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                                                                   EXHIBIT 10.10

City of Austin

Estimated Value of Contract:  $960,000
Scope of Contract:  Exclusive Hewlett Packard reseller agreement.  Renewable for
up to 3 additional years.

Agreement #C970185
City Wide Contract for Personal Computers
City of Austin, Texas and Micro-Media Solutions, Inc.

This agreement is made and entered into by and between the City of Austin,
Texas, a Texas Municipal corporation (hereinafter referred to as the City), and
Micro-Media Solutions Inc., a corporation of Texas (hereinafter referred to as
the Contractor), to provide for the purchase of Hewlett-Packard notebook
computers, personal computers, servers and warranty services. SECTION I

CITY WIDE CONTRACT FOR PERSONAL COMPUTERS

1.0 SCOPE OF WORK AND SPECIAL CONTRACT PROVISIONS The contractor shall sell
Hewlett-Packard notebook computers, personal computers and servers to include
warranty services for products purchased under the provisions of this agreement.
The contractor agrees to:

a. Provide a cost effective, flexible, competitive and comprehensive procurement
process for PCs, notebooks and servers.

b. Provide a choice to City Departments of different computers and
configurations from Hewlett-Packard.

c. Provide acceptable delivery times for stock and non-stock items and the
ability for Department staff to query on-hand stock availability in real time.

d. Provide acceptable levels of service warranties as well as a level of
standardization which will allow the City's technical support staff to maintain
the equipment after warranty period.

e. Provide reliable network compatibility to existing Local Area Networks (LANS)
and Wide Area Networks (WANS).

f. Provide Hewlett-Packard's Support PAC three (3) year on-site warranty for
parts and labor for all desktops and servers purchased under this agreement.
Warranty for Hewlett-Packard Omnibook notebooks purchased under this agreement
shall be Hewlett-Packard's Express Exchange warranty. Notebooks will be picked
up by Contractor service staff and replacement returned


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within twenty-four (24) hours.

g. Provide access to a 24 hour help desk with one (1) hour call-back, four (4)
hour response and twenty-four (24) hour repair timeframes.

2.0 TERMS OF AGREEMENT

2.1 This agreement shall be in effect for a period of twelve (12) months from
its date of execution with three (3) twelve (12) month options contingent upon
the approval of the City Manger or his representative and the Contractor.

2.2 Upon expiration of the initial term period of extension, the Contractor
agrees to hold over under the terms and conditions of this agreement for such a
period of time as is reasonably necessary to complete the project outlined
herein.

3.0 FEES AND PAYMENTS

3.1 Fees

The Contractor's fee and pricing for system purchased under this agreement shall
be based upon the Contractor's percentage discount from Hewlett-Packard's HP
First list price referenced in his proposal as follows: Servers: 16% below list.
Desktops: 15% below list. Notebooks: 14% below list. The percentage discount
stated herein shall remain constant throughout the term of the initial contract
period and subsequent extension periods. Contractor shall notify the City of any
revisions to the above referenced list and shall transmit to the City a revised
list within five (5) calendar days. This pricing structure includes
Hewlett-Packard's Support PAC three (3) year on-site warranty for parts and
labor for all systems purchased under this agreement.

3.2 Payments

The City shall make payments against invoices, within thirty (30) days upon
receipt, which are presented to City Departments referencing the contract number
and City PG reference number. Should the City receive partial or incorrect
shipments, payments shall be made only against accepted items and the invoice
shall be marked paid only for accepted items. A separate invoice shall be
submitted to 


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the City upon fulfillment of partial or incorrect shipments.

4.0 CONTRACT VALUE

This agreement shall not exceed six hundred thousand dollars ($600,000).

5.0 ORDERING

Orders shall be placed by City Department FAX to the Contractor. Prior to the
placement of orders, Departments shall contact the Contractor for current
pricing and configuration information. This information can be obtained from the
Company's web site (www.msaustin.com/hp4coa/) or by phone request. The
Contractor will FAX back to the requesting Department a confirming quotation
with a reference number. Contractor will accept only those orders submitted on a
valid City of Austin supply/service release document (PG) containing, at a
minimum, the following information:

a. PG Number.

b. Agreement Number #C970185.

c. Contractor's quotation/reference number if applicable.

d. Signature of authorized department representative.

