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                                                                   EXHIBIT 10.14

                            [GRAPHIC OMITTED]

                                          Sun Channel Agreement #CS-US-004-194-R

                       SUN CHANNEL AGREEMENT MASTER TERMS


THIS SUN MICROSYSTEMS, INC. CHANNEL AGREEMENT MASTER TERMS ("Master Terms"), is
made as of the 1st day of February, 2000 ("Effective Date") between Sun
Microsystems, Inc., with its address at 901 San Antonio Road, Palo Alto, CA
94303 ("Sun"), and EMTEC, Inc. with its address at 817 East Gate Drive, Mount
Laurel, NJ 08054 ("Partner", "Regional Systems Partner" or "National Systems
Partner").



The parties agree as follows:
1. SCOPE OF AGREEMENT
1.1  Exhibits and Schedules. These Master Terms describe the general terms by
     which Partner may purchase Products and Services from Sun or from a Sun
     authorized Master Reseller as set forth in an Exhibit. The specific terms
     related to the purchase of Equipment, Software and Services are described
     in the appropriate Product Exhibits or Service Exhibits and Schedules
     (collectively referred to as "Exhibits"). Each Exhibit and these Master
     Terms together constitute a separate agreement ("the Agreement"). Exhibits
     may be added or deleted from time to time by the agreement of the parties,
     but Partner is only authorized to purchase Products or Services hereunder
     to the extent that one or more applicable Exhibit(s) is executed and in
     force.
1.2  Order of Precedence. The provisions of any Exhibit will take precedence
     over these Master Terms, to the extent that they are inconsistent.
2. DEFINITIONS
2.1  EQUIPMENT means the hardware components (may also be referred to as
     "hardware") of Product and includes the media on which Software is
     pre-loaded.
2.2  PRODUCT(S) means any Equipment and Software delivered by Sun directly or
     indirectly to Partner under the Agreement
2.3  SERVICE(S) means any consulting, educational and support services provided
     directly or indirectly to Partner under the Agreement.
2.4  SOFTWARE means any binary software (and related documentation) provided by
     Sun directly or indirectly to Partner under the Agreement
 3. TERM AND TERMINATION
3.1  Term. These Master Terms commence on the Effective Date and will continue
     until the expiration or termination of all Exhibits.

Each Exhibit shall detail the commencement date of the Exhibit ("Exhibit
Effective Date").
3.2 Termination at Will. Either party may terminate these Master Terms for
convenience on written notice to the other party in the event that all Exhibits
have been terminated or have expired.
3.3 Termination for Cause. Either party may terminate these Master Terms and
any or all Exhibits:
(a)  immediately, by written notice, upon material breach by the other party of
     the Agreement, if such breach cannot be remedied;
(b)  by written notice, if the other party fails to cure any material remediable
     breach of the Agreement within thirty (30) days of receipt of written
     notice of such breach;
(c)  automatically if Partner ceases to do business in the normal course,
     becomes or is declared insolvent or bankrupt, is the subject of any
     proceeding relating to the liquidation or insolvency of Partner which is
     not dismissed within ninety (90) days or makes an assignment for the
     benefit of its creditors;
(d)  immediately by written notice if Partner undergoes any change in ownership
     or control (whether by way of voting or contact rights or otherwise) or in
     its business, which change Sun considers material, in light of the fact
     that Partner has been appointed by Sun because of its present financial,
     technical and managerial conditions.
3.4  Termination by Sun In addition to the general reasons ad forth in Sections
     3.2 and 3.3 above, Sun may terminate these Master Terms and any or all
     Exhibits, immediately by written notice if Partner.
     (a) breaches any Sun Software license;
     (b) breaches Section 5 (Confidential





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      Information) of these Master Terms;
      (c) breaches (or Sun reasonably believes Partner will breach) the U.S.
      Export Administration Regulations, the U.S. Foreign Corrupt Practices Act
      or similar laws or regulations of any other government; or
      (d) infringes or challenges the validity of any Sun copyright or Sun
      Trademark (as defined herein).
3.5   Consequences of Termination or Expiration. Upon any expiration or
      termination of the Agreement (or all of them), the following will occur
      (a) all outstanding invoices and amounts owing from Partner to Sun will
      thereupon become immediately due and payable;
      (b) Sun will have the right of first refusal to repurchase Products in
      Partner's inventory at the lower of net invoice price or the then fair
      market value, as may be adjusted for any amounts due but unpaid pursuant
      to Section 3.5(a). If Sun desires to exercise this right, it will do so by
      written notice. Except in the case of Sun's termination for material
      breach, for a period of ninety (90) days from the date of termination or
      expiration, Partner may sell and/or license under the terms of the
      Agreement any inventory Sun elects not to repurchase;
      (c) Sun will have the right to cancel by written notice all or part of any
      unfulfilled order previously accepted by Sun. To the extent that Sun does
      not cancel any such order, the Agreement will continue to apply to such
      order;
      (d) Partner will immediately return a Sun property under Partner's control
      (including without limitation all Sun confidential information,
      schematics, manuals, Software and Sun business Plans) and remove, cancel
      and/or come to use the Sun Trademarks, any signs or other advertising
      materials referring to Sun, or Products or Services or to Partner as an
      authorized reseller of Sun; and
      (e) all of Partner's rights under the Agreement shall immediately cease
      and Partner shall at no time in the future represent that it in an
      authorized reseller of Sun or that it is in any way associated with Sun or
      Products or Services.
3.6   Survival. Rights and obligations under the Agreement which by their nature
      should survive, will remain in effect after termination or expiration of
      the Agreement,
3.7   No Liability for Termination or Expiration. The right of termination or
      expiration provided herein is absolute. Each party waives and releases the
      other from any claim to compensation or indemnity related to the permitted
      or lawful termination of the business relationship established under the
      Agreement.
4     COMMERCIAL TERMS
4.1   Commercial terms for Partners who purchase Products or Services from a Sun
      authorized Master Reseller will he determined by Partner's agreement with
      such Master Reseller. This Section 4.1 applies only to Partners who
      purchase Products or Services directly from Sun.
      (a) Prices and Taxes. Prices and fees for Products and Services are
      exclusive of all shipping and insurance charges, and do not include sales
      tax or any other tax based upon the value of Products and/or Services.
      Partner is responsible for Payment of all such charges and taxes.
      (b) Payments. If Partner satisfies Sun's credit requirements, payment
      terms are net thirty (30) days from (i) the date of invoice for Products
      or Services, or (ii) where Partner Is purchasing Products, the date of
      shipment of Products, whichever is the later. Otherwise terms are cash in
      advance of delivery. Sun in its reasonable commercial judgment may place
      Partner on credit hold, in which event Sun will promptly inform, Partner
      and may: i) with respect to Product Purchases, delay or reschedule Partner
      orders, and ii) with respect to Services, discontinue delivery upon thirty
      (30) days' written notice to partner. Interest will accrue from the date
      on which payment is due at the lesser of fifteen percent (15%) per annum
      or the maximum rate permitted by applicable law. Partner will not be
      required to pay the disputed portion of any invoice, pending resolution of
      that dispute, provided that written notice of the dispute has been
      forwarded to Sun in writing within fifteen (15) days of the date of that
      invoice.




