<PAGE>   1
                                                                   Exhibit 10.38



                            ASSET PURCHASE AGREEMENT

                                     BETWEEN

                            DECISION ONE CORPORATION

                                       AND

                          NETFRAME SYSTEMS INCORPORATED



<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   PAGE
<S>                                                                                 <C>
ARTICLE I:  PURCHASE AND SALE OF ASSETS..............................................1

         1.1      Assets Subject to Sale.............................................1
         1.2      Assignments of Contracts; Consents.................................2
         1.3      No Liabilities Assumed.............................................2

ARTICLE II:  PURCHASE PRICE..........................................................2

         2.1      Assumption of Liabilities..........................................2
         2.2      Purchase Price.....................................................2

ARTICLE III:  THE CLOSING............................................................4

         3.1      Time and Place of Closing..........................................4
         3.2      Deliverables at the Closing........................................4
         3.3      Further Assurances.................................................5
         3.4      Possession and Control.............................................5
         3.5      Effectiveness of Transactions......................................6

ARTICLE IV:  SELLER'S REPRESENTATIONS AND WARRANTIES.................................6

         4.1      Organization and Standing..........................................6
         4.2      Power and Authority................................................6
         4.3      Authorization......................................................6
         4.4      Binding Agreement..................................................6
         4.5      No Breach or Violation.............................................6
         4.6      Title to Personal Property.........................................7
         4.7      Rights Under Customer Contracts....................................7
         4.8      Litigation.........................................................8
         4.9      Customers..........................................................8
         4.10     Employee Benefit/ERISA Plans.......................................8
         4.11     Assets Needed for Business.........................................8
         4.12     Insurance..........................................................8
         4.13     Consents and Approval..............................................9
         4.14     Tax Matters........................................................9
         4.15     Environmental Health and Safety Matters............................9
         4.16     Validity of Patents/Trademarks/Copyrights..........................9
         4.17     WARN Act Compliance...............................................10
         4.18     Spare Parts Inventory.............................................10
</TABLE>


                                       -i-

<PAGE>   3

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                   PAGE
<S>                                                                                <C>
ARTICLE V:  BUYER REPRESENTATIONS AND WARRANTIES....................................10

         5.1      Power and Authority...............................................10
         5.2      Organization and Standing of Buyer................................10
         5.3      Power and Authority...............................................10
         5.4      Authorization.....................................................10
         5.5      Binding Agreement.................................................10

ARTICLE VI:  INFORMATION AND RECORDS CONCERNING BUSINESS............................11

         6.1      Access to Information and Records Before Closing..................11

ARTICLE VII:  OBLIGATIONS OF THE PARTIES UNTIL CLOSING..............................11

         7.1      Conduct of Business Pending Closing...............................11
         7.2      Pursuit of Third-Party Consents or Approvals......................11
         7.3      Confidentiality...................................................11

ARTICLE VIII:  CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS..........................11

         8.1      Representations and Warranties....................................11
         8.2      Performance of Covenants..........................................12
         8.3      Delivery of Closing Certificate...................................12
         8.4      No Material Changes...............................................12

ARTICLE IX:  CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS...........................12

         9.1      Representations and Warranties....................................12
         9.2      Performance of Covenants..........................................12
         9.3      Delivery of Closing Certificate...................................12

ARTICLE X:  OBLIGATIONS OF PARTIES AFTER CLOSING....................................12

         10.1     Seller's Indemnity................................................12
         10.2     Buyer's Indemnity.................................................13
         10.3     Survival of Indemnities...........................................13
         10.4     Orderly Transition................................................13
         10.5     Seller's Employees................................................13
         10.6     Covenant Not-To-Compete...........................................14
</TABLE>

                                      -ii-

<PAGE>   4

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                   PAGE
<S>                                                                                <C>
         10.8     Filings With Sales Tax Authorities................................14
         10.9     Settlement of Accounts Payable by Seller..........................14
         10.10    Publicity.........................................................15
         10.11    Bulk Sales Act Indemnity..........................................15
         10.12    Enforcement of Restrictive Covenants Against Employees............15
         10.13    License of Technology.............................................15
         10.14    Spare Parts Inventory Level.......................................16
         10.15    Technical Support/Consulting Services by Seller...................16
         10.16    Clarify Software and Database.....................................16
         10.17    Exclusive Warranty Provider; Sale of Spare Parts..................16
         10.18    Accounts Receivable Payment.......................................17
         10.19    Transition Period.................................................17
         10.20    Erosion Caused by Product Replacement.............................17

ARTICLE XI:  TERMINATION............................................................17

         11.1     Termination.......................................................17
         11.2     Effect of Termination.............................................17

ARTICLE XII:  MISCELLANEOUS PROVISIONS..............................................18

         12.1     Survival of Representations and Warranties........................18
         12.2     Costs and Expenses................................................18
         12.3     Finders...........................................................18
         12.4     Assignment........................................................18
         12.5     Effect and Construction of this Agreement.........................18
         12.6     Cooperation.......................................................18
         12.7     Notice............................................................18
         12.8     Waiver, Discharge, Etc............................................19
         12.9     Rights of Persons Not Parties.....................................19
         12.10    Governing Law/Jurisdiction........................................19
</TABLE>



                                      -iii-

<PAGE>   5

                         LIST OF EXHIBITS AND SCHEDULES

<TABLE>
<S>                        <C>                               
Schedule 1.1(b)(i)         -   Fixed Assets

Schedule 1.1(b)(iv)        -   All Agreements to be Assigned to Buyer

Schedule 1.1(b)(v)         -   Spare Parts Inventory

Schedule 4.6(c)            -   Liens on Assets

Schedule 4.7(d)            -   Prepaid Contracts

Schedule 4.9               -   Customers Ceasing to do Business

Schedule 4.16              -   Seller's Patents, Trademarks and Copyrights

Schedule 10.5              -   List of Persons to be Employed by Buyer

Schedule 10.17(a)          -   Seller's Equipment with Remaining Warranty Period and Warranty Rates

Exhibit A                  -   Form of Assignment Agreement

Exhibit B                  -   Form of Bill of Sale

Exhibit C                  -   Form of Seller's Standard Agreement

Exhibit D                  -   Deviations From Seller's Form of Standard Agreement

Exhibit E                  -   Form of Opinion of Seller's Counsel

Exhibit F                  -   Form of Seller's Covenant-Not-To-Compete

Exhibit G                  -   Form of Transition Agreement
                         
                               Officers Certificate
</TABLE>


                                      -iv-

<PAGE>   6
                            ASSET PURCHASE AGREEMENT



         ASSET PURCHASE AGREEMENT ("Agreement") made this 21st day of May, 1997,
between DecisionOne Corporation, a Delaware corporation with its principal place
of business at 50 East Swedesford Road, Frazer, Pennsylvania 19355 ("Buyer"),
and NetFRAME Systems Incorporated, a Delaware corporation with its principal
place of business at 1545 Barber Lane, Milpitas, California 95035 ("Seller").

                                   BACKGROUND

         WHEREAS, Seller is engaged in the business of providing in the United
States and Canada telephone technical support, spare parts exchange and repair
services and training and educational services to end-user and reseller
customers who own or resell multi-processor servers manufactured by Seller which
include Seller's model numbers NF 100/300, NF 200, NF 250/450, NF 400 and NF
8400/8500 (collectively the "Series 8500 Products") (Seller's telephone
technical support spare parts exchange and repair, and educational business for
the Series 8500 Products in the United States and Canada is hereinafter referred
to as the "Service Business"); and

         WHEREAS, Buyer desires to purchase, and Seller desires to sell, all of
the assets of Seller used in the Service Business on the terms and subject to
the conditions of this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, agreements and representations and warranties herein contained,
Seller and Buyer intending to be legally bound, agree as follows:

<PAGE>   7

ARTICLE I: PURCHASE AND SALE OF ASSETS

1.1      Assets Subject to Sale.

                  (a) Subject to the terms and conditions of this Agreement, at
the closing referred to in Section 3.1 hereof (the "Closing"), Seller shall
sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase,
acquire and accept from Seller, Seller's assets and properties (of every kind,
nature and description, personal, tangible or intangible and wherever situated,
whether or not carried on Seller's books) used solely or primarily in connection
with the Service Business as described in Section 1.1(b) below.

                  (b) The Assets primarily used in the Service Business shall
include (i) all items of machinery, equipment, test equipment, and computers,
listed on Schedule 1.1(b)(i) hereto, (ii) the transferable licenses, permits,
approvals and authorizations by governmental authorities related to the
operation of the Service Business, (iii) all records, as referred to in Section
3.2(a), pertaining to the Assets or the Service Business, (iv) all telephone
support, spare parts exchange and spare parts repair agreements listed in 
Schedule 1.1(b)(iv) hereto (the "Customer Contracts"), and (v) all Service 
Business spare parts inventory listed on Schedule 1.1(b)(v) hereto (the "Spare 
Parts Inventory").

                  (c) The sale, conveyance, assignment, transfer and delivery of
the Assets hereunder shall be made free and clear of all liens and encumbrances,
and of all obligations and liabilities of Seller, except as stated in the
Assignment Agreement referred to in Section 3.2(a)(ii).

1.2      Assignments of Contracts; Consents. 

         Seller shall promptly apply for or otherwise seek and use its best
         efforts to obtain all authorizations, consents, waivers and approvals
         as may be required in connection with the assignment of the agreements,
         contracts, commitments, licenses, permits and other rights to be
         assigned hereunder, and shall provide Buyer with copies of all such
         authorizations, consents, waivers and approvals promptly after they
         have been obtained. To the extent that the assignment of any agreement,
         or other right shall require the consent of any other party thereto,
         this Agreement shall not constitute an agreement to assign the same if
         an attempted assignment would constitute a breach thereof. In the event
         that any agreement, or other right, property or asset of Seller cannot
         be effectively transferred to Buyer without the consent of a third
         party, and if at the Closing Buyer shall waive its right to receive
         such consent, Seller shall thereafter be obligated to use its best
         efforts to assure Buyer of the benefits of such agreement, other right,
         property or asset.

                                       2
<PAGE>   8

1.3      No Liabilities Assumed. 

         The parties hereto expressly agree that Buyer assumes no past, or
         future liabilities, obligations or debts of any kind of Seller's
         pursuant to, or as a result of the execution of this Agreement and
         Buyer's purchase of the Assets, except for those obligations assumed by
         Buyer pursuant to the Assignment Agreement in the form attached hereto
         as Exhibit A.

ARTICLE II: PURCHASE PRICE

2.1      Assumption of Liabilities. Subject to the terms and conditions of this
         Agreement, in reliance on Seller's representations, warranties and
         agreements contained herein, and in consideration of, and as partial
         payment for, the sale, conveyance, assignment, transfer and delivery of
         the Assets provided for in Section 1.1 and the covenant not-to-compete
         referred to in Section 10.6 Buyer shall execute and deliver to Seller
         on the Closing Date an instrument of assignment substantially in the
         form of Exhibit A hereto, providing for the assumption by Buyer of
         certain liabilities and obligations of Seller (the "Assignment
         Agreement").

2.2      Purchase Price. 

         The aggregate purchase price (the "Purchase Price") for the Assets
         being sold hereunder is $1,900,000. The aggregate purchase price shall
         be payable by Buyer to Seller as follows:

                  (a)      Purchase Price

<TABLE>
<S>                                                                  <C>       
                           Total Estimated Purchase Price            $1,900,000
                           Less Down Payment -

                           a.  Deferred Revenue as of Closing
                                   (Prepaids)                        $1,620,638*
                                                                     ---------- 
</TABLE>
--------
*     This amount is only an estimate. After Closing the parties shall work
      together to arrive at a mutually agreeable final calculation of the amount
      of deferred revenue with such determination to be made within the thirty
      (30) days following the Closing.

                                       3
<PAGE>   9

         (b)      Payments after Closing. The remaining balance of $279,362
                  (estimate only, subject to adjustment based on final
                  calculation of deferred revenue under Section 2.2(a)) shall be
                  payable by Buyer to Seller, or Seller to Buyer as the case may
                  be, ninety (90) days after Closing, less any adjustments
                  calculated in accordance with Section 2.2(c).

         (c)      Adjustments to Purchase Price. In the event (i) Seller fails
                  to obtain any necessary written consent of any customer under
                  a Customer Contract to the assignment to Buyer of its Customer
                  Contract, (ii) any Customer Contracts listed in Schedule
                  1.1(b)(iv) are cancelled prior to the Closing or notice of
                  cancellation for any customer listed in Schedule 1.1(b)(iv) is
                  received during the thirty (30) day period following the
                  Closing, (the Customer Contracts referred to in subsection
                  (c)(i) and (c)(ii) are hereinafter collectively referred to as
                  the "Cancelled Customer Contracts") or (iii) Buyer enters into
                  new Customer Contracts after the Closing in connection with
                  Buyer's operation of the Service Business (the "New Customer
                  Contracts"), the cash payment due to Seller under Section
                  2.2(b) shall be recalculated as follows:

                  (i)      The Purchase Price shall be recalculated (the
                           "Recalculated Purchase Price") by (A) reducing the
                           Purchase Price by an amount equal to the monthly
                           revenues attributable to the Cancelled Customer
                           Contracts multiplied by 6.0 and then (B) increasing
                           the Purchase Price by an amount equal to the monthly
                           revenues attributable to the New Customer Contracts
                           multiplied by 6.0; and

                  (ii)     The deferred revenue amount set forth in Section
                           2.2(a), as finally determined by Seller and Buyer
                           within the thirty (30) day period following the
                           Closing, shall be reduced (the "Recalculated Deferred
                           Revenue") by the amount of the remaining deferred
                           revenue, if any, attributable to the Cancelled
                           Customer Contracts; and

                  (iii)    The cash payment due to Seller under Section 2.2(b)
                           shall equal the amount of the Recalculated Purchase
                           Price minus the Recalculated Deferred Revenue.


                                       4
<PAGE>   10

ARTICLE III: THE CLOSING

3.1      Time and Place of Closing. 

         The closing ("Closing") shall be held on May 20, 1997 (the "Closing
         Date") and shall be conducted at the offices of Buyer at Frazer,
         Pennsylvania, or if the parties agree, through the exchange of signed
         documents by facsimile with originals to follow by overnight delivery.

3.2      Deliverables at the Closing. 

         At the Closing:

         (a)      Seller shall deliver to Buyer:

                  (i)      Bill of Sale, executed by Seller in the form attached
                           hereto as Exhibit B, conveying to Buyer good and
                           marketable title to the Assets as described in
                           Section 1.1 hereof free and clear of all claims,
                           liens and encumbrances;

                  (ii)     Assignment Agreement executed by Seller in the form
                           attached hereto as Exhibit A relating to all of the
                           agreements listed in Schedule 1.1(b)(iv) hereof;

                  (iii)    the opinion of Seller's counsel, Wilson Sonsini
                           Goodrich & Rosati, Esquire, in the form attached
                           hereto as Exhibit E;

                  (iv)     the closing certificate of Seller called for by
                           Section 8.3;

                  (v)      a copy of Seller's Board of Directors' resolutions
                           authorizing the sale of the Assets pursuant to this
                           Agreement;

                  (vi)     a copy of Seller's Certificate of Incorporation and
                           all amendments thereto, certified by the Secretary of
                           State of Delaware and Good Standing Certificates
                           dated prior to the Closing for the States of
                           California and Delaware;

                  (vii)    Seller's Incumbency Certificate;

                  (viii)   Consents of all customers required under the Customer
                           Contracts and all other persons or entities who are
                           parties to any other contracts and License Agreements
                           to be assigned to Buyer under the Assignment
                           Agreement;

                  (ix)     Documents evidencing the satisfaction of all
                           judgments and liens entered against Seller relating
                           to the Assets;

                                       5
<PAGE>   11

                  (x)      such other instruments or documents as Buyer shall
                           deem necessary or appropriate to vest in Buyer good
                           and marketable title to the Assets free and clear of
                           all claims, liens and encumbrances, including without
                           limitation UCC-3 Release and Termination Statements;

                  (xi)     Seller's executed original counterparts of all
                           agreements, contracts, commitments, licenses, permits
                           and written evidence of rights that are to be
                           assigned to or assumed by Buyer hereunder, with such
                           assignments thereof and consents to be assignment
                           thereof as may be necessary to vest in Buyer the full
                           benefit of such agreements, contracts, commitments,
                           licenses, permits and rights;

                  (xii)    The originals of all customer files, contracts,
                           accounts payable and accounts receivable records used
                           in the operation of the Service Business or
                           pertaining to the Assets or to the Service Business
                           (other than as set forth in Schedule 1.1(a) hereto)
                           (the same being hereinafter referred to collectively,
                           as the "Records"), wherever located, and regardless
                           of whether in the possession of, or owned by Seller.
                           All other computer or hard copy records relating to
                           the Service Business will be made available to Buyer
                           at reasonable times for any reasonable business
                           purpose for a period of five years after the Closing
                           Date;

                  (xiii)   The Covenant-Not-To-Compete required by Section 10.6
                           signed by Seller; and

                  (xiv)    The Transition Agreement required by section 10.19
                           signed by Seller.

         At the Closing:

         (b)      Buyer shall deliver to Seller:

                  (i)      The Assignment Agreement executed by Buyer in the
                           form attached hereto as Exhibit A relating to the
                           agreements to be assigned to Buyer;

                  (ii)     the closing certificate of Buyer called for by
                           Section 9.3 hereof;

                  (iii)    The payment of the amounts to be paid by Buyer at
                           Closing as set forth in Article II.

                                       6
<PAGE>   12

                  (iv)     The Transition Agreement required by Section 10.19
                           signed by Seller.

3.3      Further Assurances. 

         Following the Closing, at the request of Buyer, Seller shall from time
         to time without further consideration, execute and deliver such
         instruments of transfer, conveyance and assignment in addition to those
         delivered pursuant to Section 3.2, and take all such other action as
         may be deemed necessary or appropriate by Buyer to more effectively
         convey, assign and transfer to and vest in Buyer good and marketable
         title to the Assets free and clear of all claims, liens and
         encumbrances, and to put Buyer in possession of the Assets.

3.4      Possession and Control. 

         Simultaneously with the deliveries provided for in Section 3.2, Seller
         shall take all such steps as may be requisite to put Buyer in actual
         possession and operating control of the Assets and the Service Business
         effective 12:01 A.M. May 24, 1997 (the "Effective Time").

3.5      Effectiveness of Transactions. 

         All transactions, deliveries and payments to take place at the Closing
         shall be deemed to take place simultaneously, and no transaction,
         delivery of any opinion, certificate, consent or other document, or
         payment shall be deemed made unless all transactions, deliveries and
         payments at the Closing are completed.

ARTICLE IV: SELLER'S REPRESENTATIONS AND WARRANTIES

In order to induce Buyer to enter into this Agreement, Seller represents and
warrants to and agree with Buyer as follows:

4.1      Organization and Standing. 

         Seller is a corporation validly existing and in good standing under the
         laws of the State of Delaware. Seller has the corporate power and
         authority to own the Assets and to conduct its business as presently
         being conducted by it. Seller is qualified to do business as a foreign
         corporation and is in good standing in all jurisdictions in which the
         nature of its properties and the conduct of its business require it to
         be so qualified.


                                       7
<PAGE>   13

4.2      Power and Authority. 

         Seller has the corporate power and authority to execute, deliver and
         perform this Agreement and to execute, deliver and perform the
         agreements, documents and instruments required to be delivered to Buyer
         at Closing (collectively, the "Transaction Documents").

4.3      Authorization. 

         The execution and delivery of this Agreement and the Transaction
         Documents by Seller and the performance by Seller of its obligations
         hereunder and thereunder have been duly and validly authorized by all
         corporate action necessary including the approval of the Board of
         Directors of Seller.

4.4      Binding Agreement.

         This Agreement has been duly executed and delivered by Seller. This
         Agreement is, and when executed and delivered at the Closing each of
         the Transaction Documents shall be, the legal, valid, and binding
         obligations of Seller, enforceable against Seller in accordance with
         its respective terms, subject only to bankruptcy or similar laws
         affecting the rights of creditors generally.

