement  to  the  rebate  on advertising and marketing
          programs  shall  be  subject  to  the  following  conditions:

          1.   the  rebate  shall  be  granted  quarterly  against  Reseller's
               expenditure in such quarter on advertising and marketing programs
               as  approved  by  Gateway  pursuant  to  Section  2.3(B);

          2.   no  rebate  will  be  granted  if  Reseller  does  not  incur any
               expenditure  for such approved advertising and marketing programs
               in  such  quarter;

          3.   the  rebate  shall  not  exceed  Reseller's  expenditure for such
               approved  advertising  and  marketing programs in the quarter for
               which  the  rebate  is  claimed;

          4.   within  fourteen  (14) days after the last day of the quarter for
               which  the  rebate is claimed, Reseller shall submit to Gateway:-

               i.   a  list  of such approved advertising and marketing programs
                    implemented  in  that  quarter  together  with  evidence
                    satisfactory to Gateway of the actual implementation of such
                    programs  in  the  manner  as  approved  by  Gateway;  and

               ii.  invoices  or  other  documentary  evidence  satisfactory  to
                    Gateway  verifying  the  expenditure  for  such  approved
                    advertising  and  marketing  programs;  and

          5.   the  rebate  shall  be  credited  in  arrears  against Reseller's
               purchases  of  Gateway  Products  in  the  quarter following such
               quarter  for  which  the  rebate  is  claimed.

     C.   Reseller  shall  not be entitled to any rebates that Gateway receives,
          including  rebates  from  original  equipment  manufacturers,  unless
          otherwise  agreed  between  Gateway  and  Reseller.

3.4  Bid  Response  Assistance.  Gateway  shall  promptly  answer  any questions
     -------------------------
     about  Gateway  Products  that Reseller may submit to Gateway in connection
     with  proposed  customer  tenders  or  contemplated  sales.


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3.5  Training  and  Conferences.   Gateway  may  from  time  to  time:
     --------------------------

     A.   undertake  to  sponsor  or conduct training conferences; Gateway shall
          not  charge  any training fees for such conferences but Reseller shall
          be  solely responsible for payment of all of its costs and expenses of
          participation,  including  travel,  food  and  lodging;

     B.   identify  and  recommend third-party training courses that may benefit
          Reseller's  sales and service personnel. Reseller shall be responsible
          for  all  costs  and  expenses  related  to  such  courses;  and

     C.   exercise  its  best  efforts to provide training and related materials
          relating  to the Gateway Products within thirty (30) days prior to the
          release  of  the  Gateway  Products  in  the  Territory.

3.6  Customer  Technical  Support  and  Warranty  Service.   Gateway  shall
     -----------------------------------------------------
     provide,  directly  or  through third party service providers, after-sales:

     A.   technical  and  warranty  support on Gateway's terms and conditions as
          Gateway  may  determine  from  time  to  time;  and

     B.   call center services for technical support for Gateway Products to the
          ultimate  end-users

     Reseller  acknowledges  that  Gateway  has  appointed or will be appointing
     Unisys  (China/Hong  Kong)  Ltd, Unisys Singapore Pte Ltd and Datacom South
     East  Asia  (M)  Sdn.  Bhd.  to provide the mentioned technical support and
     warranty service and agrees that Gateway shall, in its absolute discretion,
     be  entitled to appoint such other third party service providers, either in
     addition  to  or in replacement of the current mentioned service providers,
     to  fulfill  its  obligations  under  this  Section.

              SECTION IV: ORDERING AND DELIVERY OF GATEWAY PRODUCTS

4.1  Long-Term  Forecasts.  Reseller  shall  provide  forecasts  of  expected
     --------------------
     purchases of Gateway Products in the Territory in accordance with Exhibit H
     or  as  reasonably  required  by  Gateway  from  time  to  time.


                                                                              17
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Gateway Confidential

4.2  Ordering  and  Invoicing Process.   Reseller shall place orders for, and
     ---------------------------------
     Gateway shall invoice Reseller for, the Gateway Products in accordance with
     the  ordering  and  invoicing process set out in Exhibit E attached hereto.

4.3  Modifications of Orders.  Once Gateway has accepted Reseller's order for
     -----------------------
     Gateway  Products,  Reseller  may  defer  or  cancel  the  order  only with
     Gateway's approval and in accordance with any conditions or charges imposed
     by  Gateway.

4.4  Delivery  Terms.  Gateway and Reseller shall coordinate to establish the
     ---------------
     most  convenient  arrangements for Reseller to take delivery of the Gateway
     Products  from  Gateway  or  its Affiliates free carrier at Gateway's named
     place  of  collection  in  Malacca  ("free  carrier"  as defined in the ICC
     Incoterms  2000).

4.5  Title  &  Risk  of Loss.  Title to, as well as risk of damage to or loss
     -----------------------
     of,  the  Gateway Products shall pass to Reseller at the time that Reseller
     or  its  carrier  or  freight  forwarder  collects  the Gateway Products at
     Gateway's  named  place  of  collection.

4.6  Inspection.  Reseller  shall inspect all orders of Gateway Products when
     ----------
     taking  delivery  and  inform  Gateway  immediately  of  any missing items.
     Reseller  shall  inform  Gateway  of  any  Gateway  Products  which are not
     functioning  (due  to  manufacturing  fault)  within  fourteen (14) days of
     taking delivery by Reseller. Provided that Reseller has informed Gateway on
     a  timely  basis, Gateway shall, at its cost, provide replacement parts and
     service  such  non-functioning  Gateway  Products to an "as new" condition.

                         SECTION V: PRICES AND PAYMENTS

5.1  Reseller's  Purchase Price.  The prices for Gateway Products offered for
     --------------------------
     purchase  to Reseller shall be the COGS as set forth in the Price List plus
     the  Gross  Mark-up.  If  any taxes, tariffs, fees, custom duties or levies
     whatsoever  (but  excluding  taxes  on Gateway's income) are required to be
     withheld,  collected  or  paid, then Gateway shall add them to the purchase
     price  payable  by  Reseller

5.2  Price  List for Non-hardware Products.   Gateway may, from time to time,
     --------------------------------------
     provide  Reseller  with  a  separate  price list for Gateway's non-hardware


                                                                              18
<PAGE>
Gateway Confidential

     products  (including  but  not  limited  to training, extended warranty and
     service  offerings).

5.3  New  Price Lists.  Gateway may, in its sole discretion, revise the price
     ----------------
     of  any  Gateway Products or replace the Price List with new price lists as
     issued  by Gateway from time to time without liability whatsoever, provided
     that:

     A.   If  the Gateway Products are ready for Reseller's collection, then the
          price  on  the  date of notification for collection shall prevail, and

     B.   If  the Gateway Products are not ready for Resellers' collection, then

          (i)  in  the event of a price reduction, any order accepted by Gateway
               prior  to  the  effective  date  of such price reduction shall be
               invoiced  at  the  new  prices,  and

          (ii) in  the  event of a price increase, any order accepted by Gateway
               prior  to  the  effective  date  of  such price increase shall be
               invoiced  at  the old prices; provided, however, that if Reseller
               requests  taking  delivery  of  Gateway Products more than thirty
               (30)  days  after  the effective date of the price increase, then
               the  new  prices  shall  apply.

5.4  Invoice  and  Payment  Terms.  Gateway will invoice Reseller on or after
     ----------------------------
     the  date of Reseller's collection of the Gateway Products. The invoice may
     be sent by facsimile, and will include all charges, as applicable, relating
     to  Reseller  taking  delivery  from  Gateway's  or  its Affiliates factory
     location  as well as any other charges owed by Reseller. Reseller shall pay
     the  invoice  in  U.S.  dollars or other agreed currency within thirty (30)
     days  of  the  date  of  the  invoice.

5.5  Bids.
     -----

     A.   Reseller  shall  promptly notify and provide details to Gateway of all
          government  project  tenders  or any other project tenders requiring a
          formal  tender,  bid  or  response  ("Bid") for the proposed supply of
          Gateway  Products.  Gateway shall be entitled to reject or approve and
          at  its  sole  discretion  determine  the conditions in respect of the
          submission  of  any  Bid.

     B.   The  parties  agree  that  all  losses and/or profits arising from the


                                                                              19
<PAGE>
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          supply  of  Gateway  Products  pursuant  to any Bids shall be borne or
          shared,  as  the  case  may  be, equally between Gateway and Reseller.

     C.   In the event that Reseller fails, neglects or does not proceed with or
          waives  its right for any reason whatsoever to submit any Bid, Gateway
          or  its Affiliates shall be entitled to do so, either directly or with
          any  other  third  party.

5.6  Sale  of  non-Gateway  products
     -------------------------------

     A.   For  the  first  two  quarters  following the Effective Date, Reseller
          shall pay to Gateway a commission of [redacted] percent ("Commission")
          of  Reseller's  selling  price  from:

          (1)  the sale of non-Gateway products, including computer hardware and
               software;  and

          (2)  the provision of any computer-related services, including but not
               limited  to  networking services but excluding delivery services;

          where  such  products and services are (a) not supplied to Reseller by
          Gateway  and  (b) sold or provided by Reseller whether with or without
          the  Gateway  Products.

     B.   Within fourteen (14) days after the last day of each quarter, Reseller
          shall  submit  to  Gateway  invoices  and  other  documentary evidence
          satisfactory to Gateway verifying the sale of the non-Gateway products
          and  the  provision  of  any computer-related services in such quarter
          together with Reseller's calculation of the Commission payable in that
          quarter  to  Gateway  for  Gateway's  confirmation. Reseller shall pay
          Gateway the Commission in U.S. dollars or other agreed currency within
          fourteen (14) days of Gateway's confirmation of the Commission payable
          for  such  quarter.

     C.   At  least  thirty (30) days' prior to the expiry of the second quarter
          following  the Effective Date, the parties will endeavor to review and
          agree  in  writing to the Commission for the remainder of the Term. In
          the  absence of such agreement, the Commission shall continue to apply
          for  the  remainder  of  the  Term.


                                                                              20
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                        SECTION VI: RETURNED MERCHANDISE

6.1  Returned  Merchandise.  Gateway  shall  not  be  obligated to accept the
     ----------------------
     return  of  any  products  sold  to Reseller, except as expressly permitted
     under  the  Merchandising  Programs or warranty provisions and then only in
     accordance  with  terms  and  procedures  acceptable  to  Gateway.

6.2  No  Money-Back Guarantee.  Notwithstanding any money-back guarantee that
     ------------------------
     Gateway may provide to any of its customers, Reseller shall NOT be entitled
     to  any  type  of money-back guarantee from Gateway save as provided for in
     Section  2.14.

                SECTION VII: ADVERTISING, TRADEMARKS, TRADE NAMES

7.1  Exclusive  Ownership  of  Trademarks  and  Trade  Names.  Reseller
     -------------------------------------------------------
     acknowledges  that  Gateway  and  its Affiliates are the sole and exclusive
     owners  of  the  Trademarks  and  the  right  to  use  of the Trademarks in
     connection with any of the Gateway Products. Reseller acquires no rights to
     the  Trademarks  and  Reseller  hereby assigns and transfers to Gateway all
     rights  (other  than the license rights granted to Reseller herein) that it
     may  acquire  to  the Trademarks, whether by operation of law or otherwise.
     Upon  termination  of  this  Agreement,  all  rights of Reseller to use the
     Trademarks shall terminate immediately except as otherwise provided herein.