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4.2   Records and Audits. During the term of the Agreement and for a period of
      five (5) years thereafter, Partner will maintain accurate records as
      necessary to verify compliance with the Agreement. Sun may audit these
      records at any time after reasonable written notice to verify compliance.
      Sun will conduct this audit through an independent auditor of Sun's choice
      ("Auditor"). Auditor will be bound to keep confidential the details of the
      business affairs of Partner and to limit disclosure of the audit results
      to only the sufficiency of the records, including, whether Partner is in
      compliance with the terms of the Agreement and the amount, if applicable,
      of any required additional payment or other payment adjustment. Except as
      described below, Sun will bear all costs and expenses associated with the
      exercise of its audit rights. Any errors in payments identified will be
      corrected by Partner by appropriate adjustment in payment for the
      quarterly period during which the error is discovered. In the event of an
      underpayment of more than five Percent (5%), Partner will reimburse Sun
      the amount of the underpayment, the reasonable charges of the Auditor in
      performing the audit that identified the underpayment, and interest on the
      overdue amount at the maximum allowable interest rate from the date the
      obligation accrued.
5. CONFIDENTIAL INFORMATION
If either Party desires that information provided to the other party under the
Agreement be held in confidence, that party will, prior to or at the time of
disclosure, identify the information in writing as confidential or proprietary.
The recipient may not disclose such confidential or proprietary information, may
use it only fur purposes specifically contemplated in the Agreement, and must
treat it with the same degree of care as it does its own similar information,
but with no less than reasonable care. These obligations do not apply to
information which: a) is or becomes known by recipient without an obligation to
maintain its confidentiality; b) is or becomes generally known to the public
through no act or omission of recipient; or c) is independently developed by
recipient without use of confidential or proprietary information. This section
will not affect any other confidential disclosure agreement between the parties.
6. LIMITED WARRANTIES
      6.1 Product and Service Warranties. Any warranties for Products and
      Services will be specified in the Exhibit(s).
6.2 Year 2000 Warranty.
     (a) Sun warrants that specified versions of Products identified on Sun's
     external Website (Url: www.sun.com/y2000/opl.html) as being Year 2000
     compliant ("Listed Products") will not produce errors in the processing of
     date data related to the year change from December 31, 1999 to January 1,
     2000. Date representation, including leap years, will be accurate when
     Listed Products are used in accordance with their accompanying
     documentation, provided that all hardware and software products used in
     combination with Listed Products properly exchange date data with them.
     (b) Versions of Products identified on Sun's external Web site as not yet
         compliant, but which are scheduled to be made compliant, will become
         Listed Products when remedial replacement parts, patches, software
         updates or subsequent releases ("Y2K Fixes") amre issued and properly
         installed.
     (c) Other Products are not covered by these warranties.
     (d) To the extent that Sun installs Y2K Fixes or performs other Services
         under the Agreement for Partner, Sun respectively warrants that: (i)
         upon installation of the Y2K Fixes, Products will become Listed
         Products; and (ii) Services performed on Listed Products will not
         result in them ceasing to be Listed Products.
     (e) Partner's sole and exclusive remedy for Sun's breach of these
         warranties will be for Sun at its option: (i) to use commercially
         reasonable efforts to repair Listed Products or provide Y2K Fixes, as
         the case may be; (ii) to supply functionally equivalent Year 2000
         compliant products; or (iii) if (i) and (ii) are commercially
         unreasonable, to refund to Partner its net book value respectively for
         non-compliant Listed Products or products for which scheduled Y2K Fixes
         were not provided.
     6.3 DISCLAIMER OF WARRANTIES. UNLESS SPECIFIED IN THE AGREEMENT, ALL
         EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES,
         INCLUDING ANY IMPLIED WARRANTY OF





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         MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
         INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT
         SUCHDISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
7. IMPORT AND EXPORT LAWS
All Products, Services and technical data delivered under the Agreement am
subject to U.S. export control laws and may be subject to export or import
regulations in other countries. Partner agrees to comply strictly with all such
laws and regulations and acknowledges that it has the responsibility to obtain
such licenses to export, re-export or import as may be required after delivery
to Partner.
8. NUCLEAR APPLICATIONS
Partner acknowledges that Products and/or Services are not designed or intended
for use in the design, construction, operation or maintenance of any nuclear
facility. SUN DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH
USES.
9. TRADEMARKS
9.1  Trademarks. "Sun Trademarks" means all names, marks, logos, designs, trade
     dress and other brand designations used by Sun in connection with Products
     and Services. Partner may refer to Products and Services by the associated
     Sun Trademarks provided that such reference is not misleading and complies
     with Sun's Trademark and Logo Policies. Partner may not remove or alter any
     Sun Trademarks, nor may it co-logo Products. Partner agrees that any use of
     Sun Trademarks by Partner will inure to the sole benefit of Sun or its
     licensors. Partner agrees not to incorporate any Sun Trademarks into
     Partner's trademarks, service marks, company names, internet addresses,
     domain names, or any other similar designations.
9.2  Special Program Logos. Partner may use the special program logo, if any,
     applicable to Partner's appointment, as established in any Exhibit only:
     (a) as shown in the artwork provided by Sun; (b) in pre-sale marketing
     materials and advertising, but not on goods, packaging, product labels,
     documentation or other materials distributed with Products; (c) in a manner
     no more prominent than Partner's corporate name and logo; and (d) otherwise
     in accordance with the then current Sun Trademark and Logo Policies.
     9.3 Use of Partner Information Sun has the right to disclose and publish
         Partner's name, address and profile information in connection with
         Sun's Partner programs.
10. INTELLECTUAL PROPERTY CLAIMS
     Sun will indemnify Partner for its reasonable expenses and will defend or
     settle at Sun's option and expense any legal proceeding brought against
     Partner, to the extent that it is based on a claim that Products infringe a
     trade secret, a trademark, a mask work, a copyright or a patent. Sun will
     pay all damages and costs awarded by the court which finally determines the
     case or are incurred in the settlement thereof, provided that Partner: (a)
     gives written notice of the claim promptly to Sun; (b) gives Sun sole
     control of the defense and settlement of the claim; (c) provides to Sun all
     available information and assistance; and (d) has not compromised or
     settled such claim. If any Products or Materials are found to infringe, or
     in Sun's opinion are likely to be found to infringe, Sun may elect to: (a)
     obtain for Partner the right to use such Products and/or Materials; (b)
     replace or modify such Products and/or Materials so that they become
     non-infringing; or if neither of these alternatives is reasonably
     available, (c) remove such Products and/or Materials and refund Partner's
     net book value for these Products and/or Materials. Sun has no obligation
     under this Section 10 for any claim which results from: (a) use of Products
     and/or Materials in combination with my equipment, software or data not
     provided by Sun; (b) Sun's compliance with designs or specifications of
     Partner, (c) modification of Products and/or Materials; or (d) use of an
     allegedly infringing version of any Products and/or Materials, if the
     alleged infringement could be avoided by the use of a different version
     made available to Partner. THIS SECTION 10 STATES THE ENTIRE LIABILITY OF
     SUN AND EXCLUSIVE REMEDIES OF Partner FOR CLAWS OF INFRINGEMENT.
11. LIMITATION OF LIABILITY
   Except for obligations under Section 10 (Intellectual Property Claims), or
   Section 12 (Indemnity and Insurance) or breach of any applicable license
   grant, and to the extent not prohibited by applicable law (i) each party's
   aggregate liability to the other for claims relating to the Agreement,
   whether for breach or in tort, including but not limited to negligence, will
   be limited to the amount paid to Sun for Products, Services, or Materials
   which are the subject matter of the claims, and (ii) neither party will be
   liable for any indirect, punitive, special, incidental or consequential
   damages in connection with or arising out of the Agreement (including loss of
   business, revenue, profits, use, data or other economic advantage) however it
   arises, whether for breach or in tort, even if that