4.5      No Breach or Violation.

         Neither the execution and delivery of this Agreement or the Transaction
         Documents nor the performance of Seller's obligations hereunder or
         thereunder will result in:

         (i)      a default or any event that, with notice or lapse of time or
                  both would be a default, breach or violation of its
                  Certificate of Incorporation or bylaws, or any lease,
                  contract, indenture or other agreement to which Seller is a
                  party,

         (ii)     an event that would permit any party to terminate any
                  agreement relating to the Service Business; or

         (iii)    the creation or imposition of any lien, charge or encumbrance
                  on any of the Assets.

4.6      Title to Personal Property.

         (a)      Seller will convey to Buyer at Closing good and marketable
                  title to the equipment, inventory, materials, supplies,
                  fixtures, and other tangible personal property of every kind
                  included in the Assets (hereinafter 

                                       8
<PAGE>   14

                  "Tangible Personal Property"), free and clear of all
                  mortgages, security interests, liens, charges, pledges, and
                  encumbrances of any kind.

         (b)      The Tangible Personal Property to be conveyed to Buyer
                  hereunder is generally in good operating condition and repair,
                  ordinary wear and tear excepted.

         (c)      Seller has not (i) subjected the Assets or the Customer
                  Contracts to be assigned to Buyer hereunder to any lien,
                  pledge, mortgage, security interest, conditional sales
                  contract or other encumbrance of any nature whatsoever (other
                  than liens, if any, of current taxes not yet due and payable);
                  or (ii) entered into any transaction affecting the Tangible
                  Personal Property other than in the ordinary course of
                  business.

4.7      Rights Under Customer Contracts.

         (a)      Seller has the power and absolute right to transfer and assign
                  to Buyer, without restriction, all of its right, title and
                  interest in the Customer Contracts, and the revenue stream
                  generated thereby. Such assignment will be effective as
                  against the other parties to such assigned Customer Contracts
                  without the consent of such parties. Each Customer Contract
                  which is so assigned will have not been previously terminated
                  or modified or have had any obligations of the other party
                  thereto waived. Each Customer Contract will have been validly
                  executed by the other party thereto and will constitute a
                  legally binding and effective agreement enforceable in
                  accordance with its terms.

         (b)      All of the written agreements pursuant to which Seller
                  provides service to customers of the Service Business are in
                  the form of the standard agreements set forth in Exhibit C and
                  have no modification or other change that: (i) alters the
                  standard terms and conditions as set forth in the agreement in
                  Exhibit C; or (ii) increases in any way the liability of the
                  party obligated to perform the maintenance services
                  thereunder, except as set forth in Exhibit D.

         (c)      Seller will transfer and assign to Buyer at Closing all of its
                  right, title and interest in and to the Customer Contracts
                  free and clear of all security interests, liens, charges,
                  pledges, set-offs or encumbrances of any kind.

         (d)      There is not any material breach or material default by either
                  Seller, or to the best of Seller's knowledge, any customer in
                  the observance or performance of any term of any Customer
                  Contract to be assigned to Buyer. No payments or charges due
                  under any of the Customer Contracts have been prepaid, except
                  as set forth in Schedule 4.7(d).


                                       9
<PAGE>   15

         (e)      Seller has not:

                  (i)      incurred any liabilities or failed to perform when
                           due any liabilities, the failure of which would cause
                           any actual risk or risk of loss to it of its rights
                           under any of the Customer Contracts; 

                  (ii)     assigned or transferred its interests in any of the
                           Customer Contracts;

                  (iii)    subjected to any lien, pledge, mortgage, security
                           interest, conditional sales contract or other
                           encumbrance of any nature whatsoever (other than
                           liens, if any, of current taxes not yet due and
                           payable) any of the Customer Contracts except as set
                           forth on Schedule 4.6(c).

         (f)      Seller has no knowledge of any fact or circumstance which
                  renders or could render the Customer Contracts less valuable
                  than such Customer Contracts are purported to be.

4.8      Litigation. 

         As relates to and affects the Service Business or the Assets (i) there
         is no suit, action, arbitration, or legal, administrative, or other
         proceeding, or governmental investigation pending or threatened against
         Seller; (ii) Seller is not in default with respect to any order, writ,
         injunction, or decrees of any federal, state, local or foreign court,
         department, agency, or instrumentality, and (iii) Seller is not
         presently engaged in any legal action to recover monies due to them or
         damages sustained by it.

4.9      Customers.

         (a) The customer list set forth in Schedule 1.1(b)(iv) is the complete
         and accurate list of all of its customers having contracts with the
         Service Business as of the date of this Agreement.

         (b) Except as indicated in Schedule 4.9, Seller has no information nor
         are they aware of any facts indicating that any of the customers of the
         Service Business intend to cease doing business with it or materially
         adversely alter the amount of business they are presently doing with
         it. In addition, each contract with the customers listed in Schedule
         1.1(b)(iv) has a minimum non-cancelable term of thirty (30) days.



                                       10
<PAGE>   16

4.10     Employee Benefit/ERISA Plans. 

         Seller represents and warrants that it has complied with, and currently
         is in compliance with, all of its lawful obligations relating to any
         employee benefit/ERISA plans, stock options or ownership plans,
         severance, vacation or other plan operated for or on behalf of its
         employees employed in the Service Business, and that Seller shall
         retain full responsibility for any act or omission to act regarding any
         such employee benefit/ERISA plan it has offered or maintained and for
         legal compliance requirements.

4.11     Assets Needed for Business. 

         Seller is conveying and transferring to Buyer hereunder the Assets
         needed by Buyer to continue the Service Business.

4.12     Insurance. 

         The Assets are adequately insured and Seller will continue to carry its
         existing insurance policies relating to the Service Business until the
         Closing Date.

4.13     Consents and Approval. 

         All necessary consents and approvals of any persons or entities to the
         transactions contemplated by this Agreement, or otherwise pertaining to
         it, have been, or will be obtained by Seller prior to the Closing.

4.14     Tax Matters.

         (a) For purposes of this Section "Taxes" shall mean any federal, state
         or local tax or charge by a taxing authority in respect of income,
         gross receipts, sales, use, franchise, and payroll taxes. As relates to
         the Service Business, Seller has (i) duly and timely filed all returns
         in respect of Taxes and each such return is true, complete and
         accurate; (ii) paid all Taxes shown to have become due pursuant to such
         returns; and (iii) paid, or made adequate provision in its financial
         statements for, any other Taxes (whether or not such Taxes are being
         contested).

         (b) Seller has satisfied all federal, state, local and foreign
         withholding tax requirements including but not limited to income,
         social security and employment tax withholding for employees of the
         Service Business.

4.15     Environmental Health and Safety Matters.

         (i) Seller is in compliance with all federal, state and local laws,
         ordinances, rules, regulations, orders, judgments, decrees or permits
         relating to industrial 

                                       11
<PAGE>   17

         hygiene, human health and the environment relating to its operation of
         the Service Business.

         (ii) No employee of Seller in the Service Business has been harmed or
         alleged any harm by job-site exposure to Hazardous Materials (defined
         to mean any hazardous, toxic or polluting materials, substances or
         wastes, exposure to which is prohibited, limited or regulated by any
         governmental authority). Seller has not received from any governmental
         authority or third party any requests for information, notices of
         claim, demand letters, or other notification that, in connection with
         the conduct of the Service Business, Seller is or will be potentially
         responsible with respect to any investigation or clean-up of Hazardous
         Materials released at any sites or any other claim or demand arising
         out of any release of any Hazardous Materials.

         (iii) There are no Hazardous Materials which are a part of or
         constitute the Assets.

4.16     Validity of Patents/Trademarks/Copyrights. 

         All the patents, trademarks, trade names and registered copyrights
         owned by Seller and used in the Service Business are listed on Schedule
         4.16 hereto and are valid and in good standing. Seller is not
         infringing any patent, trademark, trade name, copyright (or any
         application or registration respecting any thereof) and has not
         misappropriated, and is not using in the conduct of the Service
         Business, any discovery, improvement, process, formula, know-how, trade
         secret, documentation, software, manual, diagnostic, data, plan,
         specification, drawing or the like to which it does not have a
         proprietary right or which infringes the proprietary rights of another
         person, firm, corporation or business entity.

4.17     WARN Act Compliance. 

         To the extent this clause applies to the transaction contemplated by
         this Agreement, Seller has provided a notice to its employees in
         compliance with the Worker Adjustment and Retraining Notification Act
         ("WARN Act") (29 U.S.C.A. Sec. 2101 et seq.) Seller will pay all
         amounts that may be or become due to such employees under the WARN Act
         and Seller's severance policy, except that Seller shall not be
         responsible for any such amounts that become due after the Closing
         solely as a result of Buyer's termination after the Closing of the
         employment of those employees listed on Schedule 10.5 who become
         employees of Buyer.

4.18     Spare Parts Inventory. 

         The Spare Parts Inventory is in good condition and repair, and of a
         good and useable quality and quantity sufficient for the Buyer to
         conduct the Service 

                                       12
<PAGE>   18

         Business in a manner consistent with past practice. Since January 1,
         1997, Seller has continued to purchase or manufacture a quality and
         quantity of spare parts inventory as is consistent with the prior
         practices of Seller and to maintain and otherwise invest in such spare
         parts inventory in a manner consistent with past practices and shall
         continue all such practices up to the Closing.

ARTICLE V: BUYER REPRESENTATIONS AND WARRANTIES

Buyer represents and warrants to Seller as follows:

5.1      Power and Authority. 

         Buyer has the power and authority to execute, deliver and perform this
         Agreement.

5.2      Organization and Standing of Buyer. 

         Buyer is a corporation validly existing and in good standing under the
         laws of the State of Delaware. Buyer has the power and authority to own
         the Assets it is purchasing and to conduct the Service Business it is
         acquiring. Buyer is qualified to do business as a foreign corporation
         in all jurisdictions in which the nature of the properties and the
         conduct of the Service Business being acquired require it to be so
         qualified.

5.3      Power and Authority. 

         Buyer has the corporate power and authority to execute, deliver, and
         perform this Agreement and the Assignment Agreement to be delivered by
         Buyer at the Closing.

5.4      Authorization. 

         The execution and delivery by Buyer of this Agreement and the
         performance of its obligations hereunder have been duly and validly
         authorized by the board of directors of Buyer.

5.5      Binding Agreement.

         This Agreement has been duly executed and delivered by Buyer. This
         Agreement is, and the Assignment Agreement when executed and delivered
         at the Closing hereunder will be, the legal, valid and binding
         obligations of Buyer enforceable against Buyer in accordance with its
         terms, subject only to bankruptcy or similar laws affecting the rights
         of creditors generally and principles governing the availability of
         specific performance.


                                       13
<PAGE>   19

ARTICLE VI: INFORMATION AND RECORDS CONCERNING BUSINESS

6.1      Access to Information and Records Before Closing. 

         Buyer may, prior to the Closing Date, at reasonable times and on
         reasonable notice to Seller, make, or cause to be made, such further
         investigation of the operation and properties of the Service Business
         and its financial and legal condition as Buyer deems necessary or
         advisable to more fully familiarize itself with such properties and
         other matters and Seller agrees to cooperate with Buyer in this regard
         and made its employees available to Buyer for this purpose.

ARTICLE VII: OBLIGATIONS OF THE PARTIES UNTIL CLOSING

7.1      Conduct of Business Pending Closing. 

         Between the date of this Agreement and the Effective Time, Seller will
         conduct the Service Business solely in the ordinary course of business
         consistent with past practice, maintain its corporate existence, and
         not merge or consolidate with or into any other entity, or permit any
         other entity to merge or consolidate with or into it. Seller will use
         its best efforts to ensure the preservation of its present
         relationships with customers, suppliers and other having business
         relationships with the Service Business.

7.2      Pursuit of Third-Party Consents or Approvals.

         Prior to Closing, Seller shall obtain all consents or approvals of
         customers and other third parties necessary for the lawful transfer of
         Assets and assignment of the Customer Contracts and all other licenses
         or agreements to be assigned by Seller to Buyer. Buyer shall cooperate
         with Seller in obtaining all such consents or approvals.

7.3      Confidentiality. 

         Buyer agrees that, unless and until the Closing has been consummated,
         Buyer and its officers, directors, and other representatives will hold
         in strict confidence, and will not use to the detriment of Seller any
         data or information obtained in connection with this transaction or
         Agreement with respect to the Service Business, except insofar as such
         data or information may be required by law to be disclosed. If the
         transaction contemplated by this Agreement is not consummated, Buyer
         will return to Seller all such data or 

                                       14
<PAGE>   20

         information that was made available to Buyer in connection with this
         transaction as Seller may reasonably request, and will hold all such
         data or information, including Seller's customer list, in strict
         confidence and will not use any such information to the detriment of
         Seller.

ARTICLE VIII: CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

Unless waived by Buyer, the obligation of Buyer to consummate the transactions
contemplated hereunder is subject to the fulfillment, prior to or at the
Closing, of each of the following conditions:

8.1      Representations and Warranties. 

         The representations and warranties of Seller contained in this
         Agreement, the Transaction Documents, or in any Exhibit, list,
         certificate or document delivered pursuant to the provisions hereof or
         made available to Buyer shall be true and correct in all material
         respects at and as of the Closing Date as though such representations
         and warranties were made at and as of such time.

8.2      Performance of Covenants. 

         Seller shall have performed or complied with its agreements and
         covenants required by this Agreement and the Transaction Documents to
         be performed or complied with by it prior to or at the Closing.

8.3      Delivery of Closing Certificate. 

         Seller shall have delivered to Buyer a certificate dated the Closing
         Date and signed by its President stating that the conditions set forth
         in Sections 8.1 and 8.2 have been satisfied.

8.4      No Material Changes. 

         During the period from the execution date of this Agreement to the
         Closing Date, there shall not have been any material adverse change in
         the financial condition or the results of operations of the Service
         Business, and Seller shall not have sustained any material loss or
         damage to the Assets, whether or not insured, that materially affects
         its ability to conduct the Service Business.

ARTICLE IX: CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

Unless waived by Seller, the obligation of Seller to consummate the transactions
contemplated hereunder is subject to the fulfillment, prior to or at the
Closing, of each of the following conditions:

                                       15
<PAGE>   21

9.1      Representations and Warranties. 

         The representations and warranties of Buyer in this Agreement, the
         Transaction Documents, or on any Exhibit, list, certificate or document
         delivered pursuant to the provisions hereof shall be true and correct
         in all material respects at and as of the Closing Date as though such
         representations and warranties were made at and as of such time.

9.2      Performance of Covenants. 

         Buyer shall have performed or complied with each of its agreements and
         covenants required by this Agreement and the Transaction Documents to
         be performed or complied with by it prior to or at the Closing.

9.3      Delivery of Closing Certificate. 

         Buyer shall have delivered to Seller a certificate dated the Closing
         Date signed by an authorized representative stating that the conditions
         set forth in Sections 9.1 and 9.2 have been satisfied.

ARTICLE X: OBLIGATIONS OF PARTIES AFTER CLOSING

10.1     Seller's Indemnity. 

         Seller shall indemnify, defend and hold harmless Buyer against, and in
         respect of, any and all claims, demands, losses, costs, expenses,
         obligations, liabilities, and damages, including interest, penalties,
         and reasonable attorneys' fees, that it may incur or suffer, which
         arise, result from, or in any way relate to any breach of, or failure
         by Seller to perform, any of their representations, warranties,
         commitments, covenants, or agreements in this Agreement, in the
         Transaction Documents, or in any certificate, Exhibit, or other
         instrument furnished or to be furnished by Seller under this Agreement.
         In addition and without limitation, the foregoing indemnification shall
         apply in all respects to any claim founded upon an event relating to
         the Service Business which occurred on or prior to the Effective Time
         including without limitation, the repayment of pro rata refunds to a
         customer who cancels its Customer Contract after Closing and request a
         refund of amounts prepaid by such customer prior to Closing.

         Buyer shall promptly notify Seller of the existence of any claim,
         demand, or other matter to which Seller's indemnification obligations
         would apply, and shall give Seller a reasonable opportunity to defend
         the same at their own expense and with counsel of their own selection;
         provided that Buyer shall at all times also have the right to fully
         participate in the defense at its own 

                                       16
<PAGE>   22

         expense. If Seller within a reasonable time after this notice, fail to
         defend, Buyer shall have the right, but not the obligation, to
         undertake the defense of, and to compromise or settle (exercising
         reasonable business judgment), the claim or other matter on behalf, for
         the account, and at the risk, of Seller.

10.2     Buyer's Indemnity. 

         Buyer shall indemnify, defend and hold harmless Seller against, and in
         respect of, any and all claims, demands, losses, costs, expenses,
         obligations, liabilities and damages, including interest, penalties and
         reasonable attorneys' fees, that they may incur or suffer, which arise,
         result from, or in any way relate to any breach of, Buyer's
         representations, warranties, commitments or covenants, or failure by
         Buyer to perform, any of its obligations hereunder or under the
         Assignment Agreement.

         Seller shall promptly notify Buyer of the existence of any claim,
         demand, or other matter to which Buyer's indemnification obligations
         would apply, and shall give Buyer a reasonable opportunity to defend
         the same at Buyer's own expense and with counsel of Buyer's own
         selection; provided that Seller shall at all times also have the right
         to fully participate in the defense at their own expense. If Buyer
         shall, within a reasonable time after this notice, fail to defend,
         Seller shall have the right, but not the obligation, to undertake the
         defense of, and to compromise or settle (exercising reasonable business
         judgment), the claim or other matter on behalf, for the account, and at
         the risk, of Buyer.

10.3     Survival of Indemnities. 

         No claim for indemnification shall be made pursuant to this Article X
         more than two (2) years after the Closing Date.

10.4     Orderly Transition. 

         After the Closing, Seller will cooperate with and assist Buyer to
         effect a smooth and orderly transition of the Service Business and the
         Assets conveyed hereunder.

10.5     Seller's Employees. 

         From and after the Closing, Buyer may offer, but shall be under no
         obligation, to employ certain of Seller's full-time employees. A list
         of these employees and their current salaries is set forth on the
         attached Schedule 10.5. Seller shall retain responsibility for any
         current employees not offered employment with Buyer after the Closing,
         or who are offered such employment and do not accept, and agrees to
         comply with all applicable state and federal laws regarding the
         termination of the employment of such individuals including but 

                                       17
<PAGE>   23

         not limited to obligations arising under the Consolidated Omnibus
         Budget Reconciliation Act of 1985.

         Seller further agrees that any earned or accrued vacation and sick time
         pay owing to those employees set forth on Schedule 10.5 shall be
         reconciled with such employees at or prior to the time of the Closing
         Date and shall be the full and sole responsibility of Seller. The
         parties expressly agree that Buyer assumes no obligation to pay or
         carry over such earned or accrued vacation or sick time to or for the
         employees. Seller agrees to be fully and solely responsible for any
         claim for severance payments made against it or Buyer by the employees
         of the Service Business, whether those employees are offered employment
         by Buyer or not, resulting from the transaction contemplated by this
         Agreement. Seller hereby acknowledges, represents and warrants to Buyer
         that Seller shall remain solely responsible and liable for the
         performance of its obligations to its employees engaged in the Service
         Business under all collective bargaining agreements, employee benefit
         plans, employment agreements and policies and procedures which grant or
         create employee rights, and that Buyer has not agreed with Seller to
         assume, and will not assume any such obligations of Seller.

10.6     Covenant Not-To-Compete. 

         Seller agrees as part of the inducement for Buyer to enter into this
         Agreement, to execute and deliver to Buyer at the Closing a Covenant
         Not-to-Compete substantially in the form of Exhibit F hereto.

10.7     Use of Seller's Name. 

         Seller represents and warrants that after the Closing (i) it will not
         use the name "NetFRAME" or any similar name in connection with the
         offering of any computer maintenance services in competition with the
         Service Business, and (ii) it will not grant the rights to own or use
         such name or any similar name to any third party in connection with any
         computer maintenance business in competition with the Service Business.

         Seller agrees that in the event any third party attempts to use or
         establish legal or equitable rights in the name "NetFRAME" after the
         Closing (except as otherwise permitted under the last paragraph of this
         Section 10.7), Seller will exercise all reasonable efforts, including
         the institution of legal or equitable action, to cause such third party
         to cease and desist in such use or to prevent such third party from
         establishing any legal or equitable rights.

         In the event Seller fails to exercise all reasonable efforts to prevent
         the unauthorized use of the name "NetFRAME", Buyer shall have the right
         to undertake all such reasonable efforts, including the institution of
         legal or equitable action, at the expense of Seller.