7.2  Grant  of  License.  Gateway  hereby  grants  to  Reseller  during  the
     ------------------
     subsistence of this Agreement the Trademark License. Any use by Reseller of
     the  Trademarks  in  the  Territory  shall  be  in  strict  accordance with
     Gateway's  advertising  style  guide  the  terms  of  which  are  hereby
     acknowledged  by Reseller. Gateway shall have all right, title and interest
     to  all  of  the  Reseller's  translation of the Trademarks, except for the
     limited  right  to  use granted to Reseller hereunder. Reseller shall treat
     the  Trademarks  distinctively  (as  to  typography)  and  shall  reproduce
     Gateway's  symbols  (including Gateway's monogram) photographically and not
     artistically.  Reseller shall neither use the names Gateway or Gateway 2000
     or  any  abbreviations thereof in its public title nor permit any customers
     or  third parties to do so. Reseller shall not take any action inconsistent
     with  the  limited  scope  of  the  Trademark  License granted to Reseller.
     Reseller  is  granted  no right to use any other Gateway trademark, service
     mark  or  logo  other  than  what  is  specifically set forth in Exhibit F,


                                                                              21
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     without  Gateway's prior express written permission. Reseller shall not, at
     any time, display Gateway or the Trademarks in a manner that is negative or
     detrimental  to  Gateway.

7.3  Use  of  the  Trademarks.  In  connection  with  Reseller's  use  of the
     ------------------------
     Trademarks  on  Reseller's  web  site,  Reseller  agrees  to  include  the
     appropriate trademark attribution language in reasonably close proximity to
     its  first use of the Trademarks on any screen display, or in a location to
     which  users  are  directed  for  statements  concerning  the  ownership of
     intellectual  property rights of Reseller. In connection with any other use
     of  the  Trademarks,  Reseller  agrees to include the appropriate trademark
     attribution language in all promotional materials, as more specifically set
     forth  in  Exhibit G attached hereto. Reseller may not use or reproduce the
     Trademarks  in  any  manner whatsoever other than as expressly described in
     Exhibit  G,  which  Gateway may modify from time to time. In no event shall
     Reseller  use  the Trademarks to imply or give the impression that Reseller
     is  anything  other  than  an authorized reseller of GatewayTM Products. In
     this  regard,  Reseller  is  only  permitted to use the GATEWAY name and/or
     design  Trademarks  listed in Exhibit F when the term "AUTHORIZED RESELLER"
     is used in connection therewith and only in the manner set forth in Exhibit
     G.

7.4  Inspection  and  Compliance  Checks.  Reseller's  use  of the Trademarks
     -----------------------------------
     shall  be  subject  to Gateway's review and approval. Reseller shall submit
     proposed  uses,  including  in  publications, in advance to Gateway for its
     review  and  approval.  Gateway  reserves the right to withhold or withdraw
     authorization  for use of the Trademarks if Gateway determines, in its sole
     discretion,  that  Reseller  is  not  using  the  Trademarks  in  a  manner
     consistent  with  the  terms  of  this  Agreement. Gateway shall respond to
     Reseller  as  soon  as  practicable following the submission by Reseller to
     Gateway  of  proposed  uses  under  this Section 7.4. Reseller's failure to
     immediately  (a)  cease  using  and  (b)  recall  or  collect,  promotional
     materials,  advertising  or  Gateway  Products  improperly  displaying  the
     Trademarks  within  sixty  (60)  days  of  Gateway's  notice to do so, will
     constitute  a  material  breach of this Agreement and Gateway may terminate
     this  Agreement  for  cause  as  set  forth  herein.

7.5  License  and  Hosting  of  Web  Site.  Gateway hereby grants to Reseller
     -------------------------------------
     during  the  subsistence  of  this  Agreement  a  non-exclusive  and
     non-transferable,  royalty-free  right  and license to use Gateway's domain
     name and web site (as specified in Exhibit J attached hereto) in accordance
     with  the  terms  of  this  Section  VIII  and  Gateway's  web  site access
     guidelines  (as  set  out in Exhibit K attached hereto) for the limited and


                                                                              22
<PAGE>
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     sole  purpose  of  marketing,  sale,  promotion  and service of the Gateway
     Products.  Gateway  shall  host  and  operate the Gateway web site with the
     Reseller  being provided with (i) access, (ii) ability to define and manage
     the contents therein, (iii) electronic data with interfaces and (iv) links,
     all  as  set  out  in  Exhibit  K.  Gateway and Reseller shall agree to, or
     failing  such  agreement,  Gateway shall determine at its sole discretion a
     quarterly  hosting  charge  which will be invoiced to Reseller quarterly in
     arrears.  Reseller  shall  pay the invoice for such hosting charges in U.S.
     dollars  or other agreed currency within thirty (30)days of the date of the
     invoice.

7.6  Use  of  Trademarks  in Domain Names.  Notwithstanding Sections 7.1, 7.2
     -------------------------------------
     and  7.3,  Reseller  is  not  permitted  to  register  a  domain name which
     incorporates  any  of  the Trademarks unless Reseller obtains prior written
     consent from Gateway and only subject to any conditions Gateway may impose.
     If  Reseller's  domain  name  is  approved  by  Gateway under this Section:

     (a)  Reseller's  web  site  shall  be  linked  to, but shall not frame, the
          official  Gateway web site homepage at the uniform resource locator as
          directed  by Gateway, or as directed by Gateway, to the relevant brand
          web  site  homepage;  and
     (b)  Reseller  agrees to comply with Gateway's guidelines as to the content
          and  design  of the link which will appear on Reseller's web site; and
     (c)  Reseller's  web site must not link, frame, or otherwise associate with
          disparaging  sites  or  sites  that  sell  counterfeit  or  deceptive
          products,  or  sites  that  sell  non-genuine  Gateway  products;  and
     (a)  Reseller  may not engage in conduct or activities, and may not use its
          domain  name  or web site, in a manner that is negative or detrimental
          to  any  of  the  Trademarks.

7.7  Ownership of domain names.  All Reseller domain names validly registered
     --------------------------
     under  Section  7.6 that incorporate any of the Trademarks must be owned by
     Gateway  or  its  Affiliate  and  registered  in the name of Gateway or its
     Affiliate  as  Gateway may direct. If Reseller registers a domain name that
     incorporates  any  of  the  Trademarks  in  accordance with this Agreement,
     Reseller  agrees  to register the domain name in the name of Gateway or any
     of  its  Affiliate  as  directed by Gateway. If Reseller registers a domain
     name  that  incorporates  any  of  the  Trademarks  in  violation  of  this
     Agreement,  Reseller  agrees  to  immediately  transfer  the domain name to
     Gateway  or any of its Affiliate as directed by Gateway upon written notice
     from  Gateway.  Upon  termination, expiry or non-renewal of this Agreement,


                                                                              23
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     Reseller  shall  not use and/or register any domain name which incorporates
     or,  in  Gateway's  sole  discretion,  is confusingly similar to any of the
     Trademarks.

7.8  Reseller's  Covenants.  In  addition  and not in derogation of the other
     ----------------------
     provisions  of  this  Agreement, Reseller agrees, during the subsistence of
     this  Agreement  and  after  the  termination  hereof:

     1.   not  to  take any action which will interfere with or prejudice any of
          Gateway's  or  its  Affiliates'  rights  in  and  to  the  Trademarks;
     2.   not to challenge Gateway's or its Affiliates' right, title or interest
          in  and  to  the  Trademarks  or  the  benefits  therefrom;
     3.   not  to  make any claim or take any action adverse to Gateway's or its
          Affiliates'  ownership  of  the  Trademarks;
     4.   not  to  register  or  apply  for  registrations,  anywhere,  for  the
          Trademarks  or  any  other  mark which is similar to the Trademarks or
          which  incorporates  the  Trademarks;
     5.   not  to  use any trademark, trade names, service mark or product name,
          anywhere,  which  is  confusingly  similar  to  the  Trademarks;
     6.   not  to use other trademarks, trade names, service mark, product name,
          slogans  or designs together with the Trademarks or products that bear
          the  Trademarks;
     7.   not  to use the Trademarks in relation to products not manufactured by
          Gateway  or  for  services  related  to  non-Gateway  products;
     8.   that  should  Gateway  request,  Reseller  will  furnish all necessary
          evidence  and  sign  all documents, including assignments, that may be
          necessary  for  Gateway  or  its  Affiliates  to  secure  and maintain
          ownership  in  the  Trademarks;
     9.   not to do or permit to be done any act which would or might jeopardize
          or  invalidate  any  registration  of  the  Trademarks;  and
     10.  to  assist  Gateway, to the extent necessary in the procurement and/or
          expansion of any protection of the Trademarks, including trademark and
          domain name registration, and Reseller agrees to execute all documents
          Gateway  deems  reasonably  necessary  to  procure  such protection in
          Gateway's or its Affiliates name. Gateway shall reimburse Reseller for
          its  reasonable  expenses  in  assisting  Gateway  pursuant  to  the
          provisions  of  this  paragraph.

7.9  Registration.   If  any trademark application, trademark registration or
     -------------
     domain  name  registration,  has  been  filed or obtained in any country by


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     Reseller  which  relates  to any name or mark which, in the sole opinion of
     Gateway, is identical, similar, deceptive or misleading with respect to the
     Trademarks  or  any  other mark, design or trade dress of Gateway, Reseller
     shall  immediately abandon and/or cancel any such application, registration
     or  domain  name  or,  at  Gateway's sole discretion, assign it to Gateway.
     Following notification and request from Gateway, Reseller shall have twenty
     (20)  days  to  execute  and file with the proper authorities all documents
     necessary for the cancellation, transfer and/or assignment of any trademark
     application,  trademark registration or domain name, as Gateway may direct.
     Should Reseller not execute and file the appropriate cancellation, transfer
     and/or  assignment documents within the aforementioned time period, Gateway
     may,  in  its  sole discretion, as hereby expressly authorized by Reseller,
     execute  and file all appropriate documents to effectuate the cancellation,
     transfer  and/or  assignment  of  any  trademark  application,  trademark
     registration  or  domain  name  held  by Reseller. Reseller shall reimburse
     Gateway  for  all the costs and expenses of any opposition, cancellation or
     related  legal proceedings, including legal fees (on a indemnity basis) and
     expenses,  instigated  by  Gateway  or  its  authorized  representative, in
     connection  with  the  cancellation, transfer and/or assignment of any such
     registration,  application  or  domain  name.

7.10 Protection  of  the  Trademarks.  Reseller  agrees to notify Gateway as
     -------------------------------
     soon  as  practicable  but  in  any  event within ten (10) days if Reseller
     becomes  aware  of:

     1.   any  uses  of,  or  any  application or registration for, a trademark,
          service  mark or trade name that is identical to, conflicts with or is
          confusingly  similar  to  the  Trademarks;
     2.   any  acts  of  infringement  or  unfair  competition  involving  the
          Trademarks;  or
     3.   any  allegations  or claims whether or not made in a lawsuit, that the
          use  of  the Trademarks by Gateway or Reseller infringes the trademark
          or  service  mark  or  other  rights  of  any  other  entity.

7.10.1  Gateway  may,  but shall not be required to, take whatever action it, in
     its  sole  discretion, deems necessary or desirable to protect the validity
     and  strength  of  the  Trademarks  at Gateway's sole expense. Reseller, at
     Gateway's  cost, agrees to comply with all reasonable requests from Gateway
     for assistance in connection with any action with respect to the Trademarks
     or  to  renew the registration of the Trademarks, including but not limited


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     to  the furnishing of evidence of use as well as any and all documents that
     may be required by law to either prove the effective use of the Trademarks.