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    party has been previously advised of the possibility of such damage.
    LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED EVEN IF ANY EXCLUSIVE
    REMEDY PROVIDED FOR IN THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
    12. INDEMNITY AND INSURANCE
    Except for claims arising under Section 10 (Intellectual Property Claims),
    Partner will indemnify Sun and its suppliers from and against all claims,
    liabilities, damages and costs (including legal fees and costs), relating to
    (i) Partner's use or distribution of Products and Services under the
    Agreement or (ii) any acts or omissions of Partner. Partner shall carry
    liability insurance to protect Sun from all such clams, pay the premiums
    therefore, and deliver to Sun, upon request, proof of such insurance (which
    shall require thirty (30) days' written notice to Sun in event of
    modification or termination).
    13. FORCE MAJEURE
    A party is not liable under the Agreement for nonperformance caused by
    events or conditions beyond that party's control, if the party makes
    reasonable efforts to perform. This provision does not relieve either party
    of its obligation to make payments then owing
    14. WAIVER OR DELAY
    Any express waiver or failure to exercise promptly any right under the
    Agreement will not create a continuing waiver or any expectation of
    non-enforcement.
15. ASSIGNMENTS
    Neither party may assign or otherwise transfer any of its rights or
    obligations under the Agreement, without the prior written consent of the
    other party, except that Sun may assign its right to payment, assign the
    Agreement to an affiliated company, or subcontract the delivery of Services
    or Products. If Sun elects to subcontract Service or Product delivery, Sun
    will remain primarily responsible for delivery.
    16. RELATIONSHIP OF THE PARTIES
    An Agreement is not intended to create a relationship such as a partnership,
    franchise, joint venture, agency, or fiduciary or employment relationship.
    Neither party may act in a manner which expresses or implies a relationship
    other than that of independent contractor, nor bind the other party.
    17. NOTICES
    All written notices required by the Agreement must be delivered in person or
    by means evidenced by a delivery receipt or via email or website and will be
    effective upon receipt.
    18. SEVERABILITY
    If any Provision of the Agreement is held invalid by any law or regulation
    of any government or by any court or arbitrator, such invalidity will not
    affect the enforceability of any other provisions.
    19. GOVERNING LAW
    Disputes which cannot be settled amicably will be, governed by the laws of
    California and controlling US Federal law. Choice of law rules of any
    jurisdiction and the United Nations Convention on Contracts for the
    International Sale of Goods will not apply.
   20. ENTIRE AGREEMENT
   20.1  An Agreement (which includes the applicable Exhibit) is the parties'
         entire agreement relating to its subject matter. It cancels and
         supersedes all prior or contemporaneous oral or written communications,
         proposals, conditions, representations and warranties and prevails over
         any conflicting or additional terms of any quote, order,
         acknowledgment, or other communication between the parties relating to
         its subject matter.
   20.2  No Modification to the Agreement will be binding, unless in writing and
         signed by an authorized representative of each party.
   20.3  The provisions of this Agreement are not altered by the terms and
         conditions of any other agreement Partner may have with Sun.
   21. SURVIVAL
   Rights and obligations under this Agreement, which by their nature should
   survive, will remain in effect after termination or expiration.


IN WITNESS WHEREOF THE DUTY AUTHORIZED REPRESENTATIVES OF THE PARTIES HAVE
EXECUTED THESE MASTER TERMS AS OF THE EFFECTIVE DATE.


   SUN MICROSYSTEMS, INC                    PARTNER
   BY: Joe Womack                           BY: John Howlett
   TITLE: VP Americas eSun Partner Sales    TITLE: CEO
   DATE: 4-10-2000                          DATE: 4-6-2000




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                                                           Sun Channel Agreement
                                                             ID#: CS-US-004194-R

                                    Exhibit A
                                Software Products
                                    (Partner)

This SMI Software Exhibit ("Software Exhibit") between Sun Microsystems, Inc.
and Partner is an attachment to the Master Terms between Sun and Partner and is
effective as of the date of execution by Sun ("Exhibit Effective Date). The
Master Terms are an integral part or this Software Exhibit and are incorporated
by reference herein.

1. DEFINITIONS
   1.1   "BCL" means the Sun binary code license contained in Software or
         related documentation.
   1.2   "Channel Web" means Sun's proprietary software channel information
         system."
   1.3   "End User" means the entity licensed to use Software under a BCL. If
         End User is a corporation or other entity, then, for license fee
         purposes, "End User" includes each individual within such corporation
         or entity licensed to use Software under the BCL.
   1.4   "Error" means any reproducible failure of Software to perform its
         intended function or any significant inaccuracy in its related
         documentation.
   1.5   "Error Correction" means a modification, procedure, patch or routine
         intended to correct the practical adverse effect of an Error.
   1.6   "Fees" means the fees set forth in the Price List.
   1.7   "Guide" means the Sun Channel Program Guide or Guides relating to
         Software ordered under this Software Exhibit.
   1.8   "NFR Software" means Software designated on the Channel Web as "not for
         resale" software.
   1.9   "Price List" means the applicable Sun Price List current at the time of
         execution of this Software Exhibit and any subsequent price changes
         made by Sun under Section 3.4 of this Software Exhibit.
   1.10  "Software", in addition to the definition in the Master Terms, includes
         Error Corrections, Upgrades, NFR Software and Subscription Kits.
   1.11  "Software Release" means a release of Software that is designated by
         Sun in its sole discretion by a change in the digit(s) to the left of
         the decimal point in die Software version number [(x),x, x].
   1.12  "Subscription Kit" means tangible or electronically downloadable
         materials designated in the Price List as a Sun Software Subscription
         Program Product and delivered in kit form.
   1.13  "Territory" means the countries or geographic regions identified in
         Schedule 1 to this Software Exhibit
   1.14  "Update" means a release of a Software that is designated by Sun in its
         sole discretion by a change in the digit(s) to the right of the tenths
         digit in the Software version number [x, x, (x)].
   1.15  "Upgrade" means Updates, Version Releases, or Software Releases that
         Sun makes generally commercially available.
   1.6   "Version Release" means a release of a Software that is designated by
         Sun in its sole discretion by a change in the tenths digit in the
         Software version number [x,(x),x].