                                       18
<PAGE>   24

         Seller hereby grants Buyer the right to refer to the name "NetFRAME" in
         its communications with customers or the public for a period of ninety
         (90) days following the Closing.

         Notwithstanding anything above to the contrary, it is understood and
         agreed that Seller shall not be in violation of this Section 10.7 in
         the event any reseller of Seller's 8500 Products uses or refers to the
         name "NetFRAME"; it being further understood, however, that Seller
         shall request its resellers not to do so.

10.8     Filings With Sales Tax Authorities. 

         Seller agrees that, in connection with the consummation of the
         transactions contemplated by this Agreement, it shall timely file all
         reports and returns as may be required to be filed by it with sales tax
         authorities in all states in which it conducts business on the Closing
         Date.

10.9     Settlement of Accounts Payable by Seller. 

         Seller agrees that promptly after the Closing Date it will, or will
         cause, all of its accounts payable relating to the Service Business to
         be paid or settled in the ordinary course of business, except for
         accounts payable which Seller is contesting as a result of good faith
         disputes.

10.10    Publicity. 

         Buyer and Seller will consult with each other before issuing any press
         release or otherwise making any public statement or disclosure with
         respect to the transactions contemplated herein (including, without
         limitation, disclosure of the purchase price, parties or other terms of
         such transactions), and neither Buyer nor Seller shall issue any such
         press release or make any such statement or disclosure without the
         approval of the other, except that no such approval shall be required
         for disclosures (i) in conjunction with any securities filing or
         shareholder communication, or (ii) to the attorneys and accountants
         representing Buyer or Seller in connection with the transactions
         proposed hereunder.

10.11    Bulk Sales Act Indemnity. 

         Seller agrees to indemnify and hold Buyer harmless for and against all
         damages, liabilities and costs of any kind suffered or incurred by
         Buyer as a result of Seller's failure to comply with the requirements
         of any applicable Bulk Sales Act.

                                       19
<PAGE>   25

10.12    Enforcement of Restrictive Covenants Against Employees. 

         The parties acknowledge and agree that Seller has agreed to assign to
         Buyer pursuant to the Assignment Agreement, among other things, the
         rights of Seller to enforce restrictive covenants entered into between
         Seller and employees of the Service Business who are not employed by
         Buyer after the Closing (the "Former Employees"). Seller agrees to
         assist Buyer in the enforcement of such restrictive covenants against
         the Former Employees, or to institute legal proceedings in Seller's
         name against the Former Employees to enforce such restrictive
         covenants, if requested by Buyer.

10.13    License of Technology. 

         Seller hereby grants to Buyer an exclusive (other than (i) for Seller's
         own use solely in connection with Seller's business outside the United
         States (ii) Licenses granted prior to the date hereof by Seller to
         resellers of Seller's 8500 Products and (iii) Licenses granted prior to
         the date hereof by Seller to customers of Seller who perform
         self-maintenance on Seller's 8500 Products), perpetual, irrevocable,
         royalty-free license to utilize, in the United States and solely in
         connection with the provision of warranty, maintenance, spare parts
         repair and technical support services in the United States, all
         schematics, manuals, engineering documentation and work papers,
         diagnostics, microcode software and documentation required for the
         performance of maintenance, spare parts repair and technical support
         relating to the Series 8500 Products including without limitation the
         equipment covered under the Customer Contracts (all such items being
         herein referred to as "Documentation"). The parties intend the
         aforementioned license to be a technology license within the meaning of
         the federal bankruptcy laws. In addition, Seller shall promptly provide
         Buyer will all newly-developed, updated, revised or modified
         Documentation and all such Documentation shall be included in, and
         subject to, the terms and conditions of the license granted above.
         Also, Buyer may sublicense its rights under such license to third
         parties who perform such services on behalf of Buyer.

         Seller agrees that it shall not grant any License, or otherwise
         transfer, any rights to a third party which are inconsistent with, or
         conflict with, the License granted to Buyer hereunder.

10.14    Spare Parts Inventory Level. 

         If the Spare Parts Inventory delivered by Seller to Buyer on the
         Closing Date is less than the quantity listed on Schedule 1.1(b)(v)
         hereto, then Seller shall deliver the missing quantity of spare parts
         to Buyer within thirty (30) days after Closing.

                                       20
<PAGE>   26

10.15    Technical Support/Consulting Services by Seller. 

         For a period of six (6) months following the Closing (the "Support
         Period"), Seller shall make available at no charge and as needed to
         Buyer technical support services from Seller's escalation call center
         employees located at Milpitas, California. Such services shall be made
         available twenty-four (24) hours per day, seven (7) days a week. In
         addition, Seller agrees that during the Support Period Buyer may use at
         no charge the services of Seller's employee John Hammond for
         engineering support services, or if John Hammond is unavailable,
         another person having comparable experience and expertise. Furthermore,
         Seller shall provide to Buyer at no charge during the Support Period
         one hundred (100) hours of consulting services by employees of Seller
         regarding the processes, techniques, methods, tools etc. used in the
         repair of the Spare Parts Inventory.

10.16    Clarify Software and Database.

         After the Closing, Seller shall permit Buyer to have unlimited use of
         10 seats (Licenses) for the Clarify Software utilized in the Service
         Business at no charge for as long as needed by Buyer in connection with
         Buyer's operation of the Service Business. Also, Seller will allow
         Buyer after the Closing to have access to Seller's database and
         knowledge base (e.g. history of technical support problems with regard
         to the Series 8500 Products) on the Clarify software as needed by Buyer
         until such time as Buyer converts such database information to Buyer's
         computer systems and for a period of one hundred twenty (120) days
         thereafter. In addition, at the time of Closing, Seller shall deliver
         to Buyer a complete copy of such database and shall provide Buyer at no
         charge with an updated database at the end of each calendar quarter
         following the Closing and a final update at the time Buyer converts
         such database information to Buyer's computer systems.

10.17    Exclusive Warranty Provider; Sale of Spare Parts.

         (a)      For a period of five (5) years after the Closing Date (the
                  "Five Year Term"), Seller agrees that Buyer shall be Seller's
                  exclusive provider of warranty, extended warranty, telephone
                  technical support services and educational and training
                  services in the United States for the Series 8500 Products
                  sold by Seller during the Five Year Term, or sold by Seller
                  prior to the Closing which have a remaining warranty period as
                  set forth on Schedule 10.17(a) attached hereto as may be
                  amended upon the mutual agreement of the parties. As
                  compensation for providing such service, Seller shall pay to
                  Buyer the fee set forth in Schedule 10.17(a) hereto.

                                       21
<PAGE>   27

                  Notwithstanding the foregoing, it is understood and agreed
                  that the provision of such services by resellers of Series
                  8500 Products shall not constitute a breach of this Section
                  10.17 by Seller, provided Seller does not directly, or
                  indirectly, assist or support resellers in providing such
                  services unless mutually agreed by Seller and Buyer in
                  writing.

         (b)      During the two (2) year period after the Closing, if requested
                  by Buyer, Seller shall sell to Buyer spare parts for the
                  Series 8500 Products which are necessary for Buyer to perform
                  its obligations under this Agreement at a price equal to
                  Seller's then standard cost.

10.18    Accounts Receivable Payment.

         If either party (or any affiliate thereof) at any time receives any
         funds from any third party that are properly payable to the other
         party, the party receiving such funds shall promptly remit such funds
         to the party entitled to such funds.

10.19    Transition Period. 

         At the Closing, Seller and Buyer shall enter into a Transition Services
         Agreement (the "Transition Agreement") in the form of Exhibit G
         attached hereto regarding Buyer's use of certain of Seller's employees
         and offices following the Closing.

10.20    Erosion Caused by Product Replacement. 

         Seller acknowledges that Buyer has advised Seller of Buyer's concern
         regarding potential cancellations or non-renewals of Customer Contracts
         by customers after the Closing due to customers purchasing equipment
         from Seller or a successor to Seller's business or a permitted assigns
         to this Agreement, or from third parties such as resellers to whom
         Seller has sold equipment to replace the Series 8500 Products covered
         under the Customer Contracts. Therefore, Seller and Buyer agree that if
         during any of the two (2) twelve month periods beginning June 1, 1997
         (each such period hereinafter referred to as a "Measurement Period")
         Buyer has received notices of (i) cancellations or non-renewals of
         Customer Contracts or (ii) the removal of Series 8500 Products from
         coverage under Customer Contracts, due to customers having purchased or
         leased replacement equipment manufactured or sold by Seller, or a
         successor to Seller's business, or a reseller of Seller's Products
         after the Closing which results in Buyer's loss of an aggregate monthly
         revenue (the "Displaced MMC") of more than $60,000 during any such
         Measurement Period, Seller, or the successor to Seller's business, as
         the case may be, shall pay to Buyer within sixty (60) days after
         written notice thereof an amount equal to six (6) times the amount of
         the 

                                       22
<PAGE>   28

         Displaced MMC in excess of $60,000. Seller shall have the right, upon
         reasonable notice to Buyer and during normal business hours, to review
         Buyer's books and records regarding Buyer's calculation of the
         Displaced MMC.

ARTICLE XI: TERMINATION

11.1     Termination. 

         This Agreement may be terminated at any time prior to the time of
         Closing by:

         (a)      Buyer, if the conditions set forth in Article VIII hereof have
                  not been satisfied by the Closing Date:

         (b)      Seller, if the conditions set forth in Article IX hereof have
                  not been satisfied by the Closing Date; or

         (c)      the mutual written consent of Buyer and Seller by each of
                  them.

11.2     Effect of Termination. 

         If a party terminates or all parties terminate this Agreement pursuant
         to Section 11.1 hereof, this Agreement shall become null and void
         without any liability of any party hereunder.

ARTICLE XII: MISCELLANEOUS PROVISIONS

12.1     Survival of Representations and Warranties. 

         All representations and warranties made by each party in this Agreement
         or the Transaction Documents, or in any exhibit, list, certificate or
         document delivered by any such party pursuant thereto shall survive the
         Closing, for a period of two (2) years thereafter, and notwithstanding
         any investigation conducted before or after the Closing or the decision
         of any party to complete the Closing, each party hereto shall be
         entitled to rely upon the representations and warranties of the other
         party set forth herein.

12.2     Costs and Expenses. 

         Except as otherwise expressly provided in this Agreement, each party
         hereto shall bear its own costs and expenses in connection with this
         Agreement and the transactions contemplated hereby.

                                       23
<PAGE>   29

12.3     Finders. 

         No broker or finder has acted for either party in connection with the
         transactions contemplated by this Agreement, and no broker or finder is
         entitled to any broker's or finder's fee or other commission in respect
         thereof based in any way on agreements, understandings, or arrangements
         with Buyer or Seller. Buyer and Seller shall indemnify and hold the
         other harmless from and against any broker's or finder's fee or
         commission arising from or in any way connected with this Agreement or
         the transactions contemplated hereunder.

12.4     Assignment. 

         This Agreement may not be assigned by any party hereto without the
         prior written consent of the other parties hereto. This Agreement shall
         be binding upon and shall inure to the benefit of the parties and their
         respective successors and permitted assigns, including any purchaser of
         the Seller's business or assets. This Agreement is not intended to
         confer upon any person, except the parties hereto, any rights or
         remedies hereunder.

12.5     Effect and Construction of this Agreement.

         This Agreement and the Exhibits hereto embody the entire Agreement and
         understanding of the parties and supersede any and all prior
         agreements, arrangements, and understandings relating to matters
         provided for herein. The captions are for convenience only and will not
         control or affect the meaning or construction of the provisions of this
         Agreement. This Agreement may be executed in one or more counterparts,
         and all such counterparts will constitute one and the same instrument.

12.6     Cooperation. 

         Subject to the terms and conditions herein provided, each of the
         parties hereto shall use its best efforts to take, or cause to be
         taken, such action to execute and deliver, or cause to be executed and
         delivered, such additional documents and instruments and to do, or
         cause to be done, all things necessary, proper or advisable under
         applicable law to consummate and make effective the transactions
         contemplated by this Agreement.

12.7     Notice. 

         All notices required or permitted hereunder shall be in writing and
         shall be deemed to be properly given when personally delivered to the
         party entitled to receive the notice or when sent by facsimile, or
         certified or registered mail, postage prepaid, properly addressed to
         the party entitled to receive such notice at the address stated below:


                                       24
<PAGE>   30

                  If to Seller:     NetFRAME Systems Incorporated
                                    1545 Barber Lane
                                    Milpitas, California 95035
                                    Attn: Mr. Terry Hartsfield
                                          Vice President, Customer Satisfaction
                                          and Chief Quality Officer
                                    Fax:  408-474-4228

                  If to Buyer:      Corporate Development Executive
                                    DecisionOne Corporation
                                    50 East Swedesford Road
                                    Frazer, PA 19355
                                    Fax:  610-296-9746

                  With a copy to:   Vincent M. Dadamo, Esquire
                                    DecisionOne Corporation
                                    50 East Swedesford Road
                                    Frazer, PA 19355
                                    Fax:  610-408-3820

12.8     Waiver, Discharge, Etc.

         This Agreement may not be released, discharged, abandoned, changed or
         modified in any manner, except by an instrument in writing signed on
         behalf of each of the parties hereto by its duly authorized officers or
         representatives. The failure of any party hereto to enforce at any time
         any of the provisions of this Agreement shall in no way be construed to
         be a waiver of any such provision, nor in any way to affect the
         validity of this Agreement or any part hereof.

12.9     Rights of Persons Not Parties. 

         Nothing contained in this Agreement shall be deemed to create rights in
         persons not parties hereto, other than permitted successors and assigns
         of the parties hereto.

12.10    Governing Law/Jurisdiction. 

         This Agreement shall be governed by and construed in accordance with
         the laws of the Commonwealth of Pennsylvania, without regard to its
         conflict of laws principles. Any dispute or claim arising out of or
         relating to this Agreement or any other agreements delivered by the
         parties to each other at the Closing, or breach thereof shall be
         settled solely and exclusively by binding arbitration in the City of
         Philadelphia, PA in accordance with the 

                                       25
<PAGE>   31

         commercial arbitration rules then in effect of the American Arbitration
         Association. The prevailing party in such arbitration shall be entitled
         to recover its reasonable attorney's fees from the other party. Any
         award entered by the arbitrators will be final, binding and
         nonappealable and judgment may be entered by any party in accordance
         with applicable law in any court of competent jurisdiction. This
         arbitration provision will be specifically enforceable. The arbitrators
         will not have the power to direct equitable relief.

         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officers of the parties hereto on the date first above
written.

                               DECISIONONE CORPORATION


                               By: /s/ Tracey Draeger
                                  ---------------------------

                               Title: Corporate Development Executive


                               NETFRAME SYSTEMS INCORPORATED


                               By: /s/ Terry Hartsfield
                                  ---------------------------

                               Title: VP, Customer Satisfaction and Chief
                                        Quality Officer

                                       26
<PAGE>   32
                                   EXHIBIT "A"


                              ASSIGNMENT AGREEMENT


         For and in consideration of DecisionOne Corporation, a Delaware
corporation ("Assignee") agreeing to enter into the Asset Purchase Agreement
dated May __, 1997 and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, NetFRAME Systems Incorporated, a
Delaware corporation with its principal offices at 1545 Barber Lane, Milpitas,
California 95035 ("Assignor") hereby sells, transfers, assigns and sets over to
Assignee all of the Assignor's right, title, and interest in and to those
certain spare parts and technical support agreements and other agreements
entered into between Assignor and its various customers as more fully identified
on Exhibit A hereto (the "Agreements") as they relate solely to the Service
Business (as defined in the Asset Purchase Agreement).

         Assignee hereby accepts the foregoing Assignment and agrees, effective
on May 24, 1997, to perform the terms, covenants and conditions of the
Agreements on the part of the Assignor thereunder to be kept and performed as
they relate solely to the Service Business (as defined in the Asset Purchase
Agreement) arising after May 24, 1997, subject to and in accordance with the
terms and conditions of the Asset Purchase Agreement.

         Executed this 21st day of May 1997.

                                   NetFRAME Systems Incorporated



                                   By:____________________________

                                   Title:_________________________


                                   DECISIONONE CORPORATION



                                   By:____________________________

                                   Title:_________________________
<PAGE>   33
                                   EXHIBIT "B"


                                  BILL OF SALE


KNOW ALL MEN BY THESE PRESENTS:


         That NetFRAME Systems Incorporated, a Delaware corporation, with its
principal offices at 1545 Barber Lane, Milpitas, California 95035 ("Seller"),
for and in consideration of the agreements, and covenants undertaken by
DecisionOne Corporation, a Delaware corporation ("Buyer") pursuant to that
certain Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of
May __, 1997, by and between, Seller and Buyer, and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged by
Seller, does by these presents, sell, transfer, and convey to Buyer all of
Seller's right, title and interest in and to the assets set forth in Exhibit A
attached to this Bill of Sale (the "Assets").

         TO HAVE AND TO HOLD the Assets by Buyer, its successors and assigns for
its or their own use, benefit and behalf forever.

         This Bill of Sale shall be subject to the terms and conditions set
forth in the Asset Purchase Agreement.

         IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the
21st day of May, 1997.


                                     NetFRAME Systems Incorporated



                                     By:_________________________________

                                     Title:______________________________



<PAGE>   34

          Exhibit C - Form of Seller's Standard Maintenance Agreement
<PAGE>   35
[NETFRAME LOGO]
1545 BARBER LANE, MILPITAS, CA  95035
CUSTOMER SELF-MAINTENANCE AGREEMENT
This Agreement is between NetFRAME Systems Incorporated, herein referred to as
"NetFRAME", and _____________________ herein referred to as "Customer".

================================================================================

1.   DESCRIPTION OF SERVICES

1.1  NetSERVICE Customer Self-Maintenance provides remedial telephone assistance
     for NetFRAME Hardware and Software products during the Principal Period of
     Maintenance. In the event that a covered Hardware or Software Product fails
     to operate substantially as described in the user documentation for such
     products, Customer shall report the problem to NetFRAME. Remedial
     maintenance will include actions to verify the problem and to determine
     conditions under which such problems may re-occur. After such verification
     and determination, NetFRAME will promptly provide the appropriate action to
     resolve the problem.

1.2  Calls will be immediately transferred to the first available engineer for
     the fastest possible solution. If immediate access to one of NetFRAME's
     Technical Support engineers is not available, NetFRAME will make every
     effort to respond within one (1) hour of receipt of the call. All service
     requests will follow procedures for problem resolution, escalation
     management, and software problem correction.

1.3  NetFRAME will provide Customer with Returned Material Authorization
     procedures for return of a defective part. If the failed part is covered by
     warranty, then NetFRAME will ship a replacement part via ground
     transportation upon receipt of the defective item. Such replacement part
     may be new or refurbished. If emergency shipment is required, NetFRAME will
     ship the replacement part for next day delivery subject to NetFRAME's
     expedite fees and additional shipping costs.

1.4  NetFRAME will provide telephone support in the general use of the covered
     Hardware Products, Software Products, and specified Third Party Products
     provided that Customer has completed minimum training as described in
     Section 2.1.

1.5  In the event of a catastrophic system down situation that cannot be
     resolved by Customer's support staff NetFRAME may, at its sole discretion,
     send a Technical Support Engineer to the site to resolve the problem. A
     NetFRAME Technical Support Engineer will be dispatched only after all other
     reasonable options have been exhausted. NetFRAME's current charges for such
     consulting services shall apply.

1.6  NetFRAME will make the latest technical information, product and service
     notes with respect to Hardware and Software Products available from time to
     time to Customer via NetFAX, our automated fax back system or NetFRAME's
     Bulletin Board section on CompuServe Information Service. Customer is
     responsible for obtaining a CompuServe account.

1.7  NetFRAME will provide support under this Agreement for Hardware Products
     that have not been obsolete for more than a period of five (5) years since
     the date of obsolescence announced by NetFRAME.

1.8  NetFRAME will provide telephone support under this Agreement for the
     previous Update or Release of a NetFRAME Software Product or Third Party
     Software Product that have not been obsolete for a period of ninety (90)
     days since the FCS Release Date of the current Software Product Update or
     Release, or Third Party Software Product Update or Release.