7.10.2 Reseller shall not institute or settle any claims or litigation affecting
     any  rights  in  and  to  the  Trademarks  without  Gateway's prior written
     approval.

7.11 Warranties; Limitation of Liability. Gateway makes no warranties of any
     -----------------------------------
     kind  respecting the Trademarks, including the validity of Gateway's or its
     Affiliates'  rights in the Trademarks in any country, and disclaims any and
     all warranties that might otherwise be implied by applicable law, including
     warranties against infringement of third-party marks and similar rights. In
     no  event  shall  Gateway  be  liable  for  any damages (including, without
     limitation,  economic  loss  or loss of profits, revenue or goodwill or any
     other  commercial  damage) arising from or related to Reseller's use of the
     Trademarks,  even  if  Gateway  has been advised of the possibility of such
     damages.

7.12 Assignability.  The  Trademark  License  contained  therein  shall  be
     --------------
     binding upon the successors and assigns of both parties. Reseller shall not
     assign,  sublicense,  make  available or otherwise transfer or disclose any
     right  to use, develop or otherwise enjoy any of the Trademarks without the
     prior  written  consent  of  Gateway.

7.13 Governmental  Licenses, Permits and Approvals.  Reseller will cooperate
     ---------------------------------------------
     with  Gateway  in  obtaining  and  maintaining  all  licenses,  permits and
     approvals  which  are required by all appropriate governmental authorities,
     with respect to this Agreement and the Trademark License contained therein.
     In  this regard, Reseller, at Gateway's reasonable request and at Gateway's
     cost,  shall  execute  any  documents,  including,  but  not  limited to, a
     trademark  license  agreement, application to register a trademark licensee
     and/or application to register a registered user of a registered trademark,
     as  the  case  may  be,  in  order  to comply with any requirements of such
     governmental  authorities  for  the  registration  or  recording  of  this
     Agreement or the Trademark License contained therein. The recording of such
     documents  shall  only  be  conducted  by  Gateway.

                       SECTION VIII: PATENTS & COPYRIGHTS

8.1  Indemnity.  In  respect  of  any action brought against Reseller that is
     ---------
     based  on  a  claim  that  Gateway Products infringe any duly-issued patent


                                                                              26
<PAGE>
     right  or  copyright, Gateway's only liability to Reseller shall be limited
     at  Gateway's  option,  to  any  one  of  the  following:

     A.   procuring  for  Reseller the right to use such Gateway Product free of
          any  infringement  liability;

     B.   replacing  such  Gateway Products with a non-infringing substitute; or

     C.   accepting  Reseller's  return  of  the  infringing Gateway Products in
          exchange  for  a  refund  of  the  purchase  price  paid to Gateway by
          Reseller,  as  prorated  at Gateway's discretion for the period of use
          since  taking  delivery  by  Reseller.

8.2  Scope.  Gateway's  liability  under  Section  8.1  arises  only  if:
     ------

     A.   Reseller  promptly  notifies  Gateway  of  the  claim;

     B.   Reseller  furnishes  Gateway  all  documents  relating  to  the claim;

     C.   Reseller  gives  Gateway  authority,  information  and  assistance (at
          Gateway's  expense)  necessary  to  defend  or  settle  the claim; and

     D.   the  infringement  does  not  arise  out  of

          (i)  unauthorized  use  of  Gateway  Products;

          (ii) post-delivery  modifications  to  Gateway  Products  are  not  in
               accordance  with  Gateway's  terms  and  conditions  or  using
               non-Gateway  supplied  hardware,  programs  or  data;

          (iii)  the  combination,  operation  or  use  of Gateway Products with
               non-Gateway  supplied  hardware, programs, data or specifications
               if  a  different  combination  would  avoid  the infringement; or

          (iv) specifications  furnished  by  Reseller.

     SECTION  8.1  IS  GATEWAY'S  SOLE  LIABILITY AND RESELLER'S SOLE REMEDY FOR
     INFRINGEMENT  OF  PATENTS  OR  COPYRIGHTS.


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8.3  Reseller's  Specifications.  Notwithstanding  the provisions in Sections
     ---------------------------
     8.1  and  8.2, to the extent that Gateway manufactures the Gateway Products
     to  specifications  of  Reseller  that  require Gateway to provide hardware
     and/or  software  not  within  Gateway's  standard specifications, Reseller
     shall  indemnify  Gateway  against  any  liability  for patent or copyright
     infringement.

                              SECTION IX: SOFTWARE

9.1  Software.  Gateway  Products  include  Programs  that  are  proprietary
     --------
     software  of  Gateway  and its Affiliates or are licensed by Gateway or its
     Affiliates  from  third-party  licensors  of  the  Programs. Gateway or its
     Affiliates  have  the  right  to  permit  it  to  market and distribute the
     Programs  as  components  of  Gateway  Products  and  to  grant  the rights
     hereunder  with respect to the Programs. Title to the Programs shall at all
     times remain with Gateway and/or its Affiliates and/or the licensors of the
     Programs,  and  Reseller  has no rights to transfer the Programs, except as
     set  forth  herein. In particular, Reseller shall strictly abide by any and
     all requirements imposed by licensors of the Programs, as such requirements
     have  been  conveyed  to  Reseller.

9.2  Distribution Rights.  Gateway hereby grants to Reseller a non-exclusive,
     -------------------
     non-transferable  right  to  distribute  copies  of  the  Programs  only as
     components  of Gateway Products within the Territory during the subsistence
     of  this  Agreement. "Distribute" as used in this Section IX shall mean the
     right  of  Reseller  to  transfer  to  end-users the copies of the Programs
     obtained  pursuant  to this Agreement. This grant of distribution rights is
     subject  to  the terms and conditions of this Section IX, including the use
     license  described  in  Section  9.3  and  the  following:

     A.   Reseller  shall  not  copy,  reproduce,  modify,  reverse  engineer,
          disassemble,  or  de-compile  the  Programs  or  any materials related
          thereto  in  any  way.  Reseller  shall promptly notify Gateway of any
          unauthorized  use  or copying of the Programs by any person or entity.
          Reseller  agrees  to  take, at its own expense but at Gateway's option
          and  under Gateway's control and direction, legal action to prevent or
          stop  the unauthorized use or copying of the Programs by any person or
          entity  who  or  which  has  obtained the Programs due, in substantial
          part,  to  Reseller's  fault  or  negligence.


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     B.   Reseller  shall not transfer the Programs except as expressly provided
          herein  or  in  any  of  the  Program's  end-user pre-packaged license
          agreement.  Reseller shall sell or lease the Gateway Products with the
          Program  packages  as  integral parts thereof. Reseller shall not open
          the  Program  packages  or the end-user license agreement packets, and
          shall  not separate such Program packages (including documentation and
          end-user license agreement) from the Gateway Products. Reseller has no
          right  to,  and  shall  not,  unbundle,  sub-license,  rent,  sell  or
          otherwise transfer any Program separate from the Gateway Products with
          which  Reseller  received  the  Program.

     C.   If  Reseller uses any Program for demonstration purposes, it shall not
          copy,  reproduce or transfer such Program and shall abide by the terms
          of  the  end-user  pre-packaged  license  agreement  contained  in the
          Program  package.

     D.   Reseller  shall agree to and abide by all terms and conditions imposed
          by the licensor of the Programs (whether it be Gateway, its Affiliates
          or  third  party  software  vendors).

     E.   For  each  Gateway Product that includes one or more Programs licensed
          by  Microsoft  Corporation  or  any  affiliate  thereof  (a "Microsoft
          Program"),  Reseller shall deliver to its end users the Certificate of
          Authenticity,  end-user  manuals,  recovery  media and other materials
          related  to  such  Microsoft  Programs.  Reseller  shall  deliver such
          materials in the packaging for the Gateway Product. Reseller shall not
          quote  a  separate price for any Microsoft Program provided by Gateway
          as  a  component  of  a  Gateway  Product.

     F.   Reseller  shall  provide  to  purchasers prior to purchase a clear and
          conspicuous  notice  of  any  Program  restrictions or use limitations
          identified  to  Reseller  by  Gateway,  its  Affiliates or third party
          software  licensors.

     G.   Reseller  shall  institute  reasonable  procedures  to ensure that its
          employees,  sub-distributors,  resellers  or  agents  comply  with the
          obligations  set  forth  in  this  Section  IX.

     H.   Reseller's  rights  under  this  Section  IX,  including its rights to
          distribute  and  to  pass  on  to  end-users  licenses  to  use,  will


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          automatically and immediately terminate upon the expiry or termination
          of  this  Agreement  in accordance with the termination provisions set
          forth  in  Section  XI.

9.3  Use  License.  Reseller  shall  pass  on  to  end-users  of each Gateway
     ------------
     Product  a  license to use the Programs. The use license to be passed on to
     Reseller's end-users shall be a "break-the-seal" end-user license agreement
     contained  in  the  Programs' packages. In addition, in all cases where the
     Programs  have  been  pre-loaded  on  the  Gateway  Products,  the  package
     containing  the  keyboard  shall  bear  a  notice  to the end-user that the
     Programs  have  been  pre-loaded  and  that  by  switching  on  the Gateway
     Products,  the  end-user  accepts  the terms and conditions of the end-user
     license  agreement included in the package containing the Gateway Products.
     Reseller  shall  be  responsible  for  ensuring that its end-users agree to
     abide  by  the  terms  of  the end-user licenses contained in the Programs'
     packages.

9.4  Effect of Reseller's Contracts.  Neither Gateway nor Gateway's licensors
     ------------------------------
     of the Programs shall assume or become bound to perform any warranty (other
     than  the  Gateway  Warranty),  support  obligations  or  other contractual
     obligation  of  Reseller  to  any  customers  of  Reseller.

9.5  Compliance  with  Import Regulations. Reseller agrees to comply with any
     ------------------------------------
     import  regulations and registration requirements in the Territory, as well
     as  any  applicable  United  States  regulations,  licensing  or  other
     requirements,  with  respect  to  the  Programs.

9.6  Disclaimer  of  Warranties  and Limitation of Liability.  EXCEPT FOR THE
     -------------------------------------------------------
     EXPRESS  WARRANTIES  STATED  IN  THIS  AGREEMENT  OR  IN  ANY  END  USERS
     PRE-PACKAGED  LICENSE  AGREEMENT  WHICH  IS  A  COMPONENT  OF  THE  GATEWAY
     PRODUCTS,  GATEWAY  (ON  ITS  BEHALF  AND ON BEHALF OF THE LICENSORS OF THE
     PROGRAMS)  DISCLAIMS  ALL  OTHER  REPRESENTATIONS  AND  WARRANTIES, WHETHER
     EXPRESS  OR  IMPLIED,  WITH  REGARD  TO THE PROGRAMS, INCLUDING ALL IMPLIED
     CONDITIONS  OR  WARRANTIES  OF  SATISFACTORY  QUALITY  AND  FITNESS  FOR  A
     PARTICULAR  PURPOSE  WITH  RESPECT  TO  DEFECTS  IN  THE  DISKETTE OR OTHER
     PHYSICAL  MEDIA  AND  DOCUMENTATION,  OPERATION  OF  THE  PROGRAMS  AND ANY
     PARTICULAR  APPLICATION  OR USE OF THE PROGRAMS, AND ANY IMPLIED WARRANTIES
     OF TITLE OR NON-INFRINGEMENT. IN NO WAY SHALL GATEWAY (OR ITS LICENSORS) BE
     LIABLE  FOR ANY LOSS OF PROFIT, REVENUE OR GOODWILL OR ANY OTHER COMMERCIAL
     DAMAGE,  INCLUDING  BUT  NOT  LIMITED  TO  SPECIAL,  INDIRECT,  INCIDENTAL,
     CONSEQUENTIAL,  PUNITIVE,  OR  OTHER  DAMAGES.