2. APPOINTMENT OF PARTNER

2.1  Appointment. Sun appoints Partner as a nonexclusive "Authorized Software
     Enterprise Partner" and grants Partner the nonexclusive and nontransferable
     right to distribute Software to End Users in the Territory. Sun will
     segregate Software into product specialty categories and provide Partner
     with written notice of these categories. Certain Software, as identified in
     the Guide, may only be purchased from Sun Authorized Distributors. Partner
     will not advertise, sell, lease or ship Software outside the Territory
     without Sun's prior written consent. Partner may not open Software prior to
     delivery to End Users.
2.2  Guide. The Guide sets forth additional terms and information concerning
     special promotions and programs relating to the Sun Software Channel
     Program. Partner may participate in these promotions and programs, provided
     that Partner is in compliance with its other obligations under the
     Agreement, and any other agreement with Sun or its affiliated companies,
     including payment and reporting obligations. Sun has the right to change
     the Guide at any time without notice. Changes to the Guide may be provided
     via the Channel Web and Partner agrees to be bound by these changes. For
     partners who do not have regular access to the internet and Channel Web,
     printed copies of changes to the Guide will be provided by Sun upon written
     request.
2.3  Obligations. Partner agrees to: (a) actively market and support Software;
     (b) follow up on any leads provided by Sun (which will be considered Sun
     Confidential Information); (c) ensure that the marketing and support
     efforts for Software are conducted by identified and trained personnel
     within Partner who have knowledge of Software and meet the training
     requirements in the Guide; (d) provide Sun on a quarterly basis with a
     relationship planning document as described in the Guide; and (e) not
     misrepresent Software or make any representation or warranty inconsistent
     with the Master Terms, this Software Exhibit or a BCL.
3.  COMMERCIAL TERMS
3.1  Direct Purchases Only. Commercial terms for Partners who purchase Software
     from a Sun Authorized Distributor will be determined in Partner's agreement
     with such Distributor. This Section 3 applies only to Partners purchase of
     Software directly from Sun.
3.2  Reporting. Partner will provide to Sun a written point-of-sale report by
     the fifth (5th) working day of each month that includes the name and
     address of each End User, dollar volume, type and quantity of Software
     distributed and other information described in the Guide. Partner
     acknowledges that it will not receive marketing funds unless it has met all
     point-of-sale requirements. In addition, on the first business day of each
     calendar quarter, Partner will provide Sun a rolling six (6) month
     non-binding forecast of Partner's annual projected shipments for each
     Software distributed under this Agreement. With each forecast, Partner will
     also provide a completed relationship management document as described in
     the Guide. Upon request, Partner will provide Sun with audited financial
     statements.
3.3  Returns. Commencing on the Exhibit Effective Date, on a quarterly basis
     Partner may request to return for credit, a quantity

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     of software (other than NFR Software) the net Fees for which will not
     exceed ten percent (10%) of the cumulative net Fees for Software shipped to
     Partner during the immediately preceding quarter. Before returning any
     Software, partner must obtain from Sun a "Return Material Authorization"
     (RMA). Partner must place an offsetting order with Sun for Software of
     dollar value at least equal to any credit issued hereunder. No more than
     one percent (1%) of all returned Software may be in opened packages.
     Partner may not deduct the amount of any credit from outstanding invoices.
     Partner will be responsible for paying all freight and shipping charges for
     Software returned under this Section 3.3. Stock rotation 18 not available
     for discontinued Software.
3.4  Payments. For all Software purchased under this Software Exhibit, Partner
     will pay Sun an amount equal to the Fee, less the applicable discount set
     forth in Schedule 1.
3.5  Price Changes. Sun reserves the right to change the Price List, discounts
     and Fees for any Software at any time without approval of Partner. Changes
     which result in a decrease in Fees will take effect immediately upon
     announcement. In the event of a change which increases Fees, Sun will
     provide Partner with thirty (30) days prior written notice. If, during the
     term of this software Exhibit, Sun decreases the Fee for any Software,
     partner will be entitled to a credit toward new orders for any software
     placed within thirty (30) days after announcement by Sun. This credit will
     be equal to the difference between the new Fee and the Fee paid by Partner
     less any previous credits provided, for the affected Software multiplied by
     the quantity of that Software in Partner's inventory as of the date of the
     announcement. In order to claim this credit, Partner must, within thirty
     (30) days of announcement of a change which decreases Fees, supply Sun with
     a written report including: (a) the identification of all affected Software
     which were in Partners inventory immediately prior to announcement of the
     decrease; (b) the net Fee for this Software before and after the decrease
     and (c) other information as Sun may reasonably request. Sun will issue the
     credit to Partner within sixty (60) days from the date Sun receives the
     report. All orders for Software scheduled for shipment or in transit to
     Partner at the time of the announcement will be adjusted to the decreased
     Fee.
3.6  Delivery and Title. Software purchase orders will be submitted to Sun by
     Partner under the terms of this software Exhibit and subject to a minimum
     of Five Thousand Dollars ($5,000) per order. Sun will deliver Software Ex
     Works, Sun facilities. Partner assumes all risk of loss or damage upon
     delivery of Software. Partner acknowledges that it does not take title to
     Software, with the exception of media and printed materials, but rather
     licenses Software under the terms of this Agreement.
3.7  Updates, Version Releases and Software Releases. Fees are for the Software
     releases current as of the Effective Date. Except as provided in Section 4
     of this Software Exhibit, Updates, Version Releases and Software Releases
     may require additional payment and be subject to additional terms. Sun may,
     without Partner's approval and without incurring any liability to Partner,
     modify Software or discontinue its manufacture, sale or support upon thirty
     (30) days prior written notice to Partner.