1.9  NetFRAME reserves the right to exclude from coverage under this Agreement
     any Software or Hardware Products that are modified by Customer, or which
     are used in a manner that is inconsistent with the intended use of such
     products.

2.   CUSTOMER RESPONSIBILITIES

2.1  Customer agrees to perform network troubleshooting and diagnosis of
     NetFRAME Hardware and Software Products, and Third Party Products as
     directed by NetFRAME Technical Support Engineers. In order to perform such
     tasks, Customer agrees to have two (2) employees complete the NetFRAME
     training requirements in addition to training on the Network Operating
     System in use at the site. Such training will be scheduled within thirty
     (30) days of the effective date of this Agreement.

2.2  Should Customer's designated technical contact personnel change during the
     term of this Agreement, Customer agrees that any newly designated contacts
     complete the minimum training within thirty (30) days of such change.

2.3  Customer agrees to either (1) purchase or rent and maintain an on site
     hardware spare parts kit that will be used as needed in the event of a
     hardware failure, and to designate a safe and secure storage area, or (2)
     to make provision for spare parts through NetFRAME's Spares Depot Service.

2.4  In the event that Customer chooses not to maintain spares on site, Customer
     accepts the risk that system downtime may exceed 4 hours. NetFRAME
     recommends on site spares to minimize downtime.

2.5  Customer agrees to maintain a current on site hardware and software
     maintenance agreement that covers non-NetFRAME network hardware and
     software products that shall cover at minimum: same day on site hardware
     problem diagnosis and repair, installation services, and the provision of
     spare parts.

2.6  If any support is provided under the terms of this Agreement and it is
     determined that the reported problem is not the result of an error in a
     NetFRAME provided Software Product or Hardware Product, such remedial
     support may, at NetFRAME's option, be invoiced at Consulting Service rates
     in accordance with the current NetFRAME published price list

NetFRAME and Customer acknowledge that they have read this Agreement, including
any Addenda, understand them and agree to be bound by their terms and conditions
including the terms and conditions contained on the back of this Agreement,
including but not limited to the warranty disclaimer.

CUSTOMER:_________________________       NETFRAME SYSTEMS INCORPORATED
ADDRESS:__________________________       1545 BARBER LANE
        __________________________       MILPITAS, CA  95035
TELEPHONE:________________________       (408) 474-1000
TITLE:____________________________       MANAGER, CUSTOMER SERVICE PROGRAMS
SIGNATURE:________________________       SIGNATURE:____________________________

Customer's signature on this form constitute s acknowledgment and acceptance of
the following terms and conditions, as well as any terms and conditions listed
on the reverse side, which as a whole shall constitute an agreement "Agreement"
between the parties governing the provision of services by NetFRAME for certain
products at Customer's locations

<PAGE>   36

3.   DEFINITIONS

3.1  "Release" shall mean a new version of Software Products or Third Party
     Software Products offering extended capabilities or enhanced performance.

3.2  "System Support Site" shall mean the location where one or more NetFRAME
     Hardware Products are installed.

3.3  "Support Contacts" shall mean the person(s) listed in the Equipment
     Schedule, authorized by Customer to request service from NetFRAME. Customer
     will provide NetFRAME with written notification of any change in the
     designated Support Contacts.

3.4  "Principal Period of Support" shall mean a period of time, 6:00 a.m. to
     6:00 p.m. PT Monday through Friday, unless otherwise specified in the
     applicable Schedule, when support services will be available from NetFRAME.

3.5  "Extended Coverage Options" shall mean optional periods of support that may
     include Monday through Friday, twenty-four (24) hours, or Monday through
     Sunday, twenty-four (24) hours. Access to NetFRAME Technical Support
     Engineers during the Extended Coverage Periods may be via a paging system.
     Additional charges shall apply to Extended Coverage Options.

3.6  "FCS Release Date" shall mean the date that Hardware Products, Software
     Products, and Third Party Software Products are first shipped from NetFRAME
     and the date NetFRAME gives Customer notice of such product.

3.7  "Incident" shall mean a complete support event, including all telephone
     calls, FAXES, and other communications between NetFRAME and Customer until
     the reported problem is resolved. Incidents shall include and begin with
     the first telephone call to NetFRAME for assistance with a technical
     problem related to the Software and Hardware that together comprise the
     fileservers and the network operating system.

4.   TERM

4.1  Upon execution of the Agreement and all applicable Schedule documents by
     Customer and NetFRAME, this Agreement shall become effective on the date
     stated and shall continue for a period of twelve (12) months. This
     Agreement shall automatically renew for an additional twelve (12) months at
     the end of each twelve (12) months unless either party gives the other
     party Notice of Non-renewal at least thirty (30) days in advance of the end
     of the term or any extension thereof. Customer and NetFRAME shall execute
     renewal Schedule forms for the products to be covered for the renewal term
     within thirty (30) days of expiration of the term or any extension thereof.
     NetFRAME shall give Customer written notice of any price increases within
     thirty (30) days of the end of the term or any extension thereof.

5.   CHARGES

5.1  Each Schedule executed by Customer and NetFRAME under this Agreement shall
     list the standard support charges for the listed Software Products and
     Hardware Products and for any required Training Classes. Charges are
     payable annually in advance.

5.2  NetFRAME may change the charges specified in each Schedule after the
     initial one (1) year term of the Schedule. Such new charges shall not
     become effective until thirty (30) days after NetFRAME has given Customer
     written notice of the charges. The new charges shall be specified in a new
     mutually executed Schedule form covering the renewal term. Any new charges
     will not exceed the current published NetFRAME prices for support services
     on the Renewal Date of the original Schedule form.

5.3  Prices listed do not include any applicable taxes.

6.   WARRANTY DISCLAIMER

     NetFRAME will use commercially reasonable efforts to provide the support
     services requested by Customer under this Agreement in a professional and
     workmanlike manner, but NetFRAME cannot guaranty that every question or
     problem raised by Customer will be resolved. NETFRAME MAKES, AND CUSTOMER
     RECEIVES, NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ARISING
     IN ANY WAY OUT OF, RELATED TO, OR UNDER THIS AGREEMENT OR THE PROVISION OF
     MATERIALS OR SERVICES THEREUNDER, AND NETFRAME SPECIFICALLY DISCLAIMS ANY
     IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
<PAGE>   37

7.   LIMITATION OF LIABILITY

     NetFRAME's liability to Customer for loss or damage from any cause
     whatsoever, and regardless of the form of action, whether in contract, in
     tort or under any statute, including negligence and strict liability, shall
     be limited to twelve (12) months' charges at the rate in effect on the date
     the cause of action arose, for the copy of the Hardware Product or Software
     Product that caused the damage or that is the subject matter of the cause
     of action. IN NO EVENT SHALL NETFRAME BE LIABLE FOR ANY COSTS OF
     PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INDIRECT, SPECIAL, OR
     CONSEQUENTIAL DAMAGES SUCH AS LOSS OF DATA, LOSS OF ANTICIPATED PROFITS, OR
     ANY OTHER ECONOMIC LOSS IN CONNECTION WITH OR OTHERWISE ARISING OUT OF THE
     EXISTENCE, FURNISHING, FUNCTION, FAILURE OR CUSTOMER'S USE OF ANY PRODUCT
     OR SERVICES PROVIDED FOR IN THIS AGREEMENT, EVEN IF NETFRAME WAS AWARE OF
     THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER FURTHER AGREES AND ACKNOWLEDGES
     THAT NETFRAME VENDORS/LICENSERS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY
     DAMAGES SUFFERED OR INCURRED BY CUSTOMER, INCLUDING WITHOUT LIMITATION,
     GENERAL, INDIRECT OR CONSEQUENTIAL DAMAGES, PROVIDED THAT THIS LIMITATION
     WITH RESPECT TO NETFRAME'S SUPPLIERS SHALL NOT BE CONSTRUED TO LIMIT OR
     ENLARGE NETFRAME'S LIABILITY.

8.   GENERAL

8.1  EXCUSABLE DELAYS. Neither NetFRAME nor Customer shall be liable or deemed
     to be in default for any delay or failure to perform its obligations (other
     than payment of money due) under this Agreement resulting from events
     beyond its reasonable control and without its fault or negligence, or
     otherwise excusable under applicable law.

8.2  ASSIGNMENT. Customer may not assign this Agreement or any rights herein
     without the prior written consent of NetFRAME. NetFRAME may assign its
     rights herein, but may not, without the prior consent of Customer, delegate
     its obligations hereunder except to a parent or subsidiary of NetFRAME or
     to an entity acquiring substantially all of NetFRAME's business relating to
     the services covered by this Agreement.

8.3  NOTICE. Any notices or consents required or permitted to be given hereunder
     shall be in writing and shall be deemed to have been given when mailed or
     delivered by hand (against receipt) to the address listed in this
     Agreement.

8.4  DEFAULT. If Customer defaults in the performance of any material provision
     of this Agreement and fails to cure such default within sixty (60) days
     from receipt of written notice, NetFRAME shall have the right to suspend
     performance under each applicable Schedule, terminate each applicable
     Schedule, and pursue all remedies at law or in equity. If NetFRAME defaults
     in the performance of any material provision of this Agreement and fails to
     cure such default within sixty (60) days from receipt of written notice,
     Customer shall have the right to terminate each applicable Schedule.

8.5  SEVERABILITY. If any provision of this Agreement is held invalid, illegal
     or unenforceable, the remaining provisions shall in no way be affected or
     impaired thereby.

8.6  GOVERNING LAWS. The validity of this Agreement and the rights, obligations
     and relations of the parties hereunder shall be determined under the
     substantive law of the State of California without reference to conflict of
     laws principles.

8.7  LEGAL ACTION. No action, regardless of form, arising out of the
     transactions under this Agreement, may be brought by either party more than
     two (2) years after the cause action arises.

8.8  ENTIRE AGREEMENT. This Agreement including the Schedules executed hereunder
     constitute the entire agreement between the parties with respect to the
     subject matter thereof and supersedes all proposals oral or written, all
     previous negotiations and all previous communications between the parties
     with respect hereto. Any provisions, terms or conditions of Customer
     purchase orders that are, in any way, inconsistent with or in addition to
     the terms and conditions of this Agreement, except those additional
     provisions specifying shipping instructions, shall not be binding upon
     NetFRAME and shall have no applicability hereunder. No representation or
     promise not specifically stated in this Agreement shall be binding on
     NetFRAME. The terms of this Agreement may not be waived, amended or
     supplemented except in a written addendum executed by NetFRAME and
     Customer. This Agreement and any modifications can only be executed by
     authorized representatives of NetFRAME and Customer.

9.   CUSTOMER RESPONSIBILITIES

9.1  Customer must be licensed to use the respective Software Products, Hardware
     Products and Third Party Products that will be covered by this Agreement.

9.2  Customer will install, or arrange to have installed, new Updates or
     Releases of Software Products within ninety (90) days of receipt.

9.3  Customer acknowledges responsibility for data integrity of Customer's
     NetFRAME systems, and will maintain backups and archival copies of such
     data.

9.4  Customer shall maintain a remote dial-in support capability, and at
     NetFRAME's request permit NetFRAME access to all systems listed in the
     Equipment Schedules for performance of its obligations herein stated.

9.5  Customer shall at all times operate all NetFRAME Hardware Products,
     Software Products and Third Party Products in accordance with all
     specifications and restrictions as specified in the user documentation.

9.6  Customer shall assist NetFRAME in the diagnosis of reported problems by
     performing reasonable hardware or software tests requested by NetFRAME
     Technical Support Engineers.

9.7  Customer shall implement any reasonable repair activity, Update, Release,
     workaround or other solution provided by NetFRAME to address a reported
     problem. Customer's failure to implement such action within thirty (30)
     days after NetFRAME makes such action available will relieve NetFRAME of
     its obligations to provide support for problems that would have been
     corrected by such implementation.

9.8  Customer shall return, upon NetFRAME's request and at Customer's expense,
     any and all equipment or media that may be loaned by NetFRAME to Customer
     pursuant to the support provided under this Agreement.

9.9  All NetFRAME software, third party products and the corresponding systems
     eligible for support under this Agreement must be listed in the applicable
     Schedule. In the event that additional NetFRAME software, third party
     products or hardware are subsequently installed at the System Support Site,
     such additional products and cost of support shall be listed by serial
     number on a mutually executed Schedule. All NetFRAME Hardware Products must
     be listed and covered on an equipment Schedule. Payment for the support of
     additional products will be submitted to NetFRAME before initiating support
     services.
<PAGE>   38

[NETFRAME LOGO]
1545 BARBER LANE, MILPITAS, CA  95035
PARTSDEPOT SUBSCRIPTION AGREEMENT
This Agreement is between NetFRAME Systems Incorporated, herein referred to as
"NetFRAME", and _________________________, herein referred to as "Subscriber".

================================================================================

1.   DESCRIPTION OF SERVICES

1.1  NetFRAME PartsDEPOT subscription provides for locally stocked Service
     Spares Inventory available for service related activities by Subscriber.
     Access is limited to Authorized Callers as listed on a fully executed
     Subscriber Registration form and is available seven days a week,
     twenty-four hours a day, via a NetFRAME provided toll-free telephone
     number. NetFRAME will provide individualized PIN access codes for each
     Authorized Caller.

1.2  When an installed part fails on a registered system, Subscriber will
     request a replacement part from the PartsDEPOT inventory and return the
     failed part to NetFRAME postage prepaid according to NetFRAME's Return
     Material Authorization (RMA) process.

1.3  Depending on the subscription ordered, NetFRAME's PartsDEPOT will deliver a
     replacement item from its Service Spares Inventory according to the
     following guidelines:
         a) Local Subscription -- Subscriber will have access to one PartsDEPOT
            location with parts delivery within four hours if the subscribion is
            within one-hundred (100) miles of the subscribed PartsDEPOT. For 2
            hour Local, delivery will be within 2 hours if the registered
            subscription is within fifty (50) miles of the PartsDEPOT. Delivery
            is based on location and subscription type.
         b) Next Business Day Delivery Subscription -- Subscriber will have
            access to our Central PartsDEPOT location with parts delivery on the
            next business day after Subscriber's call.
         c) National Subscription -- Subscriber will have access to all
            PartsDEPOT locations. Parts delivery will be within four (4) hours
            of Subscriber's call if the delivery location is within one hundred
            (100) miles of a PartsDEPOT. Delivery will be on the next business
            day after Subscriber's call if the delivery location is outside one
            hundred (100) miles of a PartsDEPOT location.

1.4  Invoicing for the ordered part will be governed by the terms of either (a)
     NetFRAME's standard warranty provided with product, (b) NetFRAME's Extended
     Parts Warranty Agreement, or (c) NetFRAME's out-of-warranty repair charges
     in effect.

1.5  Should an item fail that Subscriber has not registered, NetFRAME will make
     every effort to ship a replacement component but is not responsible for
     delays or system downtime. In such event, emergency shipments for next day
     delivery or counter-to-counter are subject to NetFRAME's current expedite
     fees.

2.   SUBSCRIBER RESPONSIBILITIES

2.1  Subscriber agrees to register with NetFRAME each system location and
     configuration that will be covered by this Agreement as a Subscriber
     Registered Site. All systems must be registered and all equipment for a
     system must be identified on the registration.

2.2  Subscriber agrees to provide NetFRAME with a list of Authorized Callers and
     agrees to notify NetFRAME of any changes to its Authorized Users within
     seven (7) days of such change. Subscriber agrees to be responsible for any
     unauthorized usage of assigned PIN numbers.

2.3  All NetFRAME product and third party products eligible for support under
     this Agreement must be listed in the applicable Subscriber Registration.
     Subscriber agrees to notify NetFRAME of any change to the installed
     configuration including upgrades or new installations within seven (7) days
     of the upgrade or installation in order to allow NetFRAME to upgrade the
     PartsDEPOT accordingly.

2.4  Subscriber's signature on this Agreement shall serve as authorization for
     NetFRAME to invoice Subscriber and Subscriber's agreement to pay any
     invoice generated by NetFRAME for services or product delivered under the
     terms of this Agreement. NetFRAME will reference this Agreement's contract
     number instead of a Subscriber Purchase Order on any invoice generated as a
     result of this Agreement. Such invoices shall include:

     a. Repair for any item determined by NetFRAME to be out of warranty b. Any
     defective item not returned to NetFRAME according to NetFRAME's RMA
     procedures c. Requests for delivery of parts outside of the contracted
     service delivery d. Replacement charges for any item found by NetFRAME to
     be damaged e. Attempts to return product of non-NetFRAME origin.

2.5  Subscriber is liable for loss or damage of any PartsDEPOT inventory that is
     in the possession of the customer.

2.6  Subscriber is responsible for all expendable or consumable materials as
     might be necessary for the operation of the NetFRAME equipment. These items
     are not available under the terms of the PartsDEPOT Agreement.

2.7  Subscriber shall at all times operate all NetFRAME and third-party products
     in accordance with all specifications and restrictions as specified in the
     user documentation.

2.8  This Agreement does not entitle Subscriber to remedial technical assistance
     to perform problem diagnostics. Such technical support shall be provided by
     NetFRAME under the terms of either a NetSERVICE Agreement or a Business
     Partner Authorization Agreement.

NetFRAME and Subscriber acknowledge that they have read this Agreement,
including any Addenda, understand them and agree to be bound by their terms and
conditions including the terms and conditions contained on the back of this
Agreement, including but not limited to the warranty disclaimer.

SUBSCRIBER:_______________________       NETFRAME SYSTEMS INCORPORATED
ADDRESS:__________________________       1545 BARBER LANE
        __________________________       MILPITAS, CA  95035
TELEPHONE:________________________       (408) 474-1000
TITLE:____________________________       MANAGER, CUSTOMER SERVICE PROGRAMS
SIGNATURE:________________________       SIGNATURE:____________________________

<PAGE>   39

Subscriber's signatures on the reverse side of this form constitute s
acknowledgment and acceptance of the following terms and conditions, as well as
any terms and conditions listed on the reverse side, which as a whole shall
constitute an agreement "Agreement" between the parties governing the provision
of services by NetFRAME for certain products at Subscriber's locations.

3.   DEFINITIONS:  The following terms may be applicable t to this agreement:

3.1  "Subscriber Registered Site" shall mean Subscribers installed locations and
     NetFRAME equipment configuration as identified on the Subscriber
     Registration Forms.

3.2  "Authorized Caller" shall mean Subscriber employees who are identified by
     Subscriber to act on its behalf in requesting service parts from the
     NetFRAME PartsDEPOT and who have completed NetFRAME Business Partner
     Training. Subscriber will provide NetFRAME with written notification of any
     change in the designated Authorized Caller list. Unless otherwise agreed to
     in writing, no more than four (4) Authorized Callers shall be designated
     for each PartsDEPOT contract.

3.3  "Per Incident Usage Fees" shall mean activity transaction charges
     applicable for each part requested from a NetFRAME PartsDEPOT. that is out
     of warranty.

3.4  "Service Spares Inventory" shall consist of NetFRAME's recommended spares
     inventory based on statistically predicted failure rates for registered
     system configurations.

3.5  "PartsDEPOT" shall mean NetFRAME's  Service Spares Inventory locations.

4.   TERM

4.1  Upon execution of the Agreement and all applicable Registration documents
     by Subscriber and NetFRAME, this Agreement shall become effective on the
     date stated and shall continue for a period of twelve (12) months. This
     Agreement shall automatically renew for additional twelve (12) month
     periods at the end of the initial twelve (12) months unless either party
     gives the other party Notice of Non-renewal at least thirty (30) days in
     advance of the end of the term or any extension thereof. Subscriber and
     NetFRAME shall execute renewal Registration forms for the products to be
     covered for the renewal term within thirty (30) days of expiration of the
     term or any extension thereof. NetFRAME shall give Subscriber written
     notice of any Subscription price increases within thirty (30) days of the
     end of the term or any extension thereof. With thirty (30) days notice,
     NetFRAME reserves the right to adjust the Per Incident fees at any time
     during the term of this Agreement.

5.   CHARGES

5.1  Each Registration executed by Subscriber under this Agreement shall list
     the Hardware Products being covered by this Agreement. Annual Subscription
     Charges are payable annually in advance. Any additional invoices presented
     to Subscriber under this Agreement shall be payable within thirty (30) days
     of issue.