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                                SECTION X: TERM

10.1 Term.  This  Agreement  shall  be  deemed  to have  come  into force on the
     -----
     Effective  Date  and  shall  subsist for an initial period of two (2) years
     ("Term")  subject  to  earlier  termination  in  accordance  with the terms
     hereof.

10.2 Renewals.
     ---------

     A.   This  Agreement  may be renewed for successive periods of one (1) year
          or  such  period  as  the  parties  may  agree  ("Renewal  Term").

     B.   If  the  parties  intimate  an  intention to renew this Agreement, the
          parties  shall,  by  the  expiry of the Term, sign a written agreement
          confirming  renewal  and  the  terms  thereof,  including  the Minimum
          Purchase  Quantity for the Renewal Term based on the parties' forecast
          of  purchase  for  the  Renewal  Term.

                            SECTION XI: TERMINATION

11.1 Termination  For  Cause.  Notwithstanding  the  provisions  in  Section 10,
     -----------------------
     this Agreement may be terminated for cause as follows:

     A.   By  either  party  upon  thirty (30) days' written notice to the other
          party  if  the  other party commits a material breach of the Agreement
          and fails to cure the breach within the thirty (30) day period. By way
          of  example,  but not limitation, material breaches include violations
          described  in  Sections 1.3, 2.3, 2.5, 5.4, 5.6, 7.4, 7.5, 7.8 and IX.

     B.   Automatically  if  Reseller files for or has instituted against it any
          proceedings as to its bankruptcy, insolvency, reorganization, judicial
          management,  receivership,  liquidation  or dissolution or there is an
          assignment  for  the  benefit of creditors or there is granted against
          the  Reseller  a  writ  of  seizure  and  sale.

     C.   By Gateway upon thirty (30) days written notice if (i) commencing from
          January  1, 2002, Reseller fails to meet the Minimum Purchase Quantity
          for  any three (3) consecutive quarters during the Term; (ii) Reseller
          fails  to meet the Minimum Purchase Quantity for any of the First Year
          or  Second  Year; (iii) Reseller fails to comply with the Notification


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          pursuant  to  Section  2.7(B),  subject  to  the  proviso set forth in
          Section  2.7(B);  (iv) Reseller becomes generally ineligible to obtain
          or  receive approval for any license or export/import documents as are
          necessary  to  buy and resell Gateway Products; (v) Reseller registers
          or  attempts to register this Agreement with any government conferring
          upon  Reseller  any exclusivity whatsoever; (vi) Reseller assigns this
          Agreement  to  any  other  party  without the prior written consent of
          Gateway;  (vii) if control of Reseller is transferred to any person(s)
          other  than  such  person(s)  who  are  in  control of Reseller on the
          Effective  Date (other than as permitted under Section 19.5(B) of this
          Agreement);  (viii)  if  there  is any other substantial change in the
          ownership  of  Reseller;  or (ix) Reseller notifies Gateway of a legal
          impediment  under  Section  XVIII.

11.2 Effect  of  Termination.
     -----------------------

     A.   Upon  termination  of this Agreement, Gateway may, at its sole option,
          determine  not  to  supply  Gateway  Products  pursuant  to any or all
          unfulfilled  orders.  Upon  termination  for cause pursuant to Section
          11.1, Gateway reserves the right, at its option, to repurchase, at the
          prices  in  the Price List, any unsold new and unused Gateway Products
          from  Reseller.  Reseller  shall cooperate in such repurchase and bear
          any  transportation  and  related  charges.

     B.   Upon  termination  of  this  Agreement, Reseller shall (i) discontinue
          immediately  all  marketing,  promotion,  advertising  or reference to
          Gateway  Products and Reseller shall have no further rights to the use
          of  Gateway's  marketing,  promotion or advertising materials or other
          resources,  or  the  Trademarks  and  (ii)  cease  using,  directly or
          indirectly, any of the Trademarks and not use any other marks that may
          resemble  the  Trademarks  or are likely to cause confusion or mislead
          consumers.  Any  failure  of Reseller to abide by this provision shall
          entitle  Gateway  to  bring  appropriate  legal  action,  including
          injunctive  action,  and  Reseller shall be responsible for all costs,
          legal  fees  (on  an indemnity basis) and expenses, and other expenses
          incurred  by  Gateway to cause Reseller to comply with this obligation
          and  the  obligations  in  Sections  VII  and  XI.


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     C.   Upon termination of this Agreement, Gateway shall be wholly discharged
          and  released  of  any  and  all  obligations  or liability under this
          Agreement,  except  as  expressly  accepted by Gateway (i) relating to
          unfulfilled  orders  and  notified  to  Reseller  in writing after the
          termination  and (ii) under Section 2.11. Neither Gateway nor Reseller
          shall  be  liable  to  the other, solely because of the termination of
          this Agreement, for compensation, reimbursement, or damages due to the
          loss  of  prospective  profits  or  anticipated  sales,  or  due  to
          expenditures,  investment,  leases,  or commitments in connection with
          the  business  or  goodwill  of  Gateway or Reseller, or for any other
          reason  whatsoever  except  otherwise  provided  in  this  Agreement.
          Reseller  shall remain liable, however, for any obligations for unpaid
          balances  for  Gateway  Products  and  for damages arising directly or
          indirectly  from  any  breach  of  this  Agreement.

     D.   The  provisions  of  Sections  2.6(B),  2.6(C),  7.1,  7.8, 7.9, 7.10,
          7.10.1,  7.10.2, 7.11, 7.12, 7.13, 9.5, 9.6, 11.3, XII, XIII, XIV, XV,
          XVIII,  19.1,  19.2,  19.3,  19.4,  19.6  and  19.7  shall survive any
          termination  or  expiration  of  this  Agreement.

                          SECTION XII: CONFIDENTIALITY

12.1 Confidential  Information.  In  negotiating  and  implementing  this
     -------------------------
     Agreement,  each party ("Disclosing Party") may transmit to the other party
     ("Receiving  Party")  certain  proprietary  and  confidential  information
     regarding  Gateway  Products,  maintenance services, marketing strategy and
     industry analysis. Receiving Party agrees that, for the subsistence of this
     Agreement  and  a period of three (3) years after expiration or termination
     of  this  Agreement, it shall not disclose any information it receives from
     Disclosing  Party that is marked either CONFIDENTIAL, PROPRIETARY, STRICTLY
     PRIVATE,  or  INTERNAL  DATA  or  any of Disclosing Party's oral and visual
     presentations  describing  Gateway  Products and plans, any business and/or
     product  plans that are undergoing development, and any inspections thereof
     by  Receiving  Party  or  its  personnel  (collectively  "Confidential
     Information")  to any other third party, person, corporation or entity; nor
     shall  Receiving  Party  use  Confidential Information for its own benefit,
     except  as  provided  herein.  Any  reliance  on  Confidential  Information
     disclosed  hereunder is at Receiving Party's own risk. Nothing contained in
     this  Section  XII  shall grant or imply any rights by license, estoppel or
     otherwise.  Confidential  Information  as  used  herein  does  not  include
     information  which:  (i)  is  in  the  public  domain  at  the  time of its
     disclosure  or  which  enters  the  public  domain  at  any time after such


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     disclosure through no fault of Receiving Party, (ii) is generally disclosed
     to  third  parties  by  Disclosing  Party  without  restriction,  (iii)  is
     communicated  to  Receiving  Party by a third party having a right to do so
     without  restriction  on  nondisclosure, or (iv) is approved for release by
     written  authorization  of  Disclosing  Party.

12.2 Future  Plans.  Each  of Gateway  and  Reseller  makes no commitment  about
     --------------
     its  future  products  or  plans regardless of whether such information has
     been  communicated  to the other. Each of Gateway and Reseller reserves the
     right  to  cancel  or  alter  the  development of any such plans and/or the
     marketing  of  such  product(s)  at  any  time.

12.3 Reseller's  Undertakings.
     -------------------------

     A.   Receiving  Party agrees not to disclose Confidential Information given
          to  it by Disclosing Party to any of its officers, employees or agents
          or  any third party except as necessary for Receiving Party to perform
          its  obligation  under  this  Agreement  and  only  if Receiving Party
          procures  similar  undertakings  of  non-disclosure  of  Confidential
          Information  from  such  persons  or  parties.

     B.   Receiving  Party  shall  exercise the same degree of care to safeguard
          the  confidentiality  of  such  Confidential  Information  as it would
          exercise  in protecting the confidentiality or similar property of its
          own  (but  in  no  event  less  than  is  standard  in  the industry).

     C.   Receiving  Party  agrees  to  use  its  diligent  efforts  to  prevent
          inadvertent  or  unauthorized disclosure, publication or dissemination
          of any Confidential Information. Without prejudice to its rights under
          this  Agreement  and  at  law  and  in  equity,  Receiving Party shall
          promptly  notify  Disclosing  Party  of  any  actual  or  suspected
          unauthorized  use  or  disclosure of Confidential Information and will
          cooperate  with  Disclosing Party in the investigation and prosecution
          of  such  unauthorized  use,  disclosure  or  infringement.

12.4 Injunction  and other relief.  Reseller  agrees  that if it  breaches these
     -----------------------------
     non-disclosure  covenants,  Gateway may suffer irreparable injury and shall
     be  entitled immediately to a temporary or permanent injunction in addition
     to  the  other  remedies  against  the  Reseller  for  such  breach  of the
     covenants.

12.5 Public  Release  of  Information.   Each  party  shall  obtain  the  prior
     ---------------------------------
     written  approval of the other regarding the content and timing of all news


                                                                              34
<PAGE>
Gateway Confidential

     releases  and  promotional material mentioning this Agreement or the rights
     or  obligations  created thereby. Each party agrees to supply such material
     to  the  other  reasonably  in  advance  of  the  intended  release  date.

                          SECTION XIII: EXPORT CONTROLS

13.1 Laws  of  the  United  States and the Territory.  Reseller agrees to comply
     -----------------------------------------------
     with  export  laws and regulations of the Governments of the United States,
     the country where the Gateway Products are manufactured (Ireland, Malaysia,
     or  other  location,  as  applicable)  and  the Territory that may apply to
     Gateway  Products,  and  to  obtain  any  licenses  required  for export or
     re-export.

13.2 Products of U.S.-Origin Technical Data.  Reseller  may  only  sell  Gateway
     --------------------------------------
     Products within the Territory. Reseller agrees not to re-export any Gateway
     Products,  including Programs, or any direct products thereof without first
     obtaining  Gateway's  approval and, if required, the permission of the U.S.
     Departments  of  Commerce or State, either in writing or as provided by any
     applicable  regulation.  This  requirement shall survive the termination or
     expiration  of  this  Agreement.  Reseller  further  agrees not to transact
     business  with  any  person  or  firm identified by the U.S. Departments of
     Commerce or Treasury as being denied the right to receive any U.S. product.