4. UPGRADES AND OBSOLESCENCE
   4.1 Direct Purchases Only. This Section 4 applies only to Partner's purchase
       of Software directly from Sun.
   4.2 Upgrades. Subject to the terms below, Partner may upgrade unopened
       Software in its inventory before the date Sun commences shipment of a new
       Upgrade ("Commencement Date").
       (a) Updates from the immediately proceeding Update version will be
       provided to Partner at no charge.
       (b) Upgrades to a Version Release or Software Release from the
       immediately preceding Version Release or Software Release will be
       provided to Partner at no charge unless Sun increases its Fees for the
       new release. If Sun increases its Fees, the new release will be made
       available to Partner at the incremental price difference between the
       original Fee paid by Partner and the Fee for the new release.
       (c) To receive Upgrades under this Section 4, Partner must provide Sun
       with a written request for the Upgrade, obtain an RMA and return to Sun
       all Software to be upgraded. Partner will pay all shipping charges for
       returned Software and Upgrades ordered under this Section 4. Sun will
       credit Partner with the total amount Partner paid for the returned
       Software if the return is accompanied by a firm order for the immediate
       delivery of Upgrades whose total payment amount at least equals that of
       the returned Software. Partner Is limited to two (2) upgrade requests for
       each Update, Version Release and Software Release. The first request must
       be received by Sun within thirty (30) days of the Commencement Date and
       the second request within ninety (90) days of the Commencement Date. If
       Partner fails to make the requests within the time frame described,
       Partner will no longer have the right to upgrade Software under this
       Section 4.
       (d) For a period of ninety (90) days after Sun discontinues offering
       Software, Partner will have the right, shipping prepaid and retaining all
       risk of loss, to return the unopened discontinued Software to Sun. Sun
       will credit Partner with the total amount Partner paid for the
       discontinued Software if the return is accompanied by a firm order for
       the immediate delivery of other Software whose total payment amount at
       least equals that of the returned Software
5. SUBSCRIPTION KITS
5.1    Distribution of Subscription Kits. Sun grants to Partner a
       non-transferable, nonexclusive, limited license to distribute
       Subscription Kits within the Territory. "Subscription Kit" means tangible
       or electronically downloadable materials for Licensed Products designated
       in the applicable Sun price list as a Sun Software Subscription products
       and delivered in a kit form. Subscription Kits contain (i) a certificate
       for the Sun Software Subscription services entitling an End User to
       receive drop-shipments of upgrades for Licensed Products directly from
       Sun; (ii) Sun Software Subscription services program terms; (iii) End
       User registration and acceptance forms to be completed and returned to
       Sun; and (iv) marketing collateral.

                                       2





<PAGE>

5.2  Restrictions. Partner may not open any Subscription Kit prior to delivery
     to End Users. Partner may not sell or distribute Subscription Kits unless
     the End User has first provided satisfactory proof of its license for the
     most current version of the licensed Products. Proof of End User's current
     license will be satisfied by the End User showing Partner copies of its
     license or install disk, cover page of the install disk manual or other
     form of proof satisfactory to Sun that End User is licensed to the current
     version level. Subscription Kits may be purchased only from Authorized
     Distributors or Sun.
5.3  Returns. In the event an End User does not accept the terms provided in the
     Subscription Kit and elects within fifteen (15) days of purchase to return
     the Subscription Kit to Partner, Partner must accept return of the
     Subscription Kit and refund the fees paid by End User. Partner may return,
     shipping prepaid, to the Authorized Distributor from which the Subscription
     Kit was purchased, the Subscription Kit returned by the End User for a
     refund of the fees paid by Partner, provided, however, that: (i) the
     Subscription Kit was properly returned to Partner by the End User within
     fifteen (15) days of its purchase; and (ii) Partner requests and has
     received a Return Material Authorization ("RMA") number from the Authorized
     Distributor within five (5) business days of the subscription Kit's return
     by the End User to Partner.
5.4  Other Programs. Any additional subscription offerings and requirements are
     set forth in the Guide.
6. NOT FOR RESALE SOFTWARE
6.1  Purchase As part of the Sun Software Channel Program, Partner may obtain
     not-for-resale copies of Licensed products ("NFR Software"). Licensed
     Products available as NFR Software are designated on the Channel Web and
     may be ordered only from Authorized Distributors and Sun. Partner may use
     no more than one (1) copy of each NFR Software at each Partner business
     location. Each location at which NFR Software is used must be staffed with
     Partner employees who have met all applicable training, testing and
     authorization requirements set forth in the Guide.
6.2  Labeling and Use. NFR Software must at all times be clearly labeled "Not
     For Resale Software" and may be used only for purposes of internal staff
     training, pre-sales support, Partner demonstrations and Sun approved
     marketing.
6.3  Destruction of NFR Software Partner must destroy all NFR Software: (i) upon
     notice that the NFR Software has been discontinued or is available as a new
     revision release or (ii) if it is no longer being used on a regular basis
     by Partner for the purposes described in Section 6. To obtain new revision
     releases of NFR Software, Partner must provide Authorized Distributor or
     Sun with written certification that the NFR Software has been destroyed.
6.4  Restrictions. Partner may not use the NFR Software for development of
     software programs; nor copy, resell or distribute the NFR Software to any
     third party. In addition to this Section 6, Partner's use of NFR Software
     is further subject to the terms of the BCL which accompanies the software.
7. SUPPORT
     During the term of this Agreement, Partner will provide prospective End
     Users with complete pre-sale support, and End Users with post-sale support
     as provided in the Guide.
8. SUN Software Channel Program Web Site
     Subject to the following, Sun will provide Partner with an account login,
     password and the site URL for the Channel Web.
     8.1 Use of Web Contents. Title to and ownership in all products, including
     software products, documents and other program information contained in
     the Channel Web ("Web Contents") will solely and exclusively be and
     remain in Sun and its licensors. Partner may use Web Contents only for:
     (a) its internal evaluation purposes and (b) at its primary business
     facility. If the software products accessed as part of Web Contents
     contain third party code, Partner's use of the products may be subject to
     additional terms. Partner is not authorized to make any modifications or
     revisions to Web Contents nor distribute Web Contents to any third party.
     Partner will indemnify Sun from all liability, expense, and damage of any
     type arising from Partner's violation of this Section 8.1.
     8.2 No Support for Web Contents. Partner acknowledges that Sun is not
     obligated to make any of Web Contents available as a final Sun product. Sun
     retains the right to make any modifications or changes to Web Contents at
     any time without prior notice to Partner. Web Contents are provided
     strictly on an "AS IS' basis. Partner acknowledges that no support will be
     provided by Sun for the software product(s) contained in the Web Contents.
9. WARRANTIES AND DISCLAIMER
     Sun warrants that for a period of ninety (90) days from Partner's receipt
     of Software provided under this Software Exhibit, the media on which the
     Software is furnished will be free of defects in materials and workmanship
     under normal use. Partner's exclusive remedy and Sun's entire liability
     under this limited warranty will be for Sun to replace the Software media
10. ADDITIONAL LIMITATIONS
     IN NO EVENT WILL ANY ENTITY WORKING WITH SUN ON THE DEVELOPMENT AND SUPPLY
     OF ANY LICENSED PRODUCT OR PART THEREOF BE LIABLE UNDER THIS AGREEMENT.
11. TERM AND TERMINATION.
     This Software Exhibit will commence upon the Software
     Effective Date. Union earlier terminated as provided in the Master Terms,
     this Software Exhibit will remain in effect until the date established in
     the following schedule:

<TABLE>
<CAPTION>
     Effective Date                     Expiration Date
     --------------------------------------------------
     <S>                                <C>
     March 1-August 31                  August 31
     September 1- February 28           February 28
</TABLE>

In WITNESS WHEREOF, the parties have authorized their representatives to execute
this Software Exhibit effective as of the Effective Date written below.

Sun Microsystems                             Partner
Joe Womack                                   John Howlett
VP, Americas, eSun Partner Sales             CEO
2-1-00                                       4-6-00

                                       3






<PAGE>

                                   Schedule 1
                               To Software Exhibit
                                    (Partner)


1. Territory: United States


2. Discount: Discount for Software on the Sun-Netscape Alliance Price List
   shall be thirty-two (32%) off the MSRP as noted on such Price List.