5.2  NetFRAME may change the charges for the Annual Subscription and for per
     incident charges after the initial one (1) year term. Such new charges
     shall not become effective until thirty (30) days after NetFRAME has given
     Subscriber written notice of the charges. Any new charges will not exceed
     the current published NetFRAME prices for support services on the renewal
     date of the original Schedule form.

5.3  Prices listed do not include any applicable taxes.

6.   WARRANTY DISCLAIMER

     NetFRAME will use commercially reasonable efforts to provide the support
     services requested by Subscriber under this Agreement in a professional and
     workmanlike manner, but NetFRAME cannot guarantee that every question or
     problem raised by Subscriber will be resolved. NETFRAME MAKES, AND CUSTOMER
     RECEIVES, NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ARISING
     IN ANY WAY OUT OF, RELATED TO, OR UNDER THIS AGREEMENT OR THE PROVISION OF
     MATERIALS OR SERVICES THEREUNDER, AND NETFRAME SPECIFICALLY DISCLAIMS ANY
     IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
     PARTICULAR PURPOSE.

7.   LIMITATION OF LIABILITY

     NetFRAME's liability to Subscriber for loss or damage from any cause
     whatsoever, and regardless of the form of action, whether in contract, in
     tort or under any statute, including negligence and strict liability, shall
     be limited to twelve (12) months' charges (at the rate in effect on the
     date the cause of action arose) for the copy of the Hardware Product that
     caused the damage or that is the subject matter of the cause of action. IN
     NO EVENT SHALL NETFRAME BE LIABLE FOR ANY COSTS OF PROCUREMENT OF
     SUBSTITUTE GOODS OR SERVICES, OR INDIRECT, SPECIAL, OR CONSEQUENTIAL
     DAMAGES SUCH AS LOSS OF DATA, LOSS OF ANTICIPATED PROFITS, OR ANY OTHER
     ECONOMIC LOSS IN CONNECTION WITH OR OTHERWISE ARISING OUT OF THE EXISTENCE,
     FURNISHING, FUNCTION, FAILURE OR CUSTOMER'S USE OF ANY PRODUCT OR SERVICES
     PROVIDED FOR IN THIS AGREEMENT, EVEN IF NETFRAME WAS AWARE OF THE
     POSSIBILITY OF SUCH DAMAGES. CUSTOMER FURTHER AGREES AND ACKNOWLEDGES THAT
     NETFRAME VENDORS/LICENSERS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DAMAGES
     SUFFERED OR INCURRED BY CUSTOMER, INCLUDING WITHOUT LIMITATION, GENERAL,
     INDIRECT OR CONSEQUENTIAL DAMAGES, PROVIDED THAT THIS LIMITATION WITH
     RESPECT TO NETFRAME'S SUPPLIERS SHALL NOT BE CONSTRUED TO LIMIT OR ENLARGE
     NETFRAME'S LIABILITY.
<PAGE>   40

8.   GENERAL

8.1  EXCUSABLE DELAYS. Neither NetFRAME nor Subscriber shall be liable or deemed
     to be in default for any delay or failure to perform its obligations (other
     than payment of money due) under this Agreement resulting from events
     beyond its reasonable control and without its fault or negligence, or
     otherwise excusable under applicable law.

8.2  ASSIGNMENT. Subscriber may not assign this Agreement or any rights herein
     without the prior written consent of NetFRAME. NetFRAME may assign its
     rights herein, but may not, without the prior consent of Subscriber,
     delegate its obligations hereunder except to a parent or subsidiary of
     NetFRAME or to an entity acquiring substantially all of NetFRAME's business
     relating to the services covered by this Agreement.

8.3  NOTICE. Any notices or consents required or permitted to be given hereunder
     shall be in writing and shall be deemed to have been given when mailed or
     delivered by hand (against receipt) to the address listed in this
     Agreement.

8.4  DEFAULT. If Subscriber defaults in the performance of any material
     provision of this Agreement and fails to cure such default within sixty
     (60) days from receipt of written notice, NetFRAME shall have the right to
     suspend performance under each applicable Schedule, terminate each
     applicable Schedule, and pursue all remedies at law or in equity. If
     NetFRAME defaults in the performance of any material provision of this
     Agreement and fails to cure such default within sixty (60) days from
     receipt of written notice, Subscriber shall have the right to terminate
     each applicable Registration.

8.5  SEVERABILITY. If any provision of this Agreement is held invalid, illegal
     or unenforceable, the remaining provisions shall in no way be affected or
     impaired thereby.

8.6  GOVERNING LAWS. The validity of this Agreement and the rights, obligations
     and relations of the parties hereunder shall be determined under the
     substantive law of the State of California without reference to conflict of
     laws principles.

8.7  LEGAL ACTION. No action, regardless of form, arising out of the
     transactions under this Agreement, may be brought by either party more than
     two (2) years after the cause action arises.

8.8  ENTIRE AGREEMENT. This Agreement including the Registrations executed
     hereunder constitutes the entire agreement between the parties with respect
     to the subject matter thereof and supersedes all proposals oral or written,
     all previous negotiations and all previous communications between the
     parties with respect hereto. Any provisions, terms or conditions of
     Subscriber purchase orders that are, in any way, inconsistent with or in
     addition to the terms and conditions of this Agreement, except those
     additional provisions specifying shipping instructions, shall not be
     binding upon NetFRAME and shall have no applicability hereunder. No
     representation or promise not specifically stated in this Agreement shall
     be binding on NetFRAME. The terms of this Agreement may not be waived,
     amended or supplemented except in a written addendum executed by NetFRAME
     and Subscriber. This Agreement and any modifications can only be executed
     by authorized representatives of NetFRAME and Subscriber.

9.   PROGRAM LIMITATIONS

9.1  This Agreement is limited to product originally purchased or acquired from
     NetFRAME. Any item found to be of non-NetFRAME origination will be returned
     to Subscriber and Subscriber will be invoiced for replacement costs,
     handling and freight.

9.2  PartsDEPOT replacement parts will be new or warranted to be like new.


<PAGE>   41

[NETFRAME LOGO]
1545 BARBER LANE, MILPITAS, CA  94035
NETPHONE SERVICE AGREEMENT
This Agreement is between NetFRAME Systems Incorporated, herein referred to as
"NetFRAME", and ___________________________, herein referred to as "Customer".

================================================================================

1.   DESCRIPTION OF SERVICE

1.1  NetPHONE provides remedial telephone assistance for NetFRAME Hardware and
     Software products during the Principal Period of Maintenance as listed on
     the Equipment Schedule. In the event that a covered Hardware or Software
     Product fails to operate substantially as described in the user
     documentation for such products, Customer shall report the problem to
     NetFRAME. Remedial maintenance will include actions to verify the problem
     and to determine conditions under which such problems may re-occur. After
     such verification and determination, NetFRAME will promptly provide the
     appropriate action to resolve the problem.

1.2  All contract calls will be immediately transferred to the first available
     engineer for the fastest possible solution. If immediate access to one of
     NetFRAME's Technical Support engineers is not available, NetFRAME will make
     every effort to respond within one (1) hour of receipt of the call. All
     service requests will follow procedures for problem resolution, escalation
     management, and software problem correction.

1.3  In addition to remedial telephone support, NetFRAME will provide telephone
     support in the general use of the covered Hardware Products, Software
     Products, and specified Third Party Products, provided that Customer has
     completed training as described in Section 2.1.

1.4  NetFRAME will make the latest technical information, product and service
     notes with respect to Hardware and Software Products available from time to
     time to Customer via NetFAX, our automated fax back system or NetFRAME's
     Bulletin Board section on CompuServe Information Service. Customer is
     responsible for obtaining a CompuServe account.

1.5  NetFRAME will provide telephone support under this Agreement for the
     previous Update or Release of a NetFRAME Software Product or Third Party
     Software Product that have not been obsolete for a period of ninety (90)
     days since the FCS Release Date of the current Software Product Update or
     Release, or Third Party Software Product Update or Release.

1.6  NetFRAME reserves the right to exclude from coverage under this Agreement
     any Hardware or Software Products that are modified by Customer, or which
     are used in a manner that is inconsistent with the intended use of such
     products.

2.   CUSTOMER RESPONSIBILITIES

2.1  Customer agrees to perform network troubleshooting and diagnosis of
     NetFRAME Hardware and Software Products, and Third Party Products as
     directed by NetFRAME Technical Support Engineers. In order to perform such
     tasks, Customer agrees to have a minimum of two (2) employees complete
     NetFRAME training requirements in addition to training on the Network
     Operating System in use at the site. Such training will be completed within
     thirty (30) days of the effective date of this Agreement. Such employees
     will be designated as Customer's Support Contacts.

2.2  Should Customer's designated technical contact personnel change during the
     term of this Agreement, Customer agrees that any newly designated contacts
     complete NetFRAME training within thirty (30) days of such change.

2.3  Customer agrees to maintain in full force and effect, a maintenance
     agreement with an Authorized NetFRAME Service Partner that shall cover at
     minimum: same day on site hardware problem diagnosis and repair,
     installation services, and the provision of spare parts.

2.4  Customer agrees to maintain a current sparing solution and software
     maintenance agreement that covers non-NetFRAME network hardware and
     software products that shall cover at minimum: same day on site hardware
     problem diagnosis and repair, installation services, and the provision of
     spare parts.

2.5  If any support is provided under the terms of this Agreement and it is
     determined that the reported problem is not the result of an error in a
     NetFRAME provided Software Product or Hardware Product, such remedial
     support may, at NetFRAME's option, be invoiced at Consulting Service rates
     in accordance with the current NetFRAME published price list.

NetFRAME and Customer acknowledge that they have read this Agreement, including
any Addenda, understand them and agree to be bound by their terms and conditions
including the terms and conditions contained on the back of this Agreement,
including but not limited to the warranty disclaimer.

CUSTOMER:_________________________       NETFRAME SYSTEMS INCORPORATED
ADDRESS:__________________________       1545 BARBER LANE
        __________________________       MILPITAS, CA  95035
TELEPHONE:________________________       (408) 474-1000
TITLE:____________________________       MANAGER, CUSTOMER SERVICE PROGRAMS
SIGNATURE:________________________       SIGNATURE:____________________________

<PAGE>   42

Customer's signatures on the reverse side of this form constitute s
acknowledgment and acceptance of the following terms and conditions, as well as
any terms and conditions listed on the reverse side, which as a whole shall
constitute an agreement "Agreement" between the parties governing the provision
of services by NetFRAME for certain products at Customer's locations.

3.   DEFINITIONS: The following terms may be applicable t o this agreement.

3.6  "Release" shall mean a new version of Software Products or Third Party
     Software Products offering extended capabilities or enhanced performance.

3.7  "System Support Site" shall mean the location designated for coverage under
     this Agreement where one or more NetFRAME Hardware Products are installed.

3.8  "Support Contacts" shall mean the person(s) listed in the Equipment
     Schedule authorized by Customer to request service from NetFRAME Customer
     will provide NetFRAME with written notification of any change in the
     designated Support Contacts. Unless otherwise agreed to in writing, no more
     than two (2) Support Contacts shall be designated for each System Support
     Site (one primary and one alternate). Additional charges may apply to
     additional Support Contacts.

3.9  "Principal Period of Support" shall mean a period of time, 6:00 a.m. to
     6:00 p.m. PT Monday through Friday, exclusive of NetFRAME published
     holidays, unless otherwise specified in the applicable Schedule, when
     support services will be available from NetFRAME.

3.10 "Extended Coverage Options" shall mean the optional period of support for
     Monday through Sunday, twenty-four (24) hours. Access to NetFRAME Technical
     Support Engineers during the Extended Coverage Period may be via a paging
     system. Additional charges shall apply to Extended Coverage Option.

3.11 "FCS Release Date" shall mean the date that Hardware Products, Software
     Products, and Third Party Software Products are first shipped from NetFRAME
     and the date NetFRAME gives Customer notice of such product.

3.12 "Incident" shall mean a complete support event, including all telephone
     calls, FAXES, and other communications between NetFRAME and Customer until
     the reported problem is resolved. Incidents shall include and begin with
     the first telephone call to NetFRAME for assistance with a technical
     problem related to the Software and Hardware that together comprise the
     fileservers and the network operating system.

4.   TERM

4.1  Upon execution of the Agreement and all applicable Schedule documents by
     Customer and NetFRAME, this Agreement shall become effective on the date
     stated and shall continue for a period of twelve (12) months. This
     Agreement shall automatically renew for additional twelve (12) months'
     periods at the end of the initial twelve (12) months unless either party
     gives the other party Notice of Non-renewal at least thirty (30) days in
     advance of the end of the term or any extension thereof. Customer and
     NetFRAME shall execute renewal Schedule forms for the products to be
     covered for the renewal term within thirty (30) days of expiration of the
     term or any extension thereof. NetFRAME shall give Customer written notice
     of any price increases within thirty (30) days of the end of the term or
     any extension thereof.

5.   CHARGES

5.1  Each Schedule executed by Customer and NetFRAME under this Agreement shall
     list the standard support charges for the listed Software Products and
     Hardware Products and for any required Training Classes. Charges are
     payable annually in advance.

5.2  NetFRAME may change the charges specified in each Schedule after the
     initial one (1) year term of the Schedule. Such new charges shall become
     effective upon renewal of this Agreement. The new charges shall be
     specified in a new mutually executed Schedule form covering the renewal
     term.

5.3  Prices listed do not include any applicable taxes.

6.   WARRANTY DISCLAIMER

     NetFRAME will use commercially reasonable efforts to provide the support
     services requested by Customer under this Agreement in a professional and
     workmanlike manner, but NetFRAME cannot guaranty that every question or
     problem raised by Customer will be resolved. NETFRAME MAKES, AND CUSTOMER
     RECEIVES, NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ARISING
     IN ANY WAY OUT OF, RELATED TO, OR UNDER THIS AGREEMENT OR THE PROVISION OF
     MATERIALS OR SERVICES THEREUNDER, AND NETFRAME SPECIFICALLY DISCLAIMS ANY
     IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
     PARTICULAR PURPOSE.

7.   LIMITATION OF LIABILITY

     NetFRAME's liability to Customer for loss or damage from any cause
     whatsoever, and regardless of the form of action, whether in contract, in
     tort or under any statute, including negligence and strict liability, shall
     be limited to twelve (12) months' charges (at the rate in effect on the
     date the cause of action arose) for the copy of the Hardware Product or
     Software Product that caused the damage or that is the subject matter of
     the cause of action. IN NO EVENT SHALL NETFRAME BE LIABLE FOR ANY COSTS OF
     PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INDIRECT, SPECIAL, OR
     CONSEQUENTIAL DAMAGES SUCH AS LOSS OF DATA, LOSS OF ANTICIPATED PROFITS, OR
     ANY OTHER ECONOMIC LOSS IN CONNECTION WITH OR OTHERWISE ARISING OUT OF THE
     EXISTENCE, FURNISHING, FUNCTION, FAILURE OR CUSTOMER'S USE OF ANY PRODUCT
     OR SERVICES PROVIDED FOR IN THIS AGREEMENT, EVEN IF NETFRAME WAS AWARE OF
     THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER FURTHER AGREES AND ACKNOWLEDGES
     THAT NETFRAME VENDORS/LICENSERS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY
     DAMAGES SUFFERED OR INCURRED BY CUSTOMER, INCLUDING WITHOUT LIMITATION,
     GENERAL, INDIRECT OR CONSEQUENTIAL DAMAGES, PROVIDED THAT THIS LIMITATION
     WITH RESPECT TO NETFRAME'S SUPPLIERS SHALL NOT BE CONSTRUED TO LIMIT OR
     ENLARGE NETFRAME'S LIABILITY.
<PAGE>   43

8.   GENERAL

8.1  EXCUSABLE DELAYS. Neither NetFRAME nor Customer shall be liable or deemed
     to be in default for any delay or failure to perform its obligations (other
     than payment of money due) under this Agreement resulting from events
     beyond its reasonable control and without its fault or negligence, or
     otherwise excusable under applicable law.

8.2  ASSIGNMENT. Customer may not assign this Agreement or any rights herein
     without the prior written consent of NetFRAME. NetFRAME may assign its
     rights herein, but may not, without the prior consent of Customer, delegate
     its obligations hereunder except to a parent or subsidiary of NetFRAME or
     to an entity acquiring substantially all of NetFRAME's business relating to
     the services covered by this Agreement.

8.3  NOTICE. Any notices or consents required or permitted to be given hereunder
     shall be in writing and shall be deemed to have been given when mailed or
     delivered by hand (against receipt) to the address listed in this
     Agreement.

8.4  DEFAULT. If Customer defaults in the performance of any material provision
     of this Agreement and fails to cure such default within sixty (60) days
     from receipt of written notice, NetFRAME shall have the right to suspend
     performance under each applicable Schedule, terminate each applicable
     Schedule, and pursue all remedies at law or in equity. If NetFRAME defaults
     in the performance of any material provision of this Agreement and fails to
     cure such default within sixty (60) days from receipt of written notice,
     Customer shall have the right to terminate each applicable Schedule.

8.5  SEVERABILITY. If any provision of this Agreement is held invalid, illegal
     or unenforceable, the remaining provisions shall in no way be affected or
     impaired thereby.

8.6  GOVERNING LAWS. The validity of this Agreement and the rights, obligations
     and relations of the parties hereunder shall be determined under the
     substantive law of the State of California without reference to conflict of
     laws principles.

8.7  LEGAL ACTION. No action, regardless of form, arising out of the
     transactions under this Agreement, may be brought by either party more than
     two (2) years after the cause action arises.

8.8  ENTIRE AGREEMENT. This Agreement including Schedules executed hereunder
     constitutes the entire agreement between the parties with respect to the
     subject matter thereof and supersedes all proposals oral or written, all
     previous negotiations and all previous communications between the parties
     with respect hereto. Any provisions, terms or conditions of Customer
     purchase orders that are, in any way, inconsistent with or in addition to
     the terms and conditions of this Agreement, except those additional
     provisions specifying shipping instructions, shall not be binding upon
     NetFRAME and shall have no applicability hereunder. No representation or
     promise not specifically stated in this Agreement shall be binding on
     NetFRAME. The terms of this Agreement may not be waived, amended or
     supplemented except in a written addendum executed by NetFRAME and
     Customer. This Agreement and any modifications can only be executed by
     authorized representatives of NetFRAME and Customer.

9.   ADDITIONAL CUSTOMER RESPONSIBILITIES

9.1  Customer must be licensed to use the respective Software Products, Hardware
     Products and Third Party Products that will be covered by this Agreement.

9.2  Customer will install, or arrange to have installed, new Updates or
     Releases of Software Products within ninety (90) days of receipt.

9.3  Customer acknowledges responsibility for data integrity of Customer's
     NetFRAME systems, and will maintain backups and archival copies of such
     data.

9.4  Customer shall maintain a remote dial-in support capability, and at
     NetFRAME's request permit NetFRAME access to all systems listed in Schedule
     C for performance of its obligations herein stated.

9.5  Customer shall at all times operate all NetFRAME Hardware Products,
     Software Products and Third Party Products in accordance with all
     specifications and restrictions as specified in the user documentation.

9.6  Customer shall assist NetFRAME in the diagnosis of reported problems by
     performing reasonable hardware or software tests requested by NetFRAME
     Technical Support Engineers.

9.7  Customer shall reasonably implement any repair activity, Update, Release,
     workaround or other solution provided by NetFRAME to address a reported
     problem. Customer's failure to implement such action within thirty (30)
     days after NetFRAME makes such action available will relieve NetFRAME of
     its obligations to provide support for problems that would have been
     corrected by such implementation.

9.8  Customer shall return, upon NetFRAME's request and at Customer's expense,
     any and all equipment or media that may be loaned by NetFRAME to Customer
     pursuant to the support provided under this Agreement.

9.9  All NetFRAME software, third party products and the corresponding systems
     eligible for support under this Agreement must be listed in the applicable
     Schedule. In the event that additional NetFRAME software, third party
     products or hardware are subsequently installed at the System Support Site,
     such additional products and cost of support shall be listed by serial
     number on a mutually executed Schedule. Payment for the support of
     additional products will be submitted to NetFRAME before initiating support
     services.

<PAGE>   44

[NETFRAME LOGO]
1545 BARBER LANE, MILPITAS, CA  94035
EXTENDED PARTS WARRANTY AGREEMENT
This Agreement is between NetFRAME Systems Incorporated, herein referred to as
"NetFRAME", and ______________________ herein referred to as "Customer".