          SECTION XIV: LIMITATION OF LIABILITY AND REMEDIES; INDEMNITY

14.1 Liability  for  Termination.  Each  party  acknowledges  that  it  has
     ---------------------------
     considered  all  costs  and expenses necessary in preparing to perform this
     Agreement  as  well  as  the  possible  losses  and  damage  incident  to
     termination.  Neither  party shall be liable to the other, by reason of the
     termination  of  this  Agreement,  for incidental, indirect, consequential,
     punitive,  or  special  damages, or for indemnity, compensation in any form
     (except  for  Gateway  Products  ordered  and  supplied),  reimbursement or
     damages  due  to  the  loss  of prospective profits or anticipated sales or
     revenue  or  due  to  expenditures,  investment,  leases, or commitments in
     connection  with  its  business  or  goodwill.

14.2 Limitation  of  Liability;  Sole Remedy.  Except as provided in Section
     ---------------------------------------
     2.11(A),  in which case no limitation on liability shall be applicable, any
     liability of Gateway under this Agreement is expressly limited to the price
     paid by Reseller for the Gateway Products that are the subject of a dispute


                                                                              35
<PAGE>
Gateway Confidential

     or  controversy.  Except  as otherwise provided in Section VIII, Reseller's
     sole  remedy  against Gateway in any dispute or controversy concerning this
     Agreement  shall  be  to  seek  recovery  of the foregoing amount, upon the
     payment  of  which  Gateway  shall  be  released from and discharged of all
     further  obligations  and  liability  to Reseller. IN NO EVENT SHALL EITHER
     PARTY  BE  LIABLE  TO  THE  OTHER  FOR  SPECIAL,  EXEMPLARY, CONSEQUENTIAL,
     INCIDENTAL  OR  INDIRECT  DAMAGES,  INCLUDING,  BUT NOT LIMITED TO, LOSS OF
     ANTICIPATED  PROFITS  OR  ECONOMIC  LOSS,  EVEN IF THE OTHER PARTY HAS BEEN
     ADVISED  OF  THE  POSSIBILITY  OF  SUCH  LOSS  OR  DAMAGE.

14.3 Indemnity.  Notwithstanding  the  provisions in Sections 14.1 and 14.2,
     ---------
     Reseller  agrees  to  indemnify and hold harmless Gateway as to and against
     any  and all demands, claims, actions or causes of action, losses, damages,
     liabilities,  costs and expenses, including, without limitation, judgments,
     interest, penalties, settlement amounts, court costs and legal costs (on an
     indemnity  basis)  and expenses, asserted against, imposed upon or incurred
     by  Gateway arising out of or relating to (i) any misrepresentation, or any
     breach  of warranty or covenant, or any term of this Agreement by Reseller,
     and  (ii)  any actual or alleged act or omission of Reseller related to its
     performance  of  its  obligations  hereunder.

                   SECTION XV: WARRANTIES AND REPRESENTATIONS

15.1 Warranties.  The Products are covered under the warranties in effect at
     ----------
     the  time  the  Products  are  delivered and shall be provided at the time.
     Gateway  reserves  the right to modify its warranties from time to time, in
     Gateway's sole discretion. Gateway will provide warranty support on Gateway
     Products  to  Reseller's  customers  in  accordance with Gateway's standard
     warranty  and support policies, subject to the terms and conditions of this
     Agreement.  The  warranty  period  of  the  Gateway Products commences upon
     Reseller's  customers  taking  delivery of the Gateway Products, and is not
     extended  as  a  result  of  purchasing  any  additional parts or products.
     Reseller must, and Reseller shall procure its customers to, promptly notify
     Gateway  if  there  is  a  defect in material or workmanship or if Reseller
     makes  any  additions or changes to Gateway Products. Written notice of any
     warranty  claim  must  be  received  by  Gateway  before  expiration of the
     warranty  period.  The Gateway Warranty is not transferable except with the
     prior  written  consent  of  Gateway  at  its  sole  discretion.


                                                                              36
<PAGE>
Gateway Confidential

15.2 DISCLAIMER.  THE  WARRANTIES  CONTAINED  IN  THIS  AGREEMENT  ARE  THE ONLY
     ----------
     WARRANTIES  APPLICABLE  TO  THE  PRODUCTS.  ALL  OTHER WARRANTIES, EXPRESS,
     IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
     OF  SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER
     CONDITION  OR  WARRANTY  OBLIGATION ON THE PART OF GATEWAY OR ITS LICENSORS
     ARE  HEREBY EXPRESSLY DISCLAIMED. NO ORAL OR WRITTEN INFORMATION, OR ADVICE
     GIVEN BY GATEWAY, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY
     WAY  CHANGE  OR  INCREASE  THE  SCOPE  OF  THE WARRANTIES CONTAINED IN THIS
     AGREEMENT.  UNDER NO CIRCUMSTANCES SHALL GATEWAY OR ITS SUPPLIERS/LICENSORS
     BE  LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON
     BREACH  OF  WARRANTY,  BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR
     ANY  OTHER LEGAL THEORY. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS
     OF  PROFITS,  LOSS  OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE PRODUCT OR
     ANY  ASSOCIATED  EQUIPMENT,  COST  OF  CAPITAL,  COST  OF  SUBSTITUTE  OR
     REPLACEMENT  EQUIPMENT,  FACILITIES OR SERVICES, DOWN TIME, CLAIMS OF THIRD
     PARTIES  AND  INJURY  TO  PROPERTY.

15.4 Sole  Remedy.  Reseller's  sole remedy  and  Gateway's  liability,  whether
     ------------
     with  respect  to  this  warranty or otherwise, are limited as set forth in
     Sections  IX  and  XIV.

15.5 End-User  Warranty.  Reseller  shall  be  obligated  to  provide to its
     ------------------
     customers  of Gateway Products only the Gateway Warranty the scope of which
     shall be consistent with Gateway's limited warranty with respect to various
     types  of Gateway Products. Gateway's warranty policies and Gateway Product
     warranties  will  be  provided  to  Reseller's  customers  with the Gateway
     Products.

15.6 No Representations.  In  providing  warranties  to third-parties  including
     ------------------
     end-users,  Reseller shall make no representation, guarantee or warranty on
     behalf of Gateway or its licensors to any third party, including end-users.
     Any  warranty (and warranty service) to third parties, including end-users,
     shall  be  the  responsibility  of  Gateway.  Neither Gateway nor Gateway's
     licensors  shall  assume  or  become bound to perform any warranty, support
     obligations  or  other contractual obligation undertaken by Reseller to any
     of  its  customers.


                                                                              37
<PAGE>
Gateway Confidential

                        SECTION XVI: BUSINESS STANDARDS

16.1 Conflicts  of  Interest.  Reseller  warrants  and  represents  that  it has
     -----------------------
     revealed  all  information  pertaining  to  possible  conflicts of interest
     created  by  sale  of  competing products or services or arising from other
     positions or contracts held by Reseller and further warrants and represents
     that no conflict of interest exists. Reseller shall disclose to Gateway any
     future  circumstances  which could create possible conflicts of interest as
     soon  as  they  become  known  by  it. Reseller shall inform Gateway of any
     business  relationship,  circumstance or situation which could prejudice in
     any  way  the  conduct  of  Gateway  marketing  activities according to the
     highest  ethical and business standards or place Reseller or Gateway in any
     disreputable  or  embarrassing  situation.

16.2 Ethical  Standards.  Directors,  officers  or  employees of Reseller  shall
     ------------------
     not,  directly  or  indirectly,  offer,  promise or pay any bribes or other
     improper  payments  for  the purposes of promoting Gateway Product sales to
     any  individual,  corporation,  government  official  or  agency,  or other
     entity.  No  gift, benefit or contribution in any way related to Gateway or
     the sale of Gateway Products shall be made to political or public officials
     or  candidates  for public office or to political organizations, regardless
     of  whether  such  contributions  are  permitted  by  local  laws.

                          SECTION XVII: FORCE MAJEURE

17.1 Force  Majeure  Events.  Should  Gateway  or  Reseller  be  delayed  or
     ----------------------
     rendered  unable to perform its obligations, wholly or in part, by an event
     of  force  majeure,  it shall give the other party notice of such event and
     performance shall be suspended while the effects of the force majeure event
     are  continuing.  The party claiming force majeure shall diligently seek to
     overcome such event of force majeure. Neither Gateway nor Reseller shall be
     responsible  for  any  delay or failure to perform due to an event of force
     majeure.  Events of force majeure shall include (a) Fire, explosion, frost,
     earthquake,  storm,  lightning,  tide,  tidal wave, floods or perils of the
     sea,  or  acts  of  God;  (b) War, revolution, acts of public enemies or of
     belligerence,  sabotage, blockade or transportation embargoes, insurrection
     or  riot;  (c)  Labor  disputes,  strikes,  labor  shortages or other labor
     problems  (other  than at Gateway, where Gateway is claiming force majeure,
     or  at  Reseller,  where  Reseller  is claiming force majeure) or Gateway's
     major suppliers of parts and components and sub-assemblies; (d) Shortage of


                                                                              38
<PAGE>
Gateway Confidential

     or  an inability of Gateway or Gateway's suppliers to obtain raw materials,
     production  equipment  and machinery, sub-assemblies, parts and components;
     (e)  Expropriation,  requisition,  confiscation,  interference  by  or
     restrictions  or  onerous  regulation  imposed  by  civil  or  military
     authorities;  (f)  Other  acts  of  government  or  agencies of government,
     including  denials  or onerous restrictions on export licenses or re-export
     authorizations;  and  (g)  Other  causes or events, similar to those above,
     beyond  Gateway's  control.  Reseller acknowledges and understands that the
     computer  industry,  including  Gateway  and  its  suppliers, is subject to
     frequent  changes  or  enhancements  in  products and their sub-assemblies,
     parts  and components. Reseller acknowledges that Gateway shall be entitled
     to  claim  force  majeure  as  a  result of any such change, enhancement or
     similar  occurrence,  whether  it  affects  Gateway  directly or indirectly
     through  its  supplier(s).

                  SECTION XVIII: GOVERNMENT APPROVALS AND OTHER
                               LEGAL RESTRICTIONS

18.1 Governmental  Approvals.  Reseller  shall be  responsible  for  any and all
     -----------------------
     regulatory  requirements  permitting  it  to act as a vendor or reseller of
     Gateway  Products  Reseller  represents  and  warrants  that  it  has fully
     informed  Gateway  in writing of any provisions of the law of the Territory
     that  would  render  any  rights  provided  to Gateway under this Agreement
     invalid  or  unenforceable,  render any limitations of liability under this
     Agreement  ineffective,  treat  Reseller as an agent or employee of Gateway
     and  not  as an independent contractor, grant Reseller any exclusive rights
     not  granted  by  this  Agreement, make the choice of law in this Agreement
     ineffective,  or  otherwise  be  inconsistent with any of the terms of this
     Agreement,  and  that  no  such  legal  impediment exists. Reseller further
     agrees  that  it  shall notify Gateway of any such legal impediment, if any
     arises,  not  previously  disclosed to Gateway. Upon any such notification,
     this  Agreement  may  be  terminated  by  Gateway pursuant to Section 11.1.
     Failure  of Reseller to provide any such notice shall constitute a material
     breach  of  this  Agreement  entitling  Gateway to terminate this Agreement
     pursuant  to  Section  11.1(A).