                                       4






<PAGE>

                                           Sun Partner Agreement# CS-US-004194-R

                                  SUN EXHIBIT B
                                EOUIPMENT PROGRAM

This Sun Equipment Exhibit ("Equipment Exhibit") is effective on February 1,
2000 ("Equipment Exhibit Effective Date") between Sun Microsystems Inc. and
Partner, and is an attachment to the Master Terms between Sun and Partner. The
Master Terms are an integral part of this Equipment Exhibit and are incorporated
by reference.

1. DEFINITIONS

   A. "Approved buying and selling locations means those location addresses
      whose identity is set out in Attachment A.
   B. End User means the entity purchasing Equipment for its own use.
   C. "Guide" means the Sun Partner Reference Guide.
   D. "Master Reseller" means a designated Sun Authorized Master Reseller
   E. "Price List" means the applicable Sun Price List current at the time of
      execution of this Equipment Exhibit and any subsequent price change made
      by Sun.
   F. "'Sun Funds" means Sun Enterprise Development Funds.

2.  APPOINTMENT OF PARTNER
    A. Appointment
       (1) Sun appoints Partner as a non-exclusive Partner ("Partner"). Partner
       is authorized to purchase available Product directly from Sun or from its
       designated Master Reseller. Product must be (i) sold, leased or rented
       (collectively referred to as "sold"); (ii) sold directly to End Users via
       personal contact, web or telesales basis; and (iii) installed and
       supported on a face to face basis at an End User site in the United
       States ("Authorized Sale"). Partner is permitted to outsource services up
       to ten percent (10%) of its purchases of Product under this Exhibit B.

       (2)The sale of Products to any entity other than an End User is
       prohibited. The sale of Products to the Federal Government is prohibited
       unless Partner executes a Government System (GSI) Agreement. Partner's
       primary business must at all times be the sale and support of computer
       systems and related services.

    B. Guide. Sun's Partner's policies are detailed in its Partner Reference
       Guide located at http://channel.esun.com/US/. Partner represents that it
       has read the Guide and will comply with all applicable rules and
       procedures. Sun may modify the Guide from time to time upon thirty (30)
       days Notice.

3. SUN FUNDS
Partner will receive from Sun, Sun Funds on certain sales of Products computed
at Sun's list price, excluding Products not purchased for resale and Products
that Partner's Master Reseller did not purchase from Sun. Sun may modify this
Section upon thirty (30) days' Notice.

4. BUSINESS PLAN
Partner has submitted a Business Plan to, and which has been reviewed by Sun
(Attached as Attachment B). Partner has represented to Sun that the Business
Plan accurately reflects the manner in which it intends to market and support
Products. Either party may initiate a review of the accuracy of Partners
Business Plan upon thirty (30) days', notice, provided that Sun shall initiate
no more than one review par calendar quarter.

5. ATTACHMENTS
The Attachments may be modified only upon the mutual consent of the two parties,
except that Sun may modify Attachment C (Object Code License) at any time. The
current version of each Attachment is hereby incorporated by reference.

6. PARTNER'S OBLIGATIONS
A.   Sale and Support. Partner shall use its best efforts to promote the sale of
     Products, and shall purchase and maintain the demonstration equipment
     identified in the Guide for each authorized selling location. Partner shall
     provide to each End User, as detailed in the Guide and the Business Plan;
     (i) complete Pre- and post-Installation support, including complete
     installation, training, and continuous technical service and (ii) hardware
     and software maintenance support. Partner must meet the additional
     Competency requirements detailed in the Guide prior to selling or
     installing Products more than 200 miles from an authorized selling
     location. The sale and direct support of Products must be performed at all
     times by full-time employees who are Sun trained and Sun certified,
     including at least one full time Sun dedicated sales representative and one
     full time Sun dedicated systerns engineer. Training and certification may
     be secured directly from Sun or from any Sun Authorized training provider.
     Sun's support options are set out in the Guide. Certification requirements
     are detailed in the Guide.

B.   Spare Parts. The use of spare parts purchased under the authority granted
     by this Agreement is strictly limited to (i) resale to an Partner's End
     User for internal use, or (ii) the service of Products sold and installed
     by Partner under this Agreement, except that Partner may use such parts to
     service all of an End User's systems if Partner has sold and installed at
     least twenty-five percent (25%) of the systems for which service is being
     provided.

C.   Upgrades. The list price of upgrades is based upon the return to Sun of
     specified parts from the systems being upgraded, as set out in the U.S.
     Price List. Partner is







<PAGE>

     responsible for assuring that the specified parts; are received by Sun
     within thirty (30) days after shipment of the upgrade to Partner. If the
     specified parts are not timely received, Master Reseller or Sun will
     invoice and partner agrees to pay Master Reseller or Sun (net 30 days)
     for the non-returned parts, the difference between the list price of the
     purchased upgrade(s) and the list price of the upgraded system(s) if
     purchased new.

D.   Partner Documentation Business Records, and Reports. Partner shall furnish
     to its End Users at the time of delivery of Products, a sales receipt
     stating the date of sale, and, if applicable, the serial number of Products
     sold. Partner shall, during the term of this Agreement and for five (5)
     years thereafter, keep and maintain complete and accurate business records
     with respect to its purchase and sale of all Products, Including, all
     documents relating to or exchanged between Partner and its End Users,
     Master Partner and Sun. Sun may review these records upon request.

     Partner shall provide monthly Productivity Status Reports ("PSRs") to Sun.
     All PSR reports shall be Java-based PSR reports only, in accordance with
     the Java-based PSA guidelines beginning at url:
     http://channel.sun.com/US/policies/newpsrguide.html. Upon the initial
     failure to timely submit a complete PSR, Sun may cancel Sun Fund accruals
     and suspend participation in other programs. Any subsequent failure to
     remedy or timely submit a PSR may result in immediate termination of this
     Agreement.

E.   Indemnity and insurance. Partner agrees to indemnify and hold Sun harmless
     from and against all claims from Partners End Users or third Parties
     arising out of any acts and/or omissions of Partner or its employees or
     representatives. Partner shall carry liability insurance to protect Sun
     from all such claims, pay the premiums therefore, and deliver to Sun, upon
     request proof of such insurance (which shall require thirty (30) days
     written notice to Sun in event of modification or termination).

F.   Fair Representation. Partner shall display, demonstrate, and represent
     Products fairly and shall make no representations; concerning Sun or its
     Products which are false, misleading, or inconsistent with those
     representations set forth in promotional materials. Literature and manuals
     published and supplied by Sun. Partner shall comply with all applicable
     laws and regulations in performing under this Agreement.