================================================================================

1.   DESCRIPTION OF SERVICE

1.1  During the one (1) year Extended Parts Warranty period, NetFRAME will
     repair or replace at its sole option, any defective products or parts at no
     additional charge, provided that the product is returned, shipping prepaid
     and in its original packaging and container, to NetFRAME.

     All parts and products must be returned to NetFRAME in full accordance with
     NetFRAME's Return Materials Procedure.

1.2  NetFRAME will warrant the products covered under this Agreement to be free
     from defects in materials and workmanship for a period of twelve (12)
     months from the date of this Agreement. This warranty is limited to the
     original purchaser ("Purchaser") of the product and is not transferable.
     The replacement equipment may consist of new or refurbished parts or
     components, which are warranted equivalent to new.

1.3  NetFRAME replacement parts will be new or warranted to be like new.

2.   EXCLUSIONS

2.1  This parts warranty does not extend to any products that have been damaged
     as a result of accident, misuse, abuse, transporting without the original
     packaging and container, or as a result of service or modification by
     anyone other than NetFRAME, or NetFRAME's authorized representative.


System(s) Type__________________________________

System(s) S/N(s) ________________________________

End User ______________________________________


3.   CUSTOMER RESPONSIBILITIES

3.1  Customer is responsible for insuring any product so returned and assumes
     the risk of loss during shipping. All replaced parts and products become
     the property of NetFRAME.

3.2  Customer will ship freight pre-paid, the defective component back to
     NetFRAME in Milpitas, CA.

3.3  Customer agrees to perform network troubleshooting and diagnosis of
     NetFRAME Hardware and Software Products, and Third Party Products as
     directed by NetFRAME Technical Support Engineers.

3.4  If Customer requests repair or replacement of any component covered under
     the terms of this Agreement and it is determined that the reported problem
     is not the result of an error in a NetFRAME provided Product, such support
     may, at NetFRAME's option, be invoiced at repair or replacement rates in
     accordance with the current NetFRAME published price list.

3.5  Should Customer request on site Consulting Services, Customer will be
     invoiced at NetFRAME's Consulting Service rates as published in the then
     current price list.

NetFRAME and Customer acknowledge that they have read this Agreement, including
any Addenda, understand them and agree to be bound by their terms and conditions
including the terms and conditions contained on the back of this Agreement,
including but not limited to the warranty disclaimer.

CUSTOMER:_________________________       NETFRAME SYSTEMS INCORPORATED
ADDRESS:__________________________       1545 BARBER LANE
        __________________________       MILPITAS, CA  95035
TELEPHONE:________________________       (408) 474-1000
TITLE:____________________________       MANAGER, CUSTOMER SERVICE PROGRAMS
SIGNATURE:________________________       SIGNATURE:____________________________

<PAGE>   45

Customer's signatures on this form constitute s acknowledgment and acceptance of
the following terms and conditions, as well as any terms and conditions listed
on the reverse side, which as a whole shall constitute an agreement "Agreement"
between the parties governing the provision of services by NetFRAME for certain
products at Customer's locations.

4.   DEFINITIONS:  The following terms may be applicable t o this agreement.

4.6  "Release" shall mean a new version of Software Products or Third Party
     Software Products offering extended capabilities or enhanced performance.

4.7  "System Support Site" shall mean the location where one or more NetFRAME
     Hardware Products are installed.

4.8  "Support Contacts" shall mean the person(s) listed in the Equipment
     Schedule authorized by Customer to request service from NetFRAME Customer
     will provide NetFRAME with written notification of any change in the
     designated Support Contacts. Unless otherwise agreed to in writing, no more
     than two (2) Support Contacts shall be designated for each System Support
     Site (one primary and one alternate).

4.9  "Principal Period of Support" shall mean a period of time, 6:00 a.m. to
     6:00 p.m. PT Monday through Friday, unless otherwise specified in the
     applicable Schedule, when support services will be available from NetFRAME.

4.10 "Extended Coverage Options" shall mean optional periods of support that may
     include Monday through Sunday, twenty-four (24) hours. Access to NetFRAME
     Technical Support Engineers during the Extended Coverage Periods may be via
     a paging system.

     Additional charges shall apply to Extended Coverage Options.

4.11 "FCS Release Date" shall mean the date that Hardware Products, Software
     Products, and Third Party Software Products are first shipped from NetFRAME
     and the date NetFRAME gives Customer notice of such product.

4.12 "Incident" shall mean a complete support event, including all telephone
     calls, FAXES, and other communications between NetFRAME and Customer until
     the reported problem is resolved. Incidents shall include and begin with
     the first telephone call to NetFRAME for assistance with a technical
     problem related to the Software and Hardware that together comprise the
     fileservers and the network operating system.

5.   TERM

5.1  Upon execution of the Agreement and all applicable Schedule documents by
     Customer and NetFRAME, this Agreement shall become effective on the date
     stated and shall continue for a period of twelve (12) months. This
     Agreement shall automatically renew for additional twelve (12) months'
     periods at the end of the initial twelve (12) months unless either party
     gives the other party Notice of Non-renewal at least thirty (30) days in
     advance of the end of the term or any extension thereof. Customer and
     NetFRAME shall execute renewal Schedule forms for the products to be
     covered for the renewal term within thirty (30) days of expiration of the
     term or any extension thereof. NetFRAME shall give Customer written notice
     of any price increases within thirty (30) days of the end of the term or
     any extension thereof.

6.   CHARGES

6.1  Each Schedule executed by Customer and NetFRAME under this Agreement shall
     list the standard support charges for the listed Software Products and
     Hardware Products and for any required Training Classes. Charges are
     payable annually in advance.

6.2  NetFRAME may change the charges specified in each Schedule after the
     initial one (1) year term of the Schedule. Such new charges shall not
     become effective until thirty (30) days after NetFRAME has given Customer
     written notice of the charges. The new charges shall be specified in a new
     mutually executed Schedule form covering the renewal term. Any new charges
     will not exceed the current published NetFRAME prices for support services
     on the Renewal Date of the original Schedule form.

6.3  Prices listed do not include any applicable taxes.

7.   WARRANTY DISCLAIMER

     NetFRAME will use commercially reasonable efforts to provide the support
     services requested by Customer under this Agreement in a professional and
     workmanlike manner, but NetFRAME cannot guaranty that every question or
     problem raised by Customer will be resolved. NETFRAME MAKES, AND CUSTOMER
     RECEIVES, NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, ARISING
     IN ANY WAY OUT OF, RELATED TO, OR UNDER THIS AGREEMENT OR THE PROVISION OF
     MATERIALS OR SERVICES THEREUNDER, AND NETFRAME SPECIFICALLY DISCLAIMS ANY
     IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
     PARTICULAR PURPOSE.

8.   LIMITATION OF LIABILITY

     NetFRAME's liability to Customer for loss or damage from any cause
     whatsoever, and regardless of the form of action, whether in contract, in
     tort or under any statute, including negligence and strict liability, shall
     be limited to twelve (12) months' charges (at the rate in effect on the
     date the cause of action arose) for the copy of the Hardware Product or
     Software Product that caused the damage or that is the subject matter of
     the cause of action. IN NO EVENT SHALL NETFRAME BE LIABLE FOR ANY COSTS OF
     PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INDIRECT, SPECIAL, OR
     CONSEQUENTIAL DAMAGES SUCH AS LOSS OF DATA, LOSS OF ANTICIPATED PROFITS, OR
     ANY OTHER ECONOMIC LOSS IN CONNECTION WITH OR OTHERWISE ARISING OUT OF THE
     EXISTENCE, FURNISHING, FUNCTION, FAILURE OR CUSTOMER'S USE OF ANY PRODUCT
     OR SERVICES PROVIDED FOR IN THIS AGREEMENT, EVEN IF NETFRAME WAS AWARE OF
     THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER FURTHER AGREES AND ACKNOWLEDGES
     THAT NETFRAME VENDORS/LICENSERS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY
     DAMAGES SUFFERED OR INCURRED BY CUSTOMER, INCLUDING WITHOUT LIMITATION,
     GENERAL, INDIRECT OR CONSEQUENTIAL DAMAGES, PROVIDED THAT THIS LIMITATION
     WITH RESPECT TO NETFRAME'S SUPPLIERS SHALL NOT BE CONSTRUED TO LIMIT OR
     ENLARGE NETFRAME'S LIABILITY.
<PAGE>   46

9.   GENERAL

9.1  EXCUSABLE DELAYS. Neither NetFRAME nor Customer shall be liable or deemed
     to be in default for any delay or failure to perform its obligations (other
     than payment of money due) under this Agreement resulting from events
     beyond its reasonable control and without its fault or negligence, or
     otherwise excusable under applicable law.

9.2  ASSIGNMENT. Customer may not assign this Agreement or any rights herein
     without the prior written consent of NetFRAME. NetFRAME may assign its
     rights herein, but may not, without the prior consent of Customer, delegate
     its obligations hereunder except to a parent or subsidiary of NetFRAME or
     to an entity acquiring substantially all of NetFRAME's business relating to
     the services covered by this Agreement.

9.3  NOTICE. Any notices or consents required or permitted to be given hereunder
     shall be in writing and shall be deemed to have been given when mailed or
     delivered by hand (against receipt) to the address listed in this
     Agreement.

9.4  DEFAULT. If Customer defaults in the performance of any material provision
     of this Agreement and fails to cure such default within sixty (60) days
     from receipt of written notice, NetFRAME shall have the right to suspend
     performance under each applicable Schedule, terminate each applicable
     Schedule, and pursue all remedies at law or in equity. If NetFRAME defaults
     in the performance of any material provision of this Agreement and fails to
     cure such default within sixty (60) days from receipt of written notice,
     Customer shall have the right to terminate each applicable Schedule.

9.5  SEVERABILITY. If any provision of this Agreement is held invalid, illegal
     or unenforceable, the remaining provisions shall in no way be affected or
     impaired thereby.

9.6  GOVERNING LAWS. The validity of this Agreement and the rights, obligations
     and relations of the parties hereunder shall be determined under the
     substantive law of the State of California without reference to conflict of
     laws principles.

9.7  LEGAL ACTION. No action, regardless of form, arising out of the
     transactions under this Agreement, may be brought by either party more than
     two (2) years after the cause action arises.

9.8  ENTIRE AGREEMENT. This Agreement including the Schedules executed hereunder
     constitutes the entire agreement between the parties with respect to the
     subject matter thereof and supersedes all proposals oral or written, all
     previous negotiations and all previous communications between the parties
     with respect hereto. Any provisions, terms or conditions of Customer
     purchase orders that are, in any way, inconsistent with or in addition to
     the terms and conditions of this Agreement, except those additional
     provisions specifying shipping instructions, shall not be binding upon
     NetFRAME and shall have no applicability hereunder. No representation or
     promise not specifically stated in this Agreement shall be binding on
     NetFRAME. The terms of this Agreement may not be waived, amended or
     supplemented except in a written addendum executed by NetFRAME and
     Customer. This Agreement and any modifications can only be executed by
     authorized representatives of NetFRAME and Customer.

10.  ADDITIONAL CUSTOMER RESPONSIBILITIES

10.1  Customer must be licensed to use the respective Software Products,
      Hardware Products and Third Party Products that will be covered by this
      Agreement.

10.2  Customer will install, or arrange to have installed, new Updates or
      Releases of Software Products within ninety (90) days of receipt.

10.3  Customer acknowledges responsibility for data integrity of Customer's
      NetFRAME systems, and will maintain backups and archival copies of such
      data.

10.4  Customer shall maintain a remote dial-in support capability, and at
      NetFRAME's request permit NetFRAME access to all systems listed in the
      Equipment Schedule for performance of its obligations herein stated.

10.5  Customer shall at all times operate all NetFRAME Hardware Products,
      Software Products and Third Party Products in accordance with all
      specifications and restrictions as specified in the user documentation.

10.6  Customer shall assist NetFRAME in the diagnosis of reported problems by
      performing reasonable hardware or software tests requested by NetFRAME
      Technical Support Engineers.

10.7  Customer shall reasonably implement any repair activity, Update, Release,
      workaround or other solution provided by NetFRAME to address a reported
      problem. Customer's failure to implement such action within thirty (30)
      days after NetFRAME makes such action available will relieve NetFRAME of
      its obligations to provide support for problems that would have been
      corrected by such implementation.

10.8  Customer shall return, upon NetFRAME's request and at Customer's expense,
      any and all equipment or media that may be loaned by NetFRAME to Customer
      pursuant to the support provided under this Agreement.

10.9  All NetFRAME software, third party products and the corresponding systems
      eligible for support under this Agreement must be listed in the applicable
      Schedule. In the event that additional NetFRAME software, third party
      products or hardware is subsequently installed at the System Support Site,
      such additional products and cost of support shall be listed by serial
      number on a mutually executed Schedule. All NetFRAME Hardware Products
      must be listed and covered on the Equipment Schedule. Payment for the
      support of additional products will be submitted to NetFRAME before
      initiating support services.
<PAGE>   47

                                 [NETFRAME LOGO]

                     ESCALATION CRITERIA / SEVERITY LEVELS:


                                     LEVEL 1
                                   SYSTEM DOWN

                     System Down and/or multiple continuing
            failures; Mission-critical application; No workaround or
                          replacement system available.


                                     LEVEL 2
                                  MAJOR PROBLEM

                          Continuing failures; Loss of
                             functionality, serious
                           inconvenience; System down
                                but not used for
                          mission-critical application.


                                     LEVEL 3
                         SYSTEM PROBLEM, SYSTEM QUESTION

               System impaired or not working as described in user
                 documentation; temporary workaround available;
                response time degradation; intermittent failures;
                               general questions.


                                     LEVEL 4
                               ENHANCEMENT REQUEST

           System optimization or functionality improvement desired.

--------------------------------------------------------------------------------

                            TECHNICAL SUPPORT SERVICE

                                   NETPHONE(SM)
         NetFRAME offers customers an annual service contract for telephone
support. NetFRAME's Technical Assistance Center is staffed with committed,
capable engineers who provide world class support. Novell CNE and Microsoft MSEE
certified, they are highly qualified to answer complex questions related to the
operation of the enterprise serving environment. All have completed NetFRAME's
comprehensive Network Enterprise Engineer certification program to ensure that
your business receives the quickest response time and rapid resolution of
complex problems. Supporting continuous availability in the enterprising serving
environment, they collectively and individually provide solutions for a high
percentage of incidents on the first call.

                               MULTIVENDOR SUPPORT

         NetFRAME is united with a multivendor technical support alliance,
TSANetTM, to actively take ownership of interoperability issues. As a founding
member, NetFRAME involves other TSANet members to quickly resolve multivendor
problems.

                               ON-SITE ESCALATION

         As the scope of projects become more complex in the enterprise
environment, it is clear that on-site technical support is invaluable to isolate
occurrences relating to system reliability. Should an incident remain critical,
NetFRAME, in accordance with its escalation policy, can dispatch an engineer to
the customer's site.

                               NETPHONE(SM) TS WEB

                    Simple to access from the NetFRAME home page at
http://www.netframe.com.

                                 TS WEB INQUIRY

         TS Web provides World Wide Web access to the NetFRAME Call Tracking
system using any Internet browser. With on-line access to TS Web, customers can
initiate an incident as well as set the initial incident severity. Both the
customer and NetFRAME can communicate interactively by adding notes and
responses to an open incident allowing the resolution status to be monitored
regularly. For the first time - this places the management of an incident
directly in the hands of the customer!

                            TS WEB KNOWLEDGE DATABASE

         NetFRAME is building a global repository of our most up-to-date
technical information to support the management of your mission critical
environment. Integrated as a direct link, NetFRAME's knowledge based query
function empowers users to proactively search information - before a problem
reaches a critical stage. Another best practice from NetFRAME - improving the
way we provide support while reducing your support costs.

              (C) NetFRAME Systems Incorporated, 1996, 1997. All rights reserved

<PAGE>   48

                                 [NETFRAME LOGO]

                            Technical Support Policy


Per Incident Service Per Incident service is offered on a per-incident fee basis
to support a specifically defined problem. If the problem can not be resolved
within the time period stated in the NetFRAME price list, additional charges may
apply. Registration of a Server Profile is recommended.

NetPHONE Contract NetPHONE is offered as an annual contract to provide
comprehensive technical support. Registration of a Server Profile is required.
     Scope of Support Primary support is over the telephone and the internet.
     NetFRAME is usually able to respond within one hour after receipt of
     notification.

Server Profile The entitlements to NetPHONE service are initiated upon
registration of the Server Profile. An important source reference document for
our Technical Support Group, the Server Profile documents the model number,
serial number, and configuration of the server.

Principal Hours of Operation: Pacific Time
       5 x 12     6:00 a.m. to  6:00 p.m. Monday - Friday
Extended Hours of Operation: Pacific Time
       7 x 24   12:01 a.m. to 12:00 p.m. Monday - Sunday
Extended coverage calls are accepted for priority Level 1 and Level 2
occurrences. Access to NetFRAME Technical Support Engineers during the Extended
Coverage Periods may be via paging system.

Authorized Contacts NetFRAME recommends a staffing level of no less than two
authorized contacts per customer location. An authorized contact is an
individual who has completed the NetFRAME Enterprise Engineer (NEE)
certification track or the equivalent thereof.

Incident Access Reporting Options:
1.    Telephone 800-NetFRAME, Option 1
2.    Telephone 408-474-4444, Option 1
3.    TS Web internet access - http://www.netframe.com

Definition of Incident
"Incident" shall mean the complete cycle to support an event related to the
failure of a currently marketed hardware or software product.

All subsequent telephone calls and internet messages, correspondence via FAXES,
and any subsequent communication between Net FRAME and Customer constitute the
complete incident. The incident is closed upon mutual agreement of problem
resolution.

Incident Prioritization Level 1 System Down, Level 2 Major Problem, Level 3
System Problem or question, Level 4 Enhancement Request. Refer to the NetFRAME
Escalation Policy for further information.

NON-CRITICAL INCIDENT PRIORITIZATION
Customer are requested to first research the TS Web - knowledge base for
solutions to known problems before submitting an incident request for a Level 4
(non-critical) incident.

RESOLUTION PROCESS The following is the procedure to resolve an incident: 1.
Case is registered, 2. Problem is documented, 3. Level of severity is
determined, 4. Incident is routed to an engineer. While NetFRAME has an
established procedure to resolve problems, NetFRAME can not guarantee the
successful resolution of an incident.

ON-SITE TECHNICAL SUPPORT ESCALATION In the event of a catastrophic system down
situation that cannot be resolved by phone and the supporting NetFRAME service
provider, and after all other reasonable options have been exhausted, NetFRAME
may, at its sole discretion, dispatch a Field Engineer to the customer site.
     ON-SITE TECHNICAL SUPPORT FEE
     NetFRAME can, at its sole discretion, invoice the Customer at the
     Professional Service rates published in a current NetFRAME price list.

Customer Obligations
1.   Customer agrees to perform network troubleshooting and diagnosis of
     NetFRAME hardware and software products, and third party products as
     directed by NetFRAME Technical Support Engineers.
2.   Customer must be licensed to use the respective software, hardware and
     third party products that will be covered by NetPHONE services. Customer
     will install, new updates or releases of software within ninety (90) days
     of receipt. Each update to a release or patch furnished to Customer becomes
     part of the Licensed Product and is subject to the terms of the license
     furnished with the system.
3.   Customer acknowledges responsibility for data integrity of Customer's
     NetFRAME systems, and will maintain backups and archival copies of such
     data.


              (C) NetFRAME Systems Incorporated, 1996, 1997. All rights reserved
<PAGE>   49

                                 [NETFRAME LOGO]

             Supporting continuous availability in mission critical
                          network serving environments.

                              PARTS DEPOT LOCATIONS

                                     Arizona
                                   California
                                    Colorado
                                     Florida
                                     Georgia
                                    Illinois
                                  Massachusetts
                                    Michigan
                                    Minnesota
                                    Missouri
                                    New York
                                 North Carolina
                                      Ohio
                                  Pennsylvania
                                      Texas
                                    Virginia
                                   Washington
                                   Puerto Rico

                                     Alberta
                                     Ontario

--------------------------------------------------------------------------------

                            MAINTENANCE PARTS SERVICE

                           PARTSDEPOT EXCHANGE SERVICE
         PartsDEPOT is a cost effective program to support continuous
availability in your network serving environment. By utilizing this exchange
service, customers can quickly get a replacement for a failed part without the
expense of carrying inventory or waiting for a repair service.