                         SECTION XIX: GENERAL PROVISIONS

19.1 Relationship of Parties.  The  relationship  between  Gateway  and Reseller
     -----------------------
     under  this Agreement is that of seller and buyer with the right to resell.
     The  parties affirm that this Agreement is an arms-length relationship, and
     nothing  herein  creates a partnership, joint venture or any form of profit


                                                                              39
<PAGE>
Gateway Confidential

     or  loss  sharing.  Reseller  is  not  entitled to receive commissions from
     Gateway,  but  is  authorized  to  resell Gateway Products in its own name.
     Reseller  is  an  INDEPENDENT  CONTRACTOR  and is in no way Gateway's legal
     representative,  or  agent.  Reseller,  its  sub-distributors,  resellers,
     agents,  employees,  and dealers, under no circumstances shall be deemed to
     be  agents  or  representatives  of  Gateway,  nor  shall  Reseller,  its
     sub-distributors, resellers, agents, employees, and dealers, have the right
     to enter into any contracts or commitments in the name of Gateway, make any
     representations  on  behalf  of  Gateway  or  Gateway  Products  (except as
     specifically  authorized)  or otherwise to bind or commit Gateway. Reseller
     has  no  authority  to assume or create any obligation on Gateway's behalf,
     express  or  implied,  with  respect  to  Gateway  Products  or  otherwise.

19.2 Governing  Language.  This  Agreement  is in  the  English  language  only,
     -------------------
     which shall be controlling in all respects. No translation, if any, of this
     Agreement  into  any  other language shall be of any force or effect in the
     interpretation  of  this  Agreement  or in a determination of the intent of
     either  party  hereto.

19.3 Severability.  If  any  provision  of  this  Agreement  shall  be  declared
     ------------
     void, invalid, or illegal, the validity or legality of any other provisions
     and  of  the  entire  Agreement shall not be affected thereby. However, the
     parties  agree  that if any such provision shall be declared void, invalid,
     or  illegal, the parties will, in good faith, negotiate mutually acceptable
     substitute  provisions.

19.4 Notices.  Any notice, request, consent  and  other  communication  required
     -------
     or  permitted  under this Agreement shall be in writing and shall be deemed
     to  have  been  duly  given  (a)  when  received if personally delivered or
     delivered  by hand, (b) within five (5) days after being sent by registered
     mail, return receipt requested, postage prepaid, to the parties (and to the
     persons  to  whom  copies shall be sent), (c) when a confirmation of proper
     transmission  has  been  printed  if  sent  by fax or telegram (but only if
     followed  up  by  prompt  confirmation  by  personal  delivery  or  mail in
     accordance with the foregoing Sections), (d) within one (1) day after being
     sent by overnight courier or (d) upon confirmation that the electronic mail
     has been successfully sent if sent by electronic mail (but only if followed
     up  by  prompt confirmation by personal delivery or mail in accordance with
     the  foregoing  Sections),  at  the  respective  addresses,  fax numbers or
     electronic  mail  addresses  of the parties set forth below or such contact
     details  as  may  be  notified  to  the  other  party  from  time  to time:


                                                                              40
<PAGE>
Gateway Confidential

     If  to  Gateway:                      If  to  Reseller:

     Gateway  Manufacturing  Inc.          NetCel360.com  Ltd
     c/o Gateway Singapore Pte Ltd         c/o  NetCel360 Hong Kong Limited
     152,  Beach  Road                     Unit  501  AXA  Centre
     #29-00  Gateway  East                 151Gloucester  Road
     Singapore  189721                     Wanchai,  Hong  Kong
     Attention:  Director of Sales         Attention:  Vice  President,
             and  Marketing                           Distribution Services
     Facsimile  No:  (65)  292  1108       Facsimile  No:  (852)  2519-7291
     E-mail: Peter.Quinlan@gateway.com     E -mail: Jack_Cantillon@netcel360.com

     With  a  copy  to:

     Gateway
     Hi-Tech Centre 1F Yokohama Business Park
     134  Goudo-cho
     Hodogaya-Ku,  Yokohama,
     Kanagawa  240-8520,  Japan
     Attention:  Group Counsel, Asia Pacific
     Facsimile  No:  (81) 45 338 2002
     E-mail:  WhiteDav@gw2k.co.jp

19.5 Assignability.
     -------------

     A.   Save as provided in this Section, this Agreement shall not be assigned
          or  transferred  by  Reseller  without  the  prior  written consent of
          Gateway. Any attempted assignment or transfer by Reseller without such
          written  consent  of any of the rights, duties, or obligations of this
          Agreement  shall  be  void and of no effect. If consent is given, this
          Agreement  shall  be  binding  upon  and  inure  to the benefit of the
          assigns. Reseller also acknowledges that Gateway has entered into this
          Agreement  on  the basis of the experience of the current shareholders
          and  management  of  Reseller.  Any  substantial  change in control of
          Reseller,  whether of its stock ownership or management control, shall
          constitute  a  transfer  or  assignment  within  the  meaning  of this
          Section.


                                                                              41
<PAGE>
Gateway Confidential

     B.   The  parties acknowledge that the Reseller and the Reseller's group of
          companies  are  in  the  process  of  being  acquired  ("Reseller
          Acquisition")  by a third party, Vsource Inc. ("Vsource"). The parties
          agree  that  upon  the  completion  of  the  Reseller  Acquisition  in
          accordance  with the terms thereof, Reseller may novate this Agreement
          to  Vsource  or Vsource's designated Affiliate, as the case may be. If
          Reseller  elects  to  novate  this  Agreement  to Vsource or a Vsource
          Affiliate,  Reseller  undertakes  to  procure  Vsource  or  Vsource's
          designated Affiliate to undertake and assume all of Reseller's duties,
          obligations  and  liabilities  under this Agreement, and Gateway shall
          cooperate  with  Reseller  to  procure  such  novation  as  soon  as
          practicable  after  Reseller  undertakes  to  effect  such  novation,
          including  executing  all  documents and doing all things necessary as
          reasonably  required  by  Reseller  for  the purpose of effecting such
          novation.

     C.   Gateway  is  entitled at any time, upon written notice to Reseller, to
          assign  this  Agreement  to  any  of  its Affiliates or to novate this
          Agreement  to  any  of  its Affiliates and Reseller hereby consents to
          such  assignment  or  novation.

19.6 Governing Law.  The parties have expressly agreed that their rights and
     -------------
     obligations  under  this  Agreement  shall  be  governed by and interpreted
     solely in accordance with the laws of Singapore. The parties agree that the
     Sale  of Goods (United Nations Convention) Act (Cap. 283A) on contracts for
     the  international  sale  of  goods  shall  not  apply.

19.7 Arbitration. Any matter or dispute arising out of or in connection with
     ------------
     the  construction,  operation  or  enforcement  of  the  provisions of this
     Agreement  or  the  application  or  validity  of  it  shall be resolved by
     arbitration  under  the  Arbitration  Rules  of the Singapore International
     Arbitration Centre for the time being in force which rules are deemed to be
     incorporated  by reference into this Section. The arbitration shall be held
     in  Singapore  before  a  sole  arbitrator,  and  the  proceedings shall be
     conducted  in  the  English  language.  Any  award  rendered  in  any  such
     arbitration  proceeding  shall be final and binding on each of the parties.

19.8 No  Waiver.  Any failure of either party to enforce at any time, or for
     ----------
     any period of time, any provision of this Agreement, shall not constitute a
     waiver  of  such  provision  or  in  any  way  affect  the validity of this
     Agreement.


                                                                              42
<PAGE>
Gateway Confidential

19.9 Complete  Agreement.  This  Agreement,  together  with the  Exhibits listed
     --------------------
     below,  sets forth the entire Agreement between the parties with respect to
     the  subject  matter  hereof  and  supersedes  all previous communications,
     representations or agreements, whether oral or written, with respect to the
     subject  matter  hereof.  No  addition to or modification of this Agreement
     shall  be  binding  upon  either  party  unless reduced to writing and duly
     executed  by the parties hereto in the same manner as the execution of this
     Agreement,  subject, however, to revisions of Exhibits A, E, F and H, which
     Gateway  may  revise  at  any  time  under  Section  19.10.

19.10 Exhibits.  The  following  are  presently attached hereto and incorporated
      --------
     herein  by  this  reference:

          Exhibit A     - 1. Gateway International Resellers Products Price List
                          2. Gross  Mark-up
          Exhibit A(1)  - Territory
          Exhibit B     - Sub-distributors,  Resellers  and  Agents
          Exhibit C     - Computer-Related  Products  Currently  Manufactured,
                          Assembled,  Marketed  or  Sold  By  Reseller
          Exhibit D     - Minimum  Purchase  Quantity and Performance Criteria
          Exhibit E     - Ordering  and  Invoicing  Process
          Exhibit F     - Trademarks
          Exhibit G     - Gateway  Authorized  Reseller  Logo  Specifications
          Exhibit H     - Forecasts
          Exhibit I     - Current  Retail  Stores
          Exhibit J     - Domain  names  and  web  site
          Exhibit K     - Web  Site  Access  Guidelines
          Exhibit L     - Equipment  in  Current  Retail  Stores

Gateway  may,  in its sole discretion, unilaterally amend in writing Exhibits A,
E,  F  and  H.


                                                                              43
<PAGE>
Gateway Confidential

IN  WITNESS  WHEREOF,  this  Agreement  has been executed by the duly authorized
officers  of  the  respective  parties,  as  of  the  date  first above written.

GATEWAY  MANUFACTURING  INC.


By:     /S/  MICHAEL  D.  HAMMOND
   ------------------------------
             Michael  D.  Hammond
Title:       President



NETCEL360.COM  LTD


By:     /S/  PHILLIP  E.  KELLY
   ------------------------------

Title:   Chairman  and  CEO


                                                                              44
<PAGE>
Gateway Confidential

                                   EXHIBIT A
                             (SECTIONS 5.1 AND 9.1)

     1.  GATEWAY  INTERNATIONAL  RESELLERS  PRODUCTS  PRICE  LIST
                                2. GROSS MARK-UP


1.     PRICE  LIST

GATEWAY SHALL, AT ITS SOLE DISCRETION, REVISE OR REPLACE THE PRICE LIST WITH NEW
PRICE  LISTS AS ISSUED BY GATEWAY FROM TIME TO TIME.  THE SUBSTITUTED PRICE LIST
SHALL  BE  APPLICABLE  TO  RESELLER  IN  ACCORDANCE  WITH THE PROVISIONS OF THIS
AGREEMENT.

List  of  Gateway  Products               Price  based  on  COGS
---------------------------               ----------------------

[redacted]

2.     GROSS  MARK-UP

Gateway  will  charge to Reseller a Gross Mark-up of [redacted]% on COGS for the
sale  of  Gateway  Products  to  Reseller.


                                                                              45
<PAGE>
Gateway Confidential

                                   EXHIBIT A(1)
                                  (SECTION 1.1)

                                    TERRITORY

1.     Singapore

2.     Hong  Kong,  excluding  the  People's  Republic  of  China


                                                                              46
<PAGE>
Gateway Confidential

                                    EXHIBIT B
                                  (SECTION 1.3)

     RESELLER'S  SUB-DISTRIBUTORS,  RESELLERS  &  AGENTS


-  Nil


                                                                              47
<PAGE>
Gateway Confidential

                                    EXHIBIT C
                                  (SECTION 1.6)

COMPUTER-RELATED PRODUCTS CURRENTLY MANUFACTURED, ASSEMBLED, MARKETED OR SOLD BY
                                    RESELLER

Pursuant  to  Section  1.6  of  the  Agreement,  Reseller  provides  the list of
third-party  computer-related  products  that  it  is  currently  manufacturing,
assembling,  marketing  or  selling.  This  list  may  only  be amended by prior
approval  of  Gateway.