G.   Sun SPARC Only. Except as otherwise provided in writing by Sun, Partner
     shall not sell, lease, or otherwise deal in any product based on SPARC
     Architecture, unless such product (i) is a Sun Product or (ii) is a "laptop
     system". A product is a "laptop" system if it is (i) transportable, (ii)
     battery operated, (iii) under sixteen (16) pounds total weight including
     case, and (iv) packaged without a CRT. Partner is not prohibited by this
     Agreement from selling any product that does not contain the SPARC
     Architecture.

H.   Partner shall purchase all Sun Products for resale directly from Sun or
     from its designated Master Reseller unless an exception is granted by Sun
     In writing. Purchase terms and conditions as may be agreed upon between
     Partner and designated Master Reseller shall govern the purchase of
     Products from the Master Reseller. Sun will permit the reseller to change
     the identity of its designated Master Reseller only once per year, by
     Notice (which shall include the effective date of the transition), during
     the thirty (30) days' period prior to each year's Expiration Date.
No Simultaneous Orders. The Intention of the parties, and the goal at this
Agreement, is that Partner will not issue the same purchase orders for Products
from both Sun and Master Reseller with the intention that one order be cancelled
in favor of the other order. Partner must not issue orders directly to Sun and
to a Master Reseller at the same time for the same Products. Failure to comply
with this section will be considered a material breach, and may result in
immediate termination of the Agreement. This section does not otherwise affect
terms and conditions regarding cancellations of, or changes to, orders that may
exist in the agreement or in any agreement with a Master Reseller.

I. Limited Warranty Partner must provide a warranty to its End Users at least
equivalent to the warranty provided by Sun. Partner agrees to Indemnify Sun for
any liability or damages caused by Partner's provision of any other warranty.

J. Failure to comply with any of the foregoing obligations will constitute a
   material breach of this Agreement.

7. LIMITED WARRANTY
7.1 Partner shall arrange for all End Users to be notified that they will
receive the following warranty ("the Warranty") directly from Sun. This Warranty
will be included in Sun product packaging. The duration of the Warranty,
applicable response times, start dates, and other warranty details are specified
at http://channel.sun.com/service/globalwarranty/ ("the Warranty Web Page") and
are applicable as at the date an order is accepted, or at End User's option, the
Effective Date of this Agreement. Any subsequent changes to Warranty details
specified on the Warranty Web Page will not apply to Products purchased by End
Users prior to any change. Partner is responsible for notifying its end users
that they will receive the following warranty ("the Warranty") directly from
Sun.
7.2  Subject to 7.1 above, Sun warrants that:
(a) The Hardware will be free from defects in materials and workmanship.
(b) The Software will be warranted either according to the warranty set forth in
7.2 (c) below or the warranty set out at the Warranty Web-Page, whichever is
greater, for such software specifically mentioned therein.
(c) the media on which Software is furnished (if any) will, for a period of
ninety (90) days from the date of purchase, as evidenced by a copy of the
receipt, be free from defects in materials and workmanship under normal use.
Except for the foregoing, Software is provided "AS IS."
7.3 Partner's sole and exclusive remedy and Sun's entire liability for breach of
the warranties specified in this Section 7, will be, at Sun's option, the
repair, replacement of, or refund of the actual cost paid for the Products (less
reasonable wear and







<PAGE>


tear) and/or to replace the media for Software or refund the associated license
fee paid.
7.4 This Warranty is contingent upon proper treatment and use of the products
and maintenance of a safe and suitable site. No warranty will apply to any
Product that has been (i) modified, altered or adapted without Sun's written
consent, (ii) maltreated or used in a manner other than in accordance with the
Product manual or, (iii) repaired by any third party in a manner which fails to
meet Sun's maintenance requirements and quality standards. Product problems
attributable to the use of the Products with equipment or software not supplied
or expressly approved by Sun are not covered under warranty. Any services
provided for Product or problems which are out of warranty will be billed for on
a time and materials basis.
8. COMMERCIAL TERMS FOR PRODUCTS
Prices and Discounts. For Products on Sun's then current, applicable U.S.
Computer Systems Price List, Sun agrees to grant to Partner the following
discounts when Partner purchases directly from Sun: thirty-two percent (32%) on
Category A product, twenty-five percent (25%) on Category B Products and
seventeen percent (17%) on Category H Products. Such discounts will not apply to
those Products which are listed as "non-discountable" in the appropriate price
list, nor may they be applied to exceed any listed maximum discount. Such
discounts will apply towards purchase of discountable spare parts, but such
discounts will not apply to Purchases of training, installation (except where
included in the purchase price of the Products), consulting, repairs,
maintenance work or similar services and source code license fees.

Orders and Delivery. When Partner purchases direct from Sun, Partner shall
submit purchase orders in writing or electronically via Sun's eCommerce site in
accordance with the requirements defined on that site. Order acceptance will
only be effective upon issuance of Sun's order acknowledgement. Each order must
be for a minimum of five hundred dollars ($500.00) Sun will use reasonable
efforts to meet target delivery dates identified on the order acknowledgement.
Title to Products (except Software) and risk of loss or damage to Products will
pass to Partner upon shipment, FOB Sun's Product Delivery Center. Sun reserves
the right to make Product substitutions and modifications that do not cause a
material adverse affect in overall Product performance.

Rescheduling and Reconfiguration. Partner may, when purchasing directly from
Sun, reschedule or reconfigure all or part of any specific orders once at no
charge, as long as a "Change Purchase Order" is received by Sun at least thirty
(30) days prior to the scheduled delivery date and the rescheduled delivery do
is within sixty (60) days of the original date. If an order is rescheduled or
reconfigured at Partner's request on any other basis, or if Sun rescheduled the
order because Partner fails to meet an obligation under this Agreement, Sun may
charge Partner a restocking fee equal to ten percent (10%) of the list price of
the rescheduled or reconfigured portion of the order. If Partner refuses
shipment at its requested delivery location, Sun may charge Partner a restocking
fee of twenty-five percent (25%) of the list price of the shipment.
9. ASSIGNMENT OF PURCHASING RIGHTS
Partner may receive an assignment of purchase rights from an approved third
party when the third patty receives a purchase order from its end user so that
Partner may procure Product for said third party. A separate assignment
agreement ("Assignment Agreement") must be signed by Sun, Partner and third
party authorized signatories.
10. TERM AND TERMINATION
Term. This Agreement shall commence on the Equipment Exhibit Effective Date and
shall remain in force until the date established according to the following
schedule:

<TABLE>
<CAPTION>
        Effective Date:        Expiration Date:
                               (of each following year)
<S>                             <C>
March 1 - August 31............. August 31
September 1 - February 28....... February 28
</TABLE>

It shall be automatically renewed on an annual basis thereafter, unless at least
thirty (30) days prior to any year's Expiration Date, Sun or Partner tenders
Notice of Intention not to renew.
11. STATUTE OF LIMITATIONS
No claim or action, regardless of form, arising out of this Agreement may be
brought by either party more than two (2) years after the claim or cause of
action has arisen, or in the case of non-payment, more than two (2) years from
the date payment was due.
12. GOVERNING LAW
Any claim or cause of action must be brought solely and exclusively in the
courts of the state of California.