         Depots are strategically located throughout the United States, Canada
and the Caribbean to ensure fast access to critical service parts. Every part is
fully tested and maintained at the current shippable level to ensure consistent
reliability. NetFRAME manages the warehousing and coordination of on-site
delivery. Ordering parts is simple. Three levels of response times further
ensure that access to inventory is within your reach - 24 hours a day - 365 days
a year.

          -  2 HOUR PartsDEPOT - within        50 miles from DEPOT
          -  4 HOUR PartsDEPOT - within        100 miles from DEPOT
          -  24 HOUR PartsDEPOT - outside      100 miles from DEPOT

         The exchange process is completed when the failed part is returned to
NetFRAME using the standard Return Material Authorization (RMA). NetFRAME
recommends Extended Parts Warranty coverage to avoid unexpected and costly
out-of-warranty repair charges.

         With ownership and responsibility for the inventory management of spare
parts beginning with NetFRAME, your business can better forecast and budget the
support of dependable availability of spare parts. The process is simple and
cost effective.

                                   SPARE PARTS

         NetFRAME offers the purchase or leasing of spare parts to help ensure
the highest level of continuous server availability. Customers can proactively
troubleshoot suspect parts with NetFRAME's "hot-swap" technology as well as
minimize network interruptions due to unexpected hardware failure - without
powering down the NetFRAME Cluster Server(TM).
         NetFRAME offers Logistic Planning, a consultation service to help
balance the necessary inventory of components to support your specific
environment. Stock of on-site parts can be replenished from factory or with a 24
HOUR PartsDEPOT contract

          - ON-SITE SPARES LEASING:   a two year contract
          - ON-SITE SPARES PURCHASE:  a one time contract

                             EXTENDED PARTS WARRANTY

         NetFRAME offers an option to purchase a parts warranty after the
standard warranty expires. This coverage may help some customers better manage
the costs associated with out-of-warranty repair charges for replacement parts.


               (C)NetFRAME Systems Incorporated, 1996, 1997. All rights reserved
<PAGE>   50

                                 [NETFRAME LOGO]

                            MAINTENANCE PARTS SERVICE

PARTSDEPOT EXCHANGE SERVICE
HOURS OF OPERATION  Parts may be ordered 365 days a year, 24 hours a day.

ANNUAL CONTRACT An annual contract allows unlimited access to spare part(s) for
all currently marketed systems. Parts are subject to local depot availability as
specified in the NetFRAME Parts List. Provided that the customer is within the
designated proximity to the depot, the part will be delivered within the time
frame specified.
           2 HOUR PartsDEPOT within  50 miles
           4 HOUR PartsDEPOT within 100 miles
          24 HOUR PartsDEPOT greater than 100 miles.
Expedited service is offered for a fee to accommodate a customer request for an
earlier response time than otherwise contracted.

PURCHASE ORDER Your purchase order should include the following to register a
system for PartsDEPOT:
         1.    Part # and Per unit price from current price list 
         2.    The contract time period, (annual or prorated)
         3.    A completed Server Profile for each system

SERVER PROFILE The Server Profile documents the model number, serial number, and
configuration of the server. This information is stored in our database to
assist NetFRAME in inventory management at each regional depot. In addition, the
Server Profile is referenced by our Technical Support Group during a support
call.

ACTIVATION OF SERVICE NetFRAME will notify the customer with the pin #.

ORDERING A PART Call 800-338-9111. The operator will ask for the following
information:
         1.    NetFRAME Account #, Pin #
         2.    Company Name or Authorized Caller Name
         3.    NetFRAME System Serial Number
         4.    Part Number
         5.    Ship to information, service type

COMPLETION OF THE EXCHANGE The exchange process is completed when NetFRAME
receives the failed part. The customer agrees to return the failed parts
according to the Return Material Authorization (RMA) procedure. Parts not
received within 7 days or parts received which have serious physical damage will
be invoiced at the full replacement charge in the current price list.

REPAIR CHARGES NetFRAME will invoice customer for applicable repair charges, as
stated in the current price list, for parts that are not covered by a Standard
Warranty or Extended Parts Warranty. Standard terms are net 30.

NON-NETFRAME PARTS This agreement is limited to products originally purchased
from NetFrame. If a part from another vendor is mistakenly returned to NetFRAME,
the customer will be invoiced for: 1. The full price of the part sent from the
depot and the associated shipping cost. 2. The shipping cost to return the wrong
part from NetFRAME back to the customer.

SPARE PARTS
SPARE PARTS PURCHASE The warranty period is 12 months.
SPARE PARTS RENTAL The minimum rental period is two years. Parts can be upgraded
to the most current revision during the rental period. The terms and conditions
are defined in the Spare Parts Rental Addendum.

WARRANTY PERIOD
The repaired or replacement part is warranted to be free from defects in
materials and workmanship for a period of 90 days or the duration of the system
warranty, whichever is greater. 

EXTENDED PARTS WARRANTY NetFRAME's Warranty can be extended for 12 months or
more. If a system is not under Warranty at the time the Extended Parts Warranty
is ordered, NetFRAME may require a NetAUDIT to evaluate performance of the
system. The Extended Warranty may not apply to components that have been
recycled from discontinued systems.

REPLACEMENT RESPONSE TIME In-warranty replacement parts are shipped within 5
days. Out-of-warranty replacements are shipped within 15 days after receipt of
failed part(s). Out of warranty replacements are shipped prepaid domestically
and collected internationally. In warranty replacements are shipped prepaid.

EXPEDITED SERVICE NetFRAME will expedite the replacement part for a fee of $500.
Out-of-warranty replacements will be expedited for $500 or 10% of the repair
charge, which ever is greater. Providing that the order is received by 1:00
P.M., PST, NetFRAME will ship the part the same day; all other orders are
shipped within 24 hours. This service is contingent upon the available stock of
the specified spare part.

WARRANTY SERVICE POLICY
The details of the standard warranty are included with each system. During the
standard warranty period, NetFRAME covers the cost to repair failed part. The
customer agrees to returned the failed part to NetFRAME as defined in the RMA
procedure. The warranty is activated by submitting the Server Profile with the
warranty registration card.

OUT-OF-WARRANTY POLICY
A part is out-of-warranty when the standard warranty has expired and an Extended
Parts Warranty contract is not in effect. The customer agrees to return the part
to NetFRAME in accordance with the RMA procedure. NetFRAME will ship a
replacement part within 15 days after receipt of the failed part.

RMA PROCEDURE
The customer is responsible for returning the failed part FOB Milpitas, CA,
freight prepaid and insured, in the designated container. All returned parts
become the property of NetFRAME on receipt. Information on the RMA procedure is
defined in document #2001, and document # 2002, located on NetFRAME's Fax Back
at 408.474.4282. Information is also located in NetFRAME's web page, Customer
Service section, at www.netframe.com.

               (C)NetFRAME Systems Incorporated, 1996, 1997. All rights reserved
<PAGE>   51

                                 [NETFRAME LOGO]

                                      NMAP
                                    NetFRAME
                         Methodology and Accountability
                                     through
                                   Partnership

                                   METHODOLOGY
                        Complete life-cycle processes and
                          procedures to plan, install,
                              manage and maintain a
                          high-availability enterprise
                              serving environment.

                                 ACCOUNTABILITY
           Suite of service products to cover the complete enterprise
                               server life-cycle.


                                   PARTNERSHIP
                       Clear roles and responsibilities in
                          partnership with the customer
                             and business partner to
                            guarantee accountability.

                                      NMAP
                                   DELIVERING
                                 ACCOUNTABILITY

--------------------------------------------------------------------------------

                              PROFESSIONAL SERVICES

         NetFRAME Consulting Services address the needs of today's complex
network serving environments by enhancing network availability, performance, and
productivity. Consulting Services are available to address the life-cycle phases
of system planning, installation, management and maintenance with specific
enterprise services.
         Using a consistent application methodology, as outlined in the NMAP
model, they focus on the functionality required to optimize the enterprise
serving environment and offer advice to help customers lower the
cost-of-ownership. The consulting approach brings together the highest system
performance, now, and in the future.

                                     STARTUP
         StartUP defines the process to assure the successful installation and
preparation of the NetFRAME server for the operating system environment.
NetFRAME will conduct a pre-installation review, usually by telephone, to define
the roles and responsibilities at the time of installation. A post-installation
review follows to discuss optimization of the server.

                                      AUDIT
         NetAUDIT is a baseline audit to document existing network hardware and
software configurations and assess current system behavior and performance. A
fundamental first step in many aspects of enterprise server planning, the audit
produces a detailed configuration report with recommendations for improvements
and enhancements.

                           MIGRATE (R) AND CONSOLIDATE
         For many NetWare 3.x customers, moving to NetWare 4.x is a challenge.
NetFRAME experts have the expertise to assess the current NetWare environment
and plan a robust server platform to intelligently migrate the NetWare 3.x into
the new NDS paradigm.

Reduction in the potential points of failure on a network is the number one
reason cited by industry analysts for consolidation of multiple small servers
onto a NetFRAME platform. Many customers agree that consolidation reduces the
management overhead associated with many systems resulting in a lower
cost-of-ownership.

                                    OPTIMIZE
         NetFRAME consultants analyze statistical information from the network
environment to provide recommendations on network load balancing and system
tuning parameters for optimal operation and performance. The continued high
performance of the enterprise serving environment is dependent upon scheduled
sessions to review OPTIMIZATION analysis.

                          ENTERPRISE SERVER CONSULTING
NetFRAME consultants are available to assist by providing specialized services
in all aspects of planning installing, and managing your enterprise to
pro-actively deploy NetFRAME technology quickly and efficiently.

               (C)NetFRAME Systems Incorporated, 1996, 1997. All rights reserved
<PAGE>   52

                                 [NETFRAME LOGO]
                                                           Sales Order No. _____

            PROFESSIONAL SERVICES ("Services") WORK ORDER & AGREEMENT
                                                                           

<TABLE>
<S>                                                  <C>   
BILL TO_____________________________________         ___________________________________________
Customer Name                                        Delivery Location         System Serial Number

____________________________________________         Ph:___________________FAX__________________
Street Address                                       Customer Telephone Number & FAX Number

____________________________________________         ___________________________________________
City                   State        Zip Code         Customer Manager/Activity Sponsor

____________________________________________         ___________________________________________
                                                     NETFRAME Contact Person
Customer Purchase Order #_______________             Clarify Case # (if any) ___________________
</TABLE>

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DESCRIPTION OF SERVICES:
<S>                           <C>                        <C>                       <C>              
   (   ) NetAUDIT             (   ) NetMIGRATE           (   ) NetCONSOLIDATE      (   ) NetOPTIMIZE
         05301B-01                  05301B-02                  05301B-03                 05301B-05
</TABLE>
   (   ) NetFRAME Custom 05301B-06 (Optional: Attach Statement of Work)_________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
AUTHORIZATION:                                       BEFORE            AFTER

<TABLE>
<S>                                                        <C>                     <C>
Customer hereby acknowledges the request of Services
and agrees to the Terms & Conditions on the reverse side   _________________       __________________
of this Agreement.                                         Agreed Start Date       Actual End Date

____________________________________________               _________________       __________________
Customer Signature                  Date                   __Rate Per Hour/Day or  Actual Charges or
                                                           __Fixed Fee             Fixed Fee

____________________________________________               _________________       __________________
Customer Name & Title  (print)                             Est. # Hours/Days       Actual Hours/Days

                                                           _________________       __________________
                                                           Estimated Expenses      Actual Expenses

                                                           _________________       __________________
_____________________________________________              Total Estimated Charges Total Actual Charges
NetFRAME Signature         Date

_____________________________________________              Optional: Charge to VISA___  MasterCard____
NetFRAME Name & Title  (print)                             #____________________________Exp______
</TABLE>


If Services are canceled or rescheduled within 5 days of the agreed start date,
Customer may be billed 10% of the total estimated charges.

--------------------------------------------------------------------------------
ACKNOWLEDGMENT OF COMPLETION:
Customer acknowledges that the Services were completed
as specified.       ___________________________________________________
                    Customer Signature                       Date

--------------------------------------------------------------------------------
NetFRAME Internal Use Only:
SR: _____________  _________  ______ FE: _______________  _________  _____    
    Name           Dept.      %          Name             Dept.      Days
--------------------------------------------------------------------------------

White - Billing Copy           Yellow - Region Copy         Pink - Customer Copy

<PAGE>   53

Terms and Conditions

1.   After Services are performed, NetFRAME will send an invoice itemizing the
     charges, including the Services, charges for parts, materials or goods
     provided in connection with such Services and reasonable travel/living
     expenses incurred by NetFRAME with Customer's prior approval. All such
     invoices shall be paid in full by Customer within 30 days of the invoice
     date (net 30 terms).

2.   Customer will pay any tax NetFRAME becomes obligated to pay by virtue of
     this Agreement exclusive of taxes based on the net income of NetFRAME.

3.   (a) NetFRAME will provide Services on a timely basis subject to
     availability of qualified personnel and the difficulty and scope of the
     Services to be provided.

     (b) NetFRAME may reassign and substitute personnel at any time and may
     provide the same or similar Services to other customers.

     (c) Services supplied by NetFRAME under this Agreement are provided to
     assist Customer. Customer, not NetFRAME, will be responsible for
     determining objectives and obtaining the desired results and no warranty or
     guaranty of any results is provided hereby.

     (d) All ideas, concepts, inventions, know-how, data-processing techniques,
     software or documentation (collectively, the "Works") developed by NetFRAME
     personnel (alone or jointly with Customer) in connection with Services
     provided to Customer will be the exclusive property of NetFRAME. To the
     extent that Customer has any rights in the Works, Customer hereby assigns
     to NetFRAME all Customer's right, title, and interest in and to the Works.
     NetFRAME grants Customer a non-exclusive, royalty-free, non-transferable
     (without right to sublicense) license to internally use the Works solely in
     the country in which the Service is provided. Customer's rights in any
     intellectual property existing as of the time of provision of Services
     hereunder shall be unaffected by this Section 3(d), except that Customer
     hereby grants to NetFRAME a license under all such intellectual property
     rights to the extent necessary to enable NetFRAME to perform the Services
     hereunder and fully use the Works in any and every manner.


4.   (a) THE ENTIRE LIABILITY OF NETFRAME AND CUSTOMER'S EXCLUSIVE REMEDY FOR
     ANY DAMAGES FROM ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT OR
     THE SERVICES OR GOODS, IF ANY, PROVIDED HEREUNDER, REGARDLESS OF THE FORM
     OF ACTION, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE
     CHARGES PAID TO NETFRAME UNDER THIS AGREEMENT. IN NO EVENT WILL NETFRAME BE
     LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
     (INCLUDING LOST PROFIT OR DATA) EVEN IF NETFRAME HAS BEEN ADVISED OF THE
     POSSIBILITY OF SUCH DAMAGES.

     (b) THE GOODS, IF ANY, PROVIDED IN CONNECTION WITH THE SERVICES PERFORMED
     HEREUNDER SHALL BE COVERED ONLY BY SUCH MANUFACTURER'S WARRANTY, IF ANY, AS
     SHALL BE PACKAGED WITH SUCH GOODS, AND ARE OTHERWISE PROVIDED "AS IS",
     WITHOUT WARRANTY OF ANY KIND. NETFRAME HEREBY DISCLAIMS ALL OTHER
     WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE,
     NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

5.   (a) Both parties agree to preserve the confidentiality of data and
     information relating to Customer's and NetFRAME's business, including data
     and information belonging to third parties utilized by NetFRAME in
     performing Services, which is 1) proprietary and/or confidential and, 2)
     exchanged between the parties in order to perform Services ("Confidential
     Information"). Neither party will have any obligation to maintain the
     confidentiality of any data or information which (a) was in the receiving
     party's lawful possession prior to the submission thereof by the owning
     party, (b) is lawfully obtained by the receiving party from a third party
     under no obligation of confidentiality, (c) is or becomes generally known
     or available other than by unauthorized disclosure, or (d) is independently
     developed by the receiving party.

     (b) Each party will keep the other's Confidential Information in confidence
     and will not disclose any such item of Confidential Information to any
     person other than employees, agents, or contractors who need to know the
     same in the performance of their duties to the parties. The receiving party
     will protect and maintain the confidentiality of all such Confidential
     Information with the same degree of care as it employs to protect its own
     Confidential Information, but at least a reasonable degree of care. The
     receiving party will be liable to the disclosing party for any
     non-compliance by its agents or contractors to the same extent it would be
     liable for non-compliance by its employees.

     (c) NetFRAME is not precluded from developing and marketing products which
     provide the same or similar functionality as the Services provided that
     such products do not use Customer Confidential Information or incorporate
     work originally created by or owned by Customer.

6.   Customer will have the right to terminate this Agreement after work has
     commenced upon ten (10) days written notice, provided that Customer will
     pay to NetFRAME all charges for Services performed and all expenses
     incurred by NetFRAME up to the effective date of such termination. Customer
     and NetFRAME will mutually agree on the portion of the incomplete Services,
     if any, to be performed by NetFRAME. The provisions of Sections 3.d, 4, 5,
     6 and 7 shall survive termination hereof.

7.   This Agreement constitutes the entire agreement between the parties with
     respect to the Services provided hereunder and supersedes all prior
     proposals, both written and oral, and all other written and oral
     communications between the parties. No modification to the Agreement will
     be binding unless it is in writing and signed by an authorized
     representative of each party. NetFRAME may use subcontractors to perform
     any Services hereunder. Any quote for Services will be valid for 30 days.

<PAGE>   54
  EXHIBIT "D" - DEVIATIONS FROM SELLER'S FORM OF STANDARD MAINTENANCE AGREEMENT
<PAGE>   55
                                 [NETFRAME LOGO]
                  ASSET PURCHASE AGREEMENT BETWEEN DECISIONONE
                        CORPORATION AND NETFRAME SYSTEMS
                                    EXHIBIT D

EXHIBIT D: DEVIATIONS FROM SELLER'S FORM OF STANDARD MAINTENANCE AGREEMENT:

I.   STANDARD CONTRACT DEVIATIONS:
NetFRAME has teo service contracts with support terms and conditions that
deviate from the standard contract.

      - AMOCO    Chemical Company, 501 WestLake Park Blvd., Houston, TX 77079
               - NetSERVICE NetPHONE Contract #2015-NP

II.  TIME AND MATERIALS ENTITLEMENTS:
NetFRAME has two Time & Materials contracts for Professional Services Contracts;

      - Roche Bioscience, 3401 Hillview Avenue, Palo Alto, CA  94303
               - NetSERVICE Consulting Contract #2504-CO100
               - NetSERVICE Consulting Contract #2504=CO101

      - Simon Frazier University, Tm. AB, Administrative Building, Barnaby BC,
        CANADA, V5A 1S6 
               - NetSERVICE Contract #SC0001 - Customer has purchased ten (10) 
                 hours of technical phone support. Purchase order is active in 
                 customer file.


                                      -1-
                                 -Confidential-
<PAGE>   56
                EXHIBIT "E" - FORM OF OPINION OF SELLER'S COUNSEL




May __, 1997


DecisionOne Corporation
50 East Swedesford Road
Frazer, PA  19355

Attention:  Ms. Tracey Draeger

Dear Ms. Draeger:

This opinion is furnished in accordance with the provisions of Section
3.2(a)(iii) of the certain Asset Purchase Agreement ("Agreement") dated May __,
1997, between NetFRAME Systems Incorporated ("Seller") and DecisionOne
Corporation ("Buyer"), with respect to the sale of the assets of the Service
Business of Seller. All terms used herein that are defined terms in the
Agreement shall have the same
meaning unless the context otherwise requires.

As counsel for Seller, I have examined the Articles of Incorporation and By-laws
of Seller and the corporate proceedings taken by Seller in connection with the
Agreement and the Transaction Documents.

In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the conformity to
the originals of all documents submitted to me as certified, photostatic,
conformed copies, and the authenticity of the originals of all such latter
documents. I assume the accuracy of the material and the factual matters
contained therein.