-  Nil


                                                                              48
<PAGE>
Gateway Confidential

                                  EXHIBIT C(1)
                                  (SECTION 1.8)
                RESTRICTION ON PROVISION OF BACK OFFICE SERVICES


1.     Dell
2.     Compaq
3.     Hewlett  Packard
4.     IBM
5.     Apple
6.     Acer
7.     Toshiba
8.     NEC
9.     Sony
10.    Fujitsu


                                                                              49
<PAGE>
Gateway Confidential

                                    EXHIBIT D
                                  (SECTION 2.1)

     MINIMUM  PURCHASE  QUANTITY  AND  PERFORMANCE  CRITERIA

MINIMUM  PURCHASE  QUANTITY

The  Minimum  Purchase  Quantity  shall  be  the  total annual value invoiced by
Gateway  in  respect  of  Gateway  Products  comprising  the COGS plus the Gross
Mark-up.

The Minimum Purchase Quantity as described in Section 2.1 of the Agreement is as
follows:

<TABLE>
<CAPTION>
                          Quarter 1            Quarter 2            Quarter 3             Quarter 4            Total

                      1st Jul - 30th Sep   1st Oct - 31st Dec   1st Jan - 30th Mar   1st Apr - 30th Jun    (US$/million)
                         (US$/million)         (US$/million)        (US$/million)        (US$/million)
-------------------  -------------------  -------------------  -------------------  ---------------------  --------------
<S>                  <C>                  <C>                  <C>                  <C>                    <C>
First Year
-------------------                                                 [redacted]
Second Year
</TABLE>


PERFORMANCE  CRITERIA

[Performance  criteria shall be agreed between the parties from time to time and
confirmed  under  separate  cover.]


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                                    EXHIBIT E
                                  (SECTION 4.2)

                         ORDERING AND INVOICING PROCESS


[ORDERING  AND  INVOICING  PROCESS  TO  BE  PROVIDED  UNDER  SEPARATE  COVER].


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                                    EXHIBIT F
                             (SECTIONS 7.2 AND 7.3)

                                    TRADEMARK

A.     SINGAPORE

MARK                                           APP./REG.  #
----                                           ------------

Black  and  White  Spot  Design                T99/03474H
Black  and  White  Spotted  Box  Design        T99/09692A
Destination                                    2114/95
Gateway                                        T99/12855F
Gateway                                        T00/17432A
Gateway@Work  and  Design                      T00/02390J
Gateway  with  Box  Design  Left               T99/10670F
Gateway  with  Box  Design  Above              T99/10669B
Gateway  Neo                                   T99/11058D
Gateway  2000                                  7360/91
Perfect  Scholar                               T97/10497H
Vivitron                                       7747/94
Your:)Ware                                     T99/03473B
Tractor  Seat  and  Design                     T00/05931Z
Silo  and  Design                              T00/05930A
Interior  of  Silo  with  Desk  and  Chairs    T00/05929H
Corrugated  Booths  and  Design                T00/05928Z
ALR  and  Design                               T91/05710B

UNREGISTERED  MARKS
-------------------

Gateway  Country
Gatewaynet
Gateway  Solo
Solo
You've  Got  A  Friend  In  The  Business
Field  Mouse
ALR
EZ  Pad


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EZ  Point
AnyKey
Spot  Shop
FamilyPC


B.     HONG  KONG

MARK                                            APP./REG. #
----                                            -----------

Black  and  White  Spot  Design                 99-04399
Black  and  White  Spotted  Box  Design         99-13934
Gateway                                         96-12695
Gateway@Work  and  Design                       2000-02856
Gateway  with  Box  Design  Left                99-14170
Gateway  with  Box  Design  Above               99-14171
Gateway  Neo                                    2000-03338
Gateway  2000                                   96-12696
Your:)Ware                                      99-04400
Tractor  Seat  and  Design                      2000-16656
Silo  and  Design                               2000-07988
Interior  of  Silo  with  Desk  and  Chairs     2000-16740
Corrugated  Booths  and  Design                 2000-07986
ALR                                             5243-1997

UNREGISTERED  MARKS
-------------------

Gateway  Country
Gatewaynet
Gateway  Solo
Solo
You've  Got  A  Friend  In  The  Business
Field  Mouse
EZ  Pad
EZ  Point
AnyKey
Spot  Shop


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FamilyPC
Vivitron
Destination


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                                    EXHIBIT G
                             (SECTIONS 2.3 AND 7.3)

GATEWAY  AUTHORIZED  RESELLER  LOGO  SPECIFICATIONS

INTRODUCTION

The  following  guidelines apply to the authorized use of particular trademarks,
service  marks  and  logos  of  Gateway,  Inc.  ("Gateway")  in  advertisements,
marketing  materials,  press  releases,  promotional  literature,  catalogs,
brochures,  customer  communications,  electronic  communications  and all other
printed or visual material in which Gateway's trademarks, service marks or logos
are  used.  For  purposes  herein,  "Trademarks"  shall mean those registered or
unregistered  trademarks,  service  marks,  logos  or  brand names of Gateway as
specifically  set  forth  in  the  attached  Schedule  A.

Gateway's  Trademarks  must  always  be  used  properly.  Compliance  with these
guidelines  is  required in order to avoid any breach or misuse of the terms and
conditions  under  which  you  have been authorized or licensed to use Gateway's
Trademarks.  Prior  to  using  Gateway's  Trademarks,  you must obtain Gateway's
written  approval,  of  the  form,  content  and  context  of  any intended use.

Adherence  to these guidelines is essential to your continued involvement in the
Gateway Authorized Reseller program and a prerequisite to successful involvement
in  any  Gateway  Authorized  Reseller co-operative advertising programs. Please
copy and distribute these guidelines to anyone within your organization who will
be  responsible  for  preparing marketing and/or advertising materials featuring
Gateway  products  and  the  Gateway  Authorized  Reseller  name  or  logo.

I.   GATEWAY  AUTHORIZED  RESELLER  LOGO  SPECIFICATIONS

A.   GENERAL

1.   The  logotype should not be produced in any color other than Gateway green.
     It  can  also  be  black  or white in a black-and-white application or on a
     colored  field  in  which green is not effective. The goal is to make green
     synonymous  with  Gateway;  therefore  these  uses  should  be  limited.
2.   The  bottom,  front corner of the box is supposed to be open - don't try to
     close  up.  It  is  already  defined.


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3.   The  white in the box is opaque - the underlying background SHOULD NOT show
     through.
4.   The Gateway Authorized Reseller logo is a trademark of the corporation, and
     must  always  be followed by a mark. Authorized artwork always includes the
     mark in the proper position. The mark should never be cut off or changed in
     proportion  or  position.
5.   When  printing  the logo on a dark background, use the correct artwork with
     the  white box outlines, or the box will lose its definition. NEVER reverse
     the logo in the traditional manner - the black spots must remain black, the
     white  areas  white.
6.   The  Gateway  logotype  may not be used by itself without the box except in
     rare  occasions  approved by Branding. The most notable exception is on our
     packaging.

B.   LOGO  CLEAR  SPACE

In  all  applications,  the  clear  space around the logo should be equal to the
width  of the "e" in the logotype. Any background inside this clear space should
be even, unpatterned, and free from typography or other graphic elements. If the
logo  is  used directly on a photographic image, the clear space area must still
provide  for  good  contrast between background and logo and be even in tone and
pattern-free.

If  the  Gateway  Authorized  Reseller logo is used at a minimum size (43 pixels
wide)  in  an  online  application,  the  clear  space is 7 pixels (HSPACE = "7"
VSPACE  =  "7").

C.   MINIMUM  SIZE

Size is measured from the left side of the "G" to the right edge of the serif of
the  "y."

-    Minimum  size  in  most  print  environments:  14.5mm  or  5/8"  wide

-    Minimum  size  online:  43  pixels  wide  (640  x  480)

D.   INCORRECT  USAGE

Improper  use  of  the  Gateway Authorized Reseller logo dilutes and lessens its
value.  Here  are  a  few  ways  in  which  part  or  all  of the logo have been
manipulated  to  create  new inappropriate/unacceptable visual elements. Each of
these  examples  weakens  the  Gateway  Authorized  Reseller  logo.


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1.     DON'T  alter  box  &  logotype  relationship.
2.     DON'T  change  color  of  box  &  logotype.
3.     DON'T  combine  with  other  graphic  elements.
4.     DON'T  add  text  such  as  department  name,  team,  etc.
5.     DON'T  put  the  logo  on  a  patterned  or  busy  background.
6.     DON'T  make  pattern,  texture  or  other  effect  inside  the  logo.
7.     DON'T  use  the  logo  to  create  a  pattern  or  background.
8.     DON'T  change  the  grammar of the logo - making it plural or possessive.
9.     DON'T  overprint  on  the  logo.
10.    DON'T  imitate  the  logo  with  other  type  fonts.
11.    DON'T  distort  the  logo.
12.    DON'T  tilt  or  rotate  the  logo.

E.     COLOR

APPROVED  COLOR  for  the  Gateway  logotype:

-    Gateway  Green  -  visually  match  hue  to  Gateway  Green  color  swatch

OTHER  TECHNIQUES

-    DO  NOT  print  the  logo  in  grayscale.

-    SPECIAL  EFFECTS  -  embossment,  varnishes,  drop  shadows,  texture maps,
     outlines,  etc.,  must  be  reviewed  and approved by Brand Management on a
     case-by-case  basis.

-    NON-GREEN LOGOTYPE - although you should avoid using a background or layout
     that  will  not work with the green logotype, it is acceptable to print the
     Gateway logotype in white if on a high-contrast background (50% or darker),
     or  in  black  (100%  solid).

GATEWAY  GREEN  IS  APPROVED  ONLY:
-    For  the  logotype

-    As  an  accent  color  (avoid  overdoing  it  with  big  fields  of  green)

-    As  a  "staff"  color  to  designate  people who need to be identified at a
     glance as Gateway workers. For example, Security is authorized to use green
     shirts  for  security  officers  worldwide.


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GATEWAY  GREEN

Due to the variances inherent in color reproduction, ALWAYS MATCH THE HUE TO THE
GATEWAY  GREEN  COLOR  SWATCH  FOR  ACCURACY. DO NOT rely on your existing color
swatch  book  for  accuracy.

-    For  four  (4)  color  process  printing,  use  the  following CMYK mixture

          CYAN  -  100%  MAGENTA  -  0%  YELLOW  -  90%  BLACK  -  0%

          FOR  SPOT  COLOR PRINTING, USE THE PANTONE COLOR MATCH SYSTEM PMS 355C

-    For  on-screen  /  video  display,  use  the  following  RGB  values

       RED  -  0   GREEN  -  153   BLUE  -  20

-    For  online  applications,  use  the following HTML color assignment
     009900

-    For  stock  vinyl  applications, use the following 3M products 3M Scotchcal
     230  (translucent)  or  220  (opaque)

IMPORTANT:  DO  NOT  CONVERT  THE  PMS355  INTO  CMYK  VALUES - IN DOING SO, THE
INCORRECT  CMYK  VALUES  WILL  RESULT.