IN WITNESS WHEREOF, THE DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES HAVE
EXIECUTED THIS AGREEMENT, AS OF THE DATE FIRST ABOVE WRITTEN

Sun Microsystems                                         Partner
Joe Womack                                               John Howlett
VP, Americas, eSun Partner Sales                         CEO
2-1-00                                                   4-6-00







<PAGE>

                                  ATTACHMENT A

                      AUTHORIZED LOCATIONS/MASTER RESELLER

                                  Headquarters

EMTEC, Inc., 817 East Gate Drive, Mt. Laurel, NJ 08054

EMTEC, Inc., 70 Jackson Drive, Cranford, NJ 07016

EMTEC, Inc., 2990 Gateway Drive, Norcross, GA 30071

                                 MASTER RESELLER

                                      MOCA









<PAGE>


                                  ATTACHMENT B


                                  BUSINESS PLAN

                                    Attached







<PAGE>

                                  ATTACHMENT C
                          END USER OBJECT CODE LICENSE

SUN IS WILLING TO LICENSE THE OPERATING SYSTEM SOFTWARE TO YOU ONLY UPON THE
    CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE
    AGREEMENT. READ THE TERMS AND CONDITIONS OF THIS LICENSE CAREFULLY BEFORE
    USING THE SOFTWARE. BY USING THE SOFTWARE, YOU AGREE TO THE TERMS AND
    CONDITIONS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS
    AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE OPERATING SYSTEM SOFTWARE.

    1. License to Use. Customer is granted a non-exclusive and non-transferable
    license ("License") for the use of the applicable Solaris* operating system
    software in machine-readable form, together with accompanying documentation
    ("Software"), by the number of users and with the class of computer hardware
    for which the corresponding fee has been Paid.

    2. License to Develop. In the event that Customer desires to develop
    software programs which incorporate portions of Software ('Developed
    Programs"), the following provisions apply, to the extent applicable:
    Developed Programs are to have an application programming interface that is
    the same as that of Software; fonts within Software are to remain associated
    with their toolkit or server; Developed Programs may be used and
    distributed, but only on computer equipment licensed to utilize Solaris
    operating system software, unless an additional Developer's License
    Agreement has been executed by Sun and Customer, Customer is not licensed to
    develop printing applications or print, unless Customer has secured a valid
    printing license, and Customer agrees to Indemnity, hold harmless and defend
    Sun from and against any claims or suits, including attorneys' fees, which
    arise or result from distribution or use of Developed Programs.

    3. Restrictions. Software is copyrighted and title to all copies is retained
    by Sun and/or its licensors. Customer shall not make copies of Software,
    other than a single copy of Software for archival purposes and, if
    applicable, Customer may, for its internal use only, print the number of
    copies of on-line documentation for which the applicable fee has been paid,
    in which event all proprietary rights notices on Software shall be
    reproduced and applied. Except as specifically authorized in Paragraph 2
    above, Customer shall not modify, decompile, disassemble, decrypt, extract,
    or otherwise reverse engineer Software, except to the extent any of the
    foregoing limitations are unenforceable under applicable law. Software is
    not designed or licensed for use in on-line control equipment in hazardous
    environments such as operation of nuclear facilities, aircraft navigation or
    control, or direct life support machines.

    4. Confidentiality. Software is confidential and proprietary information of
    Sun and/or its licensors. Customer agrees to take adequate steps to protect
    Software from unauthorized disclosure or use.

           5. Warranty. Sun warrants that the media on which Software is
           furnished will be free of defects in materials and workmanship under
           normal use for a period of ninety (90) days from the date of
           purchase, as evidenced by a copy of the receipt. Otherwise, Software
           is provided "'AS IS", without a warranty of any kind. This warranty
           extends only to Customer as the original licensee. Customer's
           exclusive remedy and Sun's entire liability under this warranty will
           be the correction of defects in media or replacement of the media,
           or, if correction or replacement is not reasonably achievable by Sun,
           the refund to Customer of the license fee paid, upon return of
           Software.

           6. Disclaimer of Warranty. EXCEPT AS SPECIFIED IN THIS LICENSE
           AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND
           WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,
           FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY
           EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.

 7. Limitation of Liability. IN NO EVENT WILL SUN BE LIABLE FOR ANY LOST
 REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR
 PUNITIVE DAMAGES HOWEVER CAUSED AND REGUARDLESS OF THEORY OF LIABILITY ARISING
 OUT OF THE USE OF OR INABILITY TO USE SOFTWARE EVEN IF SUN HAS BEEN ADVISED OF
 THE POSSIBILITY OF SUCH DAMAGES. In no event shall Sun's liability to Customer,
 whether in contract. tort (including negligence), or otherwise, exceed the
 license fee paid by Customer for Software. The foregoing limitations shall
 apply even if the above stated warranty falls of its essential purpose.

    8. Termination. This License is effective until terminated. Customer may
    terminate this License at any time by destroying all copies of Software
    including any documentation. This License will terminate immediately without
    notice from Sun if Customer fails to comply with any provision of this
    License. Upon termination, Customer must destroy all copies of Software.

    9. Export Regulations. Software, including technical data, is subject to
    U.S. export control laws, including the U.S. Export Administration Act and
    its associated regulations, and may be subject to export or import
    regulations in other countries. Customer agrees to comply strictly with all
    such regulations and acknowledges that it has the responsibility to obtain
    licenses to export, re-export or import Software.

    10. U.S. Government Restricted Rights. If Customer is acquiring Software
    including accompanying documentation on behalf of the U.S. Government the
    following provisions apply. If Software is supplied to the Department of
    Defense ("DOD"), Software is subject to "Restricted Rights," as that term is
    defined in the DOD Supplement to the Federal Acquisition Regulations
    ("DFAR") In paragraph 252.227-7013(c)(1). If Software is supplied to any
    unit or agency of the United States Government other than DOD, the
    Government's rights in Software will be as defined in paragraph 52.227-1
    9(c)(2) of the Federal Acquisition Regulations ("FAR"). Use, duplication,
    reproduction, or disclosure by the Government is subject to such
    restrictions or successor provisions. Contractor/Manufacturer Is. Sun
    Microsystems Computer Company, 2650 Garcia Ave., Mountain View, CA 94043.

    11. Governing Law. This Agreement is made under, shall be governed by and
    construed in accordance with the laws of the state of California, U.S.A.
    excluding its choice of law provisions.

    12. Integration. This Agreement is the entire agreement between Customer and
    Sun relating to Software and: (i) supersedes all prior or contemporaneous
    oral or written communications, proposals and representations with respect
    to its subject matter, and (ii) prevails over any conflicting or additional
    terms of any quote, order acknowledgement or similar communication between
    the parties during the term of this Agreement. No modification to this
    Agreement will be binding, unless in writing and signed by a duly authorized
    representative of each party.

<TABLE>
<S>                                                              <C>
*Solaris is a registered trademark of Sun Microsystems, Inc.     Part No. 801-3229-10
Sun Microsystems Inc.    Rev.A. May 1994
</TABLE>