The opinions given herein are limited to the laws of the State of California and
the Federal Laws of the United States and no opinion is expressed herein with
respect to the laws of any other jurisdiction, or the effect of any other such
laws on the matters with respect to which the opinions are given herein.

Based upon the foregoing, I am of the opinion that:

                           (1)              Seller is a corporation duly
                                            organized, validly existing, and in
                                            good standing under the laws of the
                                            State of California and has all
                                            requisite corporate power and
                                            authority to perform its obligations
                                            under the Agreement and the
                                            Transaction Documents and to
                                            consummate the transactions
                                            contemplated therein.


<PAGE>   57


Page:  Two
May __, 1997
----------------

                           (2)              All corporate acts and other
                                            proceedings required by law or by
                                            the provisions of the Agreement to
                                            be taken by Seller on or before the
                                            Closing Date, in connection with the
                                            execution and delivery of the
                                            Agreement and the Transaction
                                            Documents and the consummation of
                                            the transactions contemplated by the
                                            Agreement, have been duly and
                                            validly taken;

                           (3)              The Agreement and each of the
                                            Transaction Documents to which
                                            Seller is a party has been duly
                                            executed and delivered by Seller;

                           (4)              No consent, approval, license,
                                            permit, order or authorization of,
                                            or registration, declaration or
                                            filing with, any governmental
                                            authority is required to be obtained
                                            or made by or with respect to Seller
                                            in connection with the execution and
                                            delivery of the Transaction
                                            Documents or the consummation on the
                                            Closing Date of the transactions
                                            contemplated therein;

                           (5)              The execution and delivery of the
                                            Agreement and the Transaction
                                            Documents by Seller and the
                                            consummation of the transactions
                                            contemplated thereby and compliance
                                            with the terms thereof by Seller
                                            does not conflict with, or result
                                            in any violation or default (with
                                            or without notice or lapse of time,
                                            or both) under, or give rise to a
                                            right of termination, cancellation
                                            or acceleration of any obligation
                                            or to loss of a benefit under, any
                                            provision of Seller's Articles of
                                            Incorporation, By-laws, or of any
                                            indenture, agreement, judgment, or
                                            order to which Seller is a party or
                                            by which it is bound; and

                           (6)              The Agreement and the Transaction
                                            Documents are binding and
                                            enforceable against Seller in
                                            accordance with their terms.

This opinion is furnished solely for your benefit and may be relied upon only
for matters arising out of this transaction. This opinion may not be relied upon
by any other person or entity without my express permission. This opinion may
not be relied upon in connection with any transaction other than that
contemplated herein.

Very truly yours,


____________________________

<PAGE>   58
                                   EXHIBIT "F"


                              NON-COMPETE AGREEMENT



                  NON-COMPETE AGREEMENT dated as of May 21, 1997 by NetFRAME
Systems Incorporated ("Seller"), in favor of DecisionOne Corporation ("Buyer").


                                   WITNESSETH:

                  WHEREAS, pursuant to that certain Asset Purchase Agreement
dated as of May __ , 1997 (the "Asset Purchase Agreement") between Seller and
Buyer, Seller will transfer and sell to Buyer, and Buyer will purchase from
Seller, certain of Seller's assets used in the Service Business (as defined in
the Asset Purchase Agreement);

                  WHEREAS, under the Asset Purchase Agreement it is a condition
precedent to the obligation of Buyer to consummate the transactions contemplated
thereby that Seller shall have executed and delivered to Buyer a non-compete
agreement substantially in the form of this Agreement; and

                  WHEREAS, Buyer has informed Seller that Buyer will not
consummate the transactions contemplated by the Asset Purchase Agreement unless
the aforesaid condition precedent has been fulfilled; and

                  WHEREAS, it is a benefit to, and in the best interest of,
Seller that the transactions contemplated by the Asset Purchase Agreement be
consummated, and in order to induce Buyer to proceed with the same, Seller is
willing to make the covenants and agreements herein set forth;

                  NOW THEREFORE, in consideration of the promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller hereby covenants and agrees with Buyer as
follows:

1.       Until the expiration date specified in paragraph 5 hereof, Seller nor
         any parent, subsidiary or affiliate of Seller, shall not anywhere in
         the United States or Canada, directly or indirectly, whether as owner,
         partner, agent, shareholder, consultant, advisor, proprietor or in any
         other relationship or capacity, for its own benefit or for the benefit
         of any third party provide, offer to


<PAGE>   59

provide, assist a third party to provide or sell parts, parts repairs or parts
support, telephone technical support services, or educational or training
services for the Series 8500 products (as defined in the Asset Purchase
Agreement) unless otherwise mutually agreed by the Seller and Buyer in writing.
Nor shall Seller, any parent, subsidiary or affiliate of Seller take any action,
or grant any rights or licenses (including without limitation entering into or
performing under an agreement with Wang Laboratories, Inc. or any of its
subsidiaries or affiliates) outside the United States which are inconsistent
with, or otherwise permit or enable a breach of this Agreement.

2.       The acquisition by Seller of an aggregate of less than one (1) percent
         of the outstanding shares of capital stock of any corporation with one
         or more classes of its capital stock listed on a national securities
         exchange or publicly traded in the over-the-counter market shall not
         constitute a violation of paragraph 1 hereof.

3.       The terms and provisions of this Agreement shall be governed by the
         laws of the Commonwealth of Pennsylvania (except for its conflict of
         laws provision) and shall, together with the Asset Purchase Agreement,
         constitute the entire agreement between Seller and Buyer with respect
         to the subject matter hereof. This Agreement may be amended or modified
         only by a written instrument executed by Seller and Buyer.

4.       This Agreement shall be binding upon Seller and its successors and
         assigns, and shall inure to the benefit of Buyer and its successors and
         assigns.

5.       This Agreement and all obligations of Seller hereunder, shall terminate
         absolutely and be of no further effect whatsoever on and after May __,
         2000.

6.       If any covenant or agreement herein is held to be unenforceable because
         of the area covered, the duration thereof, or the scope thereof, then
         the court making such determination shall have the power to reduce the
         area and/or duration and/or limit the scope thereof, and the covenant
         or agreement shall then be enforceable in its reduced form.

7.       The parties agree that any breach by Seller of the covenants and
         agreements contained in this Agreement will result in irreparable
         injury to Buyer for which money damages could not adequately compensate
         Buyer, and therefore, in the event of any such breach Buyer shall be
         entitled (in addition to any other rights and remedies which it may
         have at law or in equity) to have any injunction issued by any
         competent court of equity enjoining and restraining Seller and/or any
         other person involved therein from continuing such breach. The
         existence of any claim or cause of action which Seller may have against
         Buyer, or any other person shall not constitute a defense or bar to the
         enforcement of any of the covenants or agreements contained herein. If
         the covenants or agreements contained herein are otherwise the subject
         of litigation between the parties, then the term of such covenants and
         agreements shall be extended for a period of time equal to the period
         of such breach, which extension shall commence on the later of (i) the
         date on which the original (unextended) term of such covenants and
         agreements is scheduled to terminate, or (ii) the date of the final
         court order (without further right of appeal) enforcing such covenant
         or agreement.

<PAGE>   60

         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by a duly authorized officer of Seller as of the date first above written.


                               NetFRAME SYSTEMS INCORPORATED



                               By:______________________________



Accepted and Confirmed:

DECISIONONE CORPORATION



By:______________________________

<PAGE>   61

                                   EXHIBIT "G"


                              TRANSITION AGREEMENT


         This TRANSITION AGREEMENT (this "Agreement") is made and entered into  
as of this 21st day of May, 1997, by and between NetFRAME Systems Incorporated,
a Delaware corporation ("NetFRAME"), and DecisionOne Corporation, a Delaware
corporation ("DecisionOne").

         WHEREAS, contemporaneously herewith, NetFRAME and DecisionOne have
entered into that certain Asset Purchase Agreement of even date herewith (the
"Purchase Agreement"), pursuant to which NetFRAME has agreed to sell and
DecisionOne has agreed to purchase certain assets related to the Service
Business (as defined in the Purchase Agreement);

         WHEREAS, NetFRAME wishes to supply to DecisionOne and DecisionOne
wishes to utilize the services of certain employees of NetFRAME and certain
physical facilities of NetFRAME in connection therewith.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions herein contained, the parties do hereby agree and bind themselves as
follows:

         Section 1. Transitional Services

         a.       NetFRAME Employee Services. During the term of this Agreement,
                  NetFRAME shall supply the services (the "NetFRAME Employee
                  Services") of those employees set forth on Schedule 1.1 hereto
                  (the "NetFRAME Employees") to DecisionOne in connection with
                  the Service Business, for the time period, and at the rate,
                  with respect to each NetFRAME Employee, set forth opposite
                  such NetFRAME Employee's name. DecisionOne may terminate the
                  use of one (1) or more of the NetFRAME Employees upon five (5)
                  days prior notice to NetFRAME. DecisionOne shall have the
                  right to utilize the NetFRAME Employees on a full-time basis.
                  NetFRAME may substitute other of its employees for the
                  NetFRAME Employees if they are unavailable, provided, however,
                  that the employees so substituted shall have comparable
                  experience and expertise. Any such substitution shall not
                  affect the other terms and conditions of this Agreement.
                  NetFRAME agrees that it is the employer of each NetFRAME
                  Employee for all federal, state or local law purposes,
                  including without limitation, all income or payroll-based tax
                  withholding purposes.

         b.       On-Site Services. During the term of this Agreement, it is
                  also anticipated that the NetFRAME Employees will utilize
                  physical facilities of NetFRAME, and NetFRAME shall make
                  available such of its physical facilities in Milpitas,
                  California, as reasonably required by DecisionOne at no charge
                  in connection with the activities of the NetFRAME Employees
                  relating to the Service Business.


<PAGE>   62

         c.       Parts Repair. During the term of this Agreement, NetFRAME
                  shall allow DecisionOne to purchase the repair of spare parts
                  under the terms and conditions, including price, of the
                  existing agreement between NetFRAME and General Diagnostics,
                  Inc. (The "GDI Agreement"). NetFRAME shall exercise its best
                  efforts to enable DecisionOne to have spare parts repaired
                  under the GDI Agreement in return for which repairs
                  DecisionOne shall make payment to NetFRAME.

         d.       Indemnification. NetFRAME agrees to indemnify and hold
                  DecisionOne harmless for any claim, liability or expense
                  related to DecisionOne's employment of the NetFRAME Employees
                  during the term of this Agreement, provided that DecisionOne
                  shall not be entitled to indemnity and shall indemnify
                  NetFRAME against any damages incurred by NetFRAME for (i) any
                  liability for which it is required to reimburse NetFRAME as
                  set forth in Paragraph 1.1 above, or (ii) for any claim,
                  liability or expense that arises because of and to the extent
                  of DecisionOne's use of the NetFRAME Employee's services
                  pursuant to this Agreement.

         e.       Payment for Services.

                  i.       Actual Service Cost; Service Fee. DecisionOne shall
                           pay to NetFRAME the Actual Service Cost, which shall
                           be defined as the sum of the direct wages, salaries
                           and benefits costs incurred by NetFRAME in connection
                           with the NetFRAME Employee Services in accordance
                           with the rates set forth on Schedule 1.1 hereto.

                  ii.      Invoices; Remittances. NetFRAME shall invoice
                           DecisionOne monthly for the Actual Service Cost.
                           Payment from DecisionOne is due within thirty (30)
                           business days of receipt of such invoice from
                           NetFRAME.

         Section 2.        Term of Agreement. Except as otherwise provided
                           herein or unless earlier terminated pursuant to
                           Section 6 hereof, the services specified hereunder
                           shall continue for no more than ninety (90) days
                           after the date hereof.

         Section 3.        Insurance. NetFRAME shall maintain and keep in force
                           through the term of this Agreement all such insurance
                           coverages in such amounts as it maintains as of the
                           Closing Date (as defined in the Purchase Agreement)
                           with respect to the NetFRAME Employees, including but
                           not limited to liability and loss coverage with
                           respect to the physical facilities utilized by the
                           NetFRAME Employees and workers' compensation.

         Section 4.        Confidentiality.

<PAGE>   63

         a.       Confidential Information. As used herein, Confidential
                  Information shall mean any information of the other party
                  (excluding information covered by the Purchase Agreement the
                  confidentiality of which shall be governed by the Purchase
                  Agreement) that might reasonably be considered proprietary,
                  sensitive or private, including, but not limited to, the
                  following:

                  i.       Technical information, know-how, data, techniques,
                           discoveries, inventions, ideas, trade secrets,
                           unpublished patent applications, formulae, analyses,
                           laboratory reports, other reports, financial
                           information, studies, findings or other information
                           relating to such other party or the technology or
                           methods or techniques used by such other party,
                           whether or not contained in samples, documents,
                           sketches, photographs, drawings, lists and the like;

                  ii.      Data and other information employed in connection
                           with the marketing of the products or services of
                           such other party including cost information, business
                           policies and procedures, revenues and markets,
                           distributors and customers and similar items of
                           information, whether or not contained in documents or
                           other tangible materials; and

                  iii.     Any other information obtained by either party that
                           is not generally known to, and not readily
                           ascertainable by proper means by, third parties.

         b.       Confidentiality. Each party agrees from and after the Closing
                  Date that the other party's Confidential Information will be
                  disclosed or made available only to those of its employees or
                  consultants who have been advised of the terms of the Purchase
                  Agreement and this Agreement. Each party will take reasonable
                  measures to maintain the confidentiality of the other party's
                  Confidential Information, and in no event will those measures
                  be less than the measures it uses for its own Confidential
                  Information of a similar type. Each party will immediately
                  give notice to the other party of any unauthorized use or
                  disclosure of such other party's Confidential Information.
                  Each party agrees to use commercially reasonable efforts to
                  assist such other party in remedying any unauthorized use or
                  disclosure of the other party's Confidential Information.
                  Notwithstanding anything to the contrary herein, no party
                  shall have any obligation under this Agreement with respect to
                  any information that:

                  i.       is or becomes publicly available, by other than
                           unauthorized disclosure;

                  ii.      is developed by employees or agents of either party
                           independently of and without reference to any
                           Confidential Information of the other party (such
                           developing party shall bear the burden of proving
                           such independent development);

                  iii.     is disclosed to third parties by the other party
                           without restriction;


<PAGE>   64

                  iv.      is received from a third party, who is rightfully in
                           possession of the information, without any obligation
                           to treat it as proprietary, or

                  v.       is approved for release by written authorization of
                           the other party.

         c.       Compliance with Applicable Law. The provisions of this Section
                  4 shall not be deemed to obligate either party to do or
                  refrain from doing any act, the doing or not doing of which
                  would cause or reasonably be expected to cause such party to
                  fail to fulfill or comply with any obligation or requirement
                  imposed by any law or regulation; provided that any
                  disclosures of Confidential Information made to fulfill or
                  comply with any such law or regulation shall be made (a) only
                  after notice to the other party and (b) under conditions
                  invoking all confidentiality protections as are available by
                  law or regulation.

         Section 5.        Independent Contractor. In the performance of all
                           services hereunder, the parties are at all times to
                           be acting and performing as independent contractors
                           and it is further specifically acknowledged that
                           nothing in this Agreement shall be considered to
                           create more than the mutual duties, responsibilities
                           and benefits specifically set forth herein. This
                           Agreement is not and shall not be considered an
                           employer-employee relationship, a
                           contractor-subcontractor relationship, a
                           landlord-tenant relationship, a joint venture or a
                           partnership of any kind, and neither party shall
                           represent to any third persons that any such
                           relationship exists. Neither party has the authority
                           to, nor shall it, bind or commit the other to any
                           contractual obligation.

         Section 6.        Termination. This Agreement may be terminated by
                           either party in the event of a material breach of
                           this Agreement, after an opportunity to cure such
                           breach within 14 days of notice being given to the
                           breaching party.

         Section 7.        Effect of Expiration of Term; Effect of Termination.

         a.       Expiration of the Term or Termination Without Breach. In the
                  event of expiration of the term of this Agreement pursuant to
                  Section 2 above, DecisionOne shall have the following
                  obligations:

                  i.       to remit any Actual Service Costs unpaid as of the
                           date of expiration or termination; and

                  ii.      at its sole cost and expense, to remove immediately
                           all equipment, inventory and other property and
                           employees of DecisionOne from the NetFRAME facilities
                           theretofore occupied.


<PAGE>   65
         b.       Termination for DecisionOne's Breach. In the event of
                  termination of this Agreement by NetFRAME pursuant to Section
                  6 above, DecisionOne shall have all of the obligations set
                  forth above in Section 7.1 and shall further be liable for any
                  losses, damages or claims of NetFRAME with respect to
                  DecisionOne's breach.

         c.       Termination for NetFRAME's Breach. In the event of termination
                  of this Agreement by DecisionOne pursuant to Section 6 above,
                  NetFRAME shall be liable for any losses, damages or claims of
                  DecisionOne with respect to NetFRAME's breach, which liability
                  may be set off against any amounts due to NetFRAME from
                  DecisionOne pursuant to this Agreement.

         Section 8.        Notices. Any notice required or permitted to be given
                           under this Agreement shall be sufficient if in
                           writing and if sent by registered or certified mail
                           as follows:


If to NetFRAME:                NetFRAME Systems Incorporated
                               1545 Barber Lane
                               Milpitas, California  95035


With a copy to:


If to DecisionOne:             DecisionOne Corporation
                               50 East Swedesford Road
                               Frazer, Pennsylvania  19355
                               Attention:  Corporate Development Executive


With a copy to:                Vincent M. Dadamo, Esquire
                               DecisionOne Corporation
                               50 East Swedesford Road
                               Frazer, Pennsylvania  19355

or such other address as the parties hereto may from time to time designate in
writing.

         Section 9.        Entire Agreement. This Agreement constitutes the
                           entire agreement between the parties with respect to
                           the subject matter contained herein and no
                           representations, warranties, covenants,
                           understandings, agreements or otherwise in relation
                           thereto exist between the parties, except as herein
                           expressly set forth. No modification, amendment,
                           addition to or termination of this Agreement shall be
                           valid or enforceable unless in writing and signed by
                           the parties hereto.


<PAGE>   66

         Section 10.       Applicable Law. This Agreement shall be exclusively
                           governed by and construed in accordance with the laws
                           of the Commonwealth of Pennsylvania, without regard
                           to the choice of law principles thereof.

         Section 11.       Severability. The invalidity or unenforceability of
                           any particular provision of this Agreement shall not
                           affect the other provisions hereof and this Agreement
                           shall be construed in all respects as if such invalid
                           or unenforceable provisions were omitted.

         Section 12.       Assignment. This Agreement shall be binding upon and
                           inure to the benefit of the parties hereto and their
                           respective successors and permitted assigns. This
                           Agreement shall not be assignable by either party,
                           either in whole or in part, without the prior written
                           consent of the other party.

         Section 13.       Counterparts. This Agreement may be executed in any
                           number of counterparts, each of which shall be deemed
                           an original.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


                                        NetFRAME SYSTEMS INCORPORATED



                                        By:______________________________

                                        Title:___________________________


                                        DECISIONONE CORPORATION



                                        By:______________________________

                                        Title:___________________________

<PAGE>   67

<TABLE>
<CAPTION>
                                                               Last Review
 Employee Name/Title                 Salary      Hire Date        Date
-----------------------             -------       -------        -------
<S>                                 <C>           <C>            <C>
Naheed Alibhair                     $74,200       4-1-96         5-1-97
Escalation Engr

Derek Casanares                     $73,000       9-13-95        9-1-96
Technical Supt Engr

Gillyn Couch                        $72,000       1-11-93        9-16-96
Escalation Engr

Geoff Iverson                       $77,500       6-16-97
Technical Supt Engr

Azmir Mohammed                      $80,000       7-11-94        1-1-97
Escalation Manager

Weyman Tso                          $70,200       11-1-95        1-16-97
Technical Supt Engr

Christine Graham                    $63,000       5-17-93        8-1-97
Business Systems Analyst

*Tim Gray                           $66,126       5-1-95         5-1-97
Manager, Logistics

*Leonard Fyock                      $45,115       12-15-93       5-1-97
Customer Svc Technician

*Jennifer Vaughn                    $32,282       12-22-95       5-1-97
RMA Administrator
</TABLE>


*After these employee's performance reviews have been processed, their salaries
will increase





5-16-97