6.0 INQUIRIES

Department representatives will contact the following Contractor representatives
for the following:

Order Status:  Patricia Fraga, 476-6925
Warranty Issues:  Cindy Stapp, 476-6925

7.0 DELIVERY

Delivery times under this agreement shall be: seventy-two (72) hour delivery on
in- stock, in-warehouse items and two (2) week delivery on all other items. This
does not apply to back ordered items.

8.0 QUANTITIES

The City makes no guarantee to purchase any specific numbers of computer systems
under this agreement. Quantities purchased will be dependent upon each City
Department's requirements.

9.0 INSURANCE AND BONDING

Insurance Certificates and Performance Bonds must be 

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submitted ten (10) days prior to start work. A new Insurance Certificate shall
be submitted to the City for all policies that are renewed during the term of
the contract.

SECTION II

CITY OF AUSTIN
STANDARD PURCHASE
TERMS AND CONDITIONS

Seller and Buyer agree as follows:

1. SELLER TO PACKAGE GOODS: Seller will package goods in accordance with good
commercial practice. Each shipping container shall be clearly and permanently
marked as follows:

(a) Seller's name and address,

(b) Consignee's name, address and purchase order or purchase release number and
the price agreement number if applicable,

(c) Container number and total number of containers, e.g. box 1 or 4 boxes, and

(d) the number of the container bearing the packing slip. Seller shall bear cost
of packaging unless otherwise provided. Goods shall be suitably packed to secure
lowest transportation costs and to conform with requirements of common carriers
and any applicable specifications. Buyer's count or weight shall be final and
conclusive on shipments not accompanied by packing lists.

2. SHIPMENT UNDER RESERVATION PROHIBITED: Seller is not authorized to ship the
goods under reservation and no tender of a bill of lading will operate as a
tender of goods.

3. TITLE & RISK OF LOSS: The title and risk of loss of the goods shall not pass
to the Buyer until the Buyer actually receives and takes possession of the goods
at the points of delivery.

4. DELIVERY TERMS AND TRANSPORTATION CHARGES. F.O.B. Destination unless delivery
terms are specified otherwise in bid. Buyer agrees to reimburse Seller for
transportation costs in the amount specified in Seller's bid, or actual costs,
whichever is lower, if the quoted delivery terms do not include transportation
costs, provided Buyer shall have the right to designate what method of
transportation shall be used to ship the goods.

5. NO REPLACEMENT OF DEFECTIVE TENDER. Every tender or delivery of goods must
fully comply with all provisions of this contract as to time of delivery,
quality, and the like. If a tender is made which does not fully conform, this
shall constitute a breach and Seller shall not have the right to substitute a
conforming tender provided, where the time for performance has not yet expired,
the Seller may 

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seasonable notify Buyer of his intention to cure and may then make a conforming
tender within the contract time but not afterward.

6. PLACE OF DELIVERY.  

The place of delivery shall be that set forth in the block of the purchase order
or purchase release entitled "receiving Agency". Any charge thereto shall be
affected by modification as provided for in Clause 20 "Modifications" hereof.
The terms of this agreement are "no arrival, no sale."

7. INVOICES & PAYMENT.

A. Seller shall submit separate invoices in duplicate on each purchase order or
purchase release after each delivery. Invoices shall indicate the purchase order
or purchase release number and the supply agreement number if applicable.
Invoices shall be itemized and transportation charges, if any, shall be listed
separately. A copy of the bill of lading and the freight waybill when applicable
should be attached to the invoice. Mail to: Named Receiving Department, P.O. Box
1088, Austin, TX 78767. Supplier should keep the Finance Department advised of
any changes in their remittance address.

B. The City's obligation is payable only and solely from funds available for the
purpose of this purchase. Lack of funds shall render this contract null and void
to the extent funds are not available and any delivered but unpaid for goods
will be returned to the Seller by Buyer.

8. GRATUITIES. The Buyer may, by written notice to the Seller, cancel this
contract without liability if it is determined by Buyer that gratuities, in the
form of entertainment, gifts, or otherwise, were offered or given by the Seller
or any agent or representative of the Seller to any officer or employee of the
City of Austin with a view toward securing a contract or securing favorable
treatment with respect to the awarding or amending or the making of nay
determinations provisions, Buyer shall be entitled, in additional to any other
rights and remedies, to recover or withhold the amount of the cost incurred by
the Seller in providing such gratuities.

9. SPECIAL TOOLS & TEST EQUIPMENT. If the price stated on the face hereof,
includes the cost of any special tooling or special test equipment fabricated or
required by the Seller for purpose of filling this order, such special tooling
equipment and any process sheets thereto shall be come the property of the Buyer
and to the extent feasible shall be identified by the Seller as such..


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10. WARRANTY-PRICE. a. The price to be paid by the Buyer shall be that contained
in Seller's current prices on orders by others for products of the kind and
specification covered by this agreement for similar quantities under similar or
like conditions and methods of purchase. In the event Seller breaches this
warranty, the prices of the items shall be reduced to the Seller's actual
expense.b. The Seller warrants that no person or selling agency has been
employed or retained to solicit or secure this contract upon an agreement or
understanding for commission, percentage, brokerage, or contingent fee,
excepting bona fide employees of bona fide established commercial or selling
agencies maintained by the Seller for the purpose of securing business. For
breach or violation of this warranty, the Buyer shall have the right in addition
to any other right or rights to cancel this contract without liability and to
deduct from the contract price, or otherwise recover, the full amount of such
commission, percentage, brokerage or contingent fee.

11. WARRANTY-PRODUCT. Seller shall not limit or exclude any implied warranties
any attempt to do so shall render this contract voidable at the option of the
Buyer. Seller warrants that the goods furnished will conform to the
specifications, drawings and descriptions listed in the bid invitation, and to
the sample(s) furnished by Seller, if any. In the event of a conflict between
the specifications, drawings, and descriptions, the specifications shall govern.

12. SAFETY WARRANTY. Seller warrants that the product sold to Buyer shall
conform to the standards promulgated by the U.S. Department of Labor under the
Occupational Safety and Health Act 1970. In the event the product does not
conform to OSHA standards, Buyer may return the product for correction or
replacement at the Seller's expense. In the event Seller fails to make the
appropriate correction within a reasonable time, correction made by Buyer will
be at Seller's expense.

13. NO WARRANTY BY BUYER AGAINST INFINGEMENTS. As a part of this contract for
sale, Seller agrees to ascertain whether goods manufactured in accordance with
the specifications attached to this agreement will give rise to the rightful
claim of any third person by way of infringement of the like. Buyer makes no
warranty that the production of goods according to the specification will not
give rise to such a claim, and in no event shall Buyer be liable to Seller for
indemnification in the event that Seller is sued on the grounds of infringement
or the like. If Seller is of the opinion that an 


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infringement or the like will result, he will notify Buyer to this effect in
writing within two weeks after the signing of this agreement. If Buyer does not
receive notice and its subsequently held liable for the infringement or the
like, Seller will save Buyer harmless. If Seller in good faith ascertains that
production of the goods in accordance with the specifications will result in
infringement or the like, this contract shall be null and void, except that
Buyer will pay Seller the reasonable cost of his search as to infringements.

14. RIGHT OF INSPECTION. Buyer shall have the right to inspect goods at delivery
before accepting them.

15. CANCELLATION. Buyer shall have the right to cancel for default all or any
part of the undelivered portion of this order if Seller breaches any terms
hereof including warranties of Seller or if the Seller becomes insolvent or
commits acts of bankruptcy. Such right of cancellation is in addition to and not
in lieu of any other remedies which Buyer may have in Law or equity. The City
may cancel for convenience this Agreement upon 30 calendar days written notice
to the Contractor. Effective date of such notice shall begin three (3) days
after date of posting with the United States Postal Service with said notice
being sent to last known address of Contractor.

16. TERMINATION. The performance of work under this order may be terminated in
whole in part by the Buyer in accordance with the provision. Termination of work
hereunder shall be affected by the delivery order is terminated and the date
upon which such termination becomes effective. Such right of termination is in
addition to and not in lieu of rights of Buyer set forth in Clause 15 herein.

17. FORCE