F.   IMPLIED  OWNERSHIP

Any  material  containing Gateway's trademarks, including the Gateway Authorized
Reseller  logo, created by Licensee under terms of a license agreement shall not
look  like  it  was  generated  by Gateway.  Accordingly, any use of the Gateway
Authorized  logo  in  any promotional materials shall always be equal to or less
than  the  size  and prominence of the Licensee's logo.   SHOULD LICENSEE'S LOGO
                                                          ----------------------
NOT  APPEAR  IN  THE  MATERIAL, THEN GATEWAY'S STYLIZED LOGO SHALL SIMILARLY NOT
--------------------------------------------------------------------------------
APPEAR  IN  THE  MATERIAL.
--------------------------


II:  GENERAL  USE  OF  THE  GATEWAY  AUTHORIZED  RESELLER  NAME  AND  LOGO

A.   PRINTED  PRODUCT  ADVERTISEMENTS

Any  print  ads  featuring  Gateway  products must include a copy of the Gateway
Authorized  Reseller  logo.  This  should  be the only Gateway corporate logo to


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appear  in  the  advertisement. If only Gateway products are featured in the ad,
the  logo  may  appear  anywhere  in  the  ad.  If, however, products from other
manufacturers are featured in the ad, the Gateway logo must only appear in close
proximity  to the Gateway products. Alternately, all manufacturers' logos may be
grouped  together  at the bottom of the advertisement, provided that any Gateway
product  is  clearly  identified  as such. In all cases, the size of the Gateway
Authorized  Reseller  logo  should  be  consistent  with  the  size  of  other
manufacturers'  logos.

B.   PRINTED  SERVICE  ADVERTISEMENTS

If  the  ad  focuses  primarily  on  the  services  of the reseller, the Gateway
Authorized  Reseller logo may be featured either alone or grouped with the logos
of  all  other  manufacturers  featured  in the ad. In all cases the size of the
Gateway  Authorized  Reseller  logo  should be consistent with the size of other
manufacturers'  logos.

C.   SHOW  DIRECTORIES/INTERNET  LINKS  AND  DIRECTORIES

In  cases  where  the  reseller is asked to provide a brief description of their
services  and  certifications,  the  reseller  may  use  the  Gateway Authorized
Reseller  name  without the Gateway Authorized Reseller logo. If, however, other
manufacturers'  logos  are  featured  in  the  reseller description, the Gateway
Authorized Reseller logo must also be featured at a size that is consistent with
the  size  of  other  manufacturers'  logos.

D.   PRINTED  MARKETING  MATERIALS

If  the  reseller's  marketing  materials  allude to the reseller's status as an
authorized  Gateway  reseller, the materials must feature the Gateway Authorized
Reseller  logo  in  a  prominent  location.

E.   RESELLER  WEB  SITE  USAGE

If  actual  Gateway  products  are  advertised  on  the reseller's web site, the
reseller  should  follow  the  same  guidelines  that  apply  to Printed Product
Advertisements  (Section  II:  A).  If only services are mentioned, the reseller
should  follow  the  guidelines  that  apply  to  Printed Service Advertisements
(Section  II:  B)


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F.   INTERNET/ON-LINE  ADVERTISEMENT  USAGE

If  actual  Gateway products are advertised, the reseller should follow the same
guidelines that apply to Printed Product Advertisements (Section II: A). If only
services are advertised, the reseller should follow the guidelines that apply to
Printed  Service Advertisements (Section II: B). If the advertisement is limited
to  a  text  link or a text description, resellers may follow the guidelines for
Show  Directories/Internet  Links  and  Directories  (Section  II:  C).

G.   TELEVISION/OTHER  USAGE

All  other  usage,  including  broadcast  use  and  cable advertisements will be
reviewed  on a case-by-case basis. Prior review by the Gateway Partners Creative
Services  Director  is  a  requirement  of  all  such  advertising.

III:  TRADEMARK  USE

Gateway  Inc.'s  trademarks,  which include our logos, are intellectual property
and are considered valuable assets of the company. To protect them, they must be
used  consistently and in compliance with branding guidelines. Everyone who uses
our  trademarks,  whether  Gateway  employees or outside vendors, consultants or
third  parties,  is  responsible  for  using  them  correctly.

A.   TRADE  NAME  VS. TRADEMARK: A TRADE NAME identifies the name of a business,
     and  is  typically  used  as  a  noun.  TRADEMARKS SHOULD ALWAYS BE USED AS
     ADJECTIVES  with  an appropriate noun (generic descriptor) representing the
     product  or  service being referred to. If the word identifies a service it
     is  technically  called a service mark identical in form and substance to a
     trademark.  Gateway has meaning as a trademark when used as an adjective to
     describe  certain products, and has a different meaning when used as a noun
     to  stand  for  the  entity  Gateway.

          CORRECT:  Gateway  makes  the  best  computers  on  the  planet.
          (Refers  to  the  company  itself.)

          CORRECT:  Gateway  computers  are  the  best  on  the  planet.
          (Gateway  describes  a  product.)


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          WRONG:  How  many  Gateways  do  you  own?
          (Gateway  is  used  as  a  noun  when  referring  to  a  product.)

          WRONG:  Come  to  Gateway  for  the  best  value  in  the  industry.
          (Doesn't need a because Gateway refers to the company, not a product.)

B.   NO  PLURALS,  POSSESSIVES  OR VERBS: Trademarks should never be used in the
     plural  form,  possessive  form,  or  as  a  verb.

          CORRECT:  People  love  their  Solo  portable  PCs.
          INCORRECT:  People  love  their  Solos.

          CORRECT:  The  Destination  system's  performance  is  superior.
          INCORRECT:  The  Destination's  performance  is  superior.

          CORRECT:  You  can  fax  documents  using  the  TelePath  fax  modem.
          INCORRECT:  You  can  TelePath  documents  with  your  system.

C.   NO  ABBREVIATIONS: Never abbreviate a Trademark, e.g. "GC" is incorrect for
     Gateway  Country.

          CORRECT:  The  Gateway  Profile II is the best computer on the market.
          INCORRECT:  The  GP  II  is  the  best  computer  on  the  market

D.   DISTINGUISH  THE  TRADEMARKS:  Always  distinguish  the Trademarks, when in
     print,  from  the  words  surrounding  it.

          CORRECT:
          You  get  the  best  value  when  you  purchase  a  Gateway  computer.
          YOU  GET  THE  BEST  VALUE  WHEN  YOU  PURCHASE  A  gateway  PC.
          You  Get  The  Best  Value  When  You  Purchase  A  GATEWAY  Computer.

          INCORRECT:
          You  get  the  best  value  when  you  purchase  a  gateway  computer.
          YOU  GET  THE  BEST  VALUE  WHEN  YOU  PURCHASE  A  GATEWAY  PC.
          You  Get  The  Best  Value  When  You  Purchase  A  Gateway  Computer.


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E.  TRADEMARK  NOTICE  AND  ACKNOWLEDGMENT

ALWAYS  PROVIDE  A  SPECIFIC TRADEMARK NOTICE ((TM), SM, OR (R)) ADJACENT TO THE
FIRST  AND  MOST  PROMINENT  USE OF THE TRADEMARK, AS WELL AS ON EACH SUBSEQUENT
PAGE.  IF YOU HAVE ANY QUESTIONS ABOUT WHAT THE APPROPRIATE TRADEMARK NOTICE IS,
CONTACT  GATEWAY'S  BRANDING  DEPARTMENT.

ALL GATEWAY TRADEMARKS THAT ARE USED IN A PARTICULAR PIECE MUST BE ATTRIBUTED IN
AN  APPROPRIATE  TRADEMARK  LEGEND.  THE  LEGEND  MAY  BE  PRESENTED IMMEDIATELY
FOLLOWING  THE  COPYRIGHT NOTICE AND MUST BE LARGE ENOUGH TO BE LEGIBLE.  IT MAY
ALSO  BE  PLACED ELSEWHERE, E.G., THE FRONT INSIDE COVER OF DOCUMENTATION, OR AT
THE  BOTTOM  OF  A  WEB  PAGE.

     GATEWAY USES A STANDARD TRADEMARK LEGEND THAT DOES NOT CHANGE EXCEPT TO ADD
THE  MARKS  THAT  ARE  REFERENCED  IN  THE PIECE.  THE FOLLOWING IS THE STANDARD
GATEWAY  LEGEND  TO  BE  USED IN ALL MATERIAL REFERENCING ANY GATEWAY TRADEMARK:

     "GATEWAY  AND  THE  GATEWAY  STYLIZED  LOGO  [INSERT  ALL  OTHER  GATEWAY
TRADEMARKS, SPECIAL LOGOS, PRODUCT NAMES, SERVICE NAMES, AND SLOGANS REFERRED TO
OR  DISPLAYED  IN THE PIECE] ARE TRADEMARKS OR REGISTERED TRADEMARKS OF GATEWAY,
INC.  IN  THE  U.S.  AND  OTHER  COUNTRIES."

F.  ALWAYS  SPELL  THE  TRADEMARK  CORRECTLY.


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                                    EXHIBIT H
                             (SECTIONS 2.8 AND 4.1)

                                    FORECASTS

A.   Reseller  shall  provide  Gateway  a  forecast  of  its  orders for Gateway
     Products  as  follows:

     1.   On  Effective  Date
          -------------------
          -  for  six  (6)  months  commencing  on  the  Effective  Date.

     2.   On  the  20th  day  of  every  month
          ------------------------------------
          -  for  six  (6)  months  commencing on the first day of the next
             month.

B.   Reseller  shall provide the forecast of its orders in the following format.

     [Format of orders forecast to be provided under separate cover].


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                                    EXHIBIT I
                                 (SECTION 2.11)

                              CURRENT RETAIL STORES

The  Current  Retail  Stores  shall  consist  of:

A.     Singapore
       ---------
       109  North  Bridge  Road
       #03-19,  Funan  -  The  I.T.  Mall
       Singapore  179097

B.     Hong  Kong  -  Times  Square  Store
       -----------------------------------
       Shop  B223A,  Basement  2,
       Times  Square  Shopping  Arcade
       No.  1  Matheson  Road
       Causeway  Bay
       Hong  Kong

C.     Hong  Kong  -  Manning  House  Store
       ------------------------------------
       Shop  101,  Manning  House
       48  Queen's  Road
       Central
       Hong  Kong


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                                    EXHIBIT J
                                  (SECTION 7.5)

                            DOMAIN NAMES AND WEB SITE

A.     www.gateway.com.my/sg/

B.     www.gateway.com.my/HK/

C.     www.gateway.com.hk


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                                    EXHIBIT K
                                 (SECTION  7.5)

                           WEB SITE ACCESS GUIDELINES

[Gateway  web  site  access  guidelines  to  be  provided under separate cover.]




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                                    EXHIBIT L
                                 (SECTION  2.11)

                       EQUIPMENT IN CURRENT RETAIL STORES

A.     Singapore
       ---------
       [List  of  equipment  to  be  provided  under  separate  cover.]


B.     Hong  Kong  -  Times  Square  Store
       -----------------------------------
       [List  of  equipment  to  be  provided  under  separate  cover.]


C.     Hong  Kong  -  Manning  House  Store
       ------------------------------------
       [List  of  equipment  to  be  provided  under  separate  cover.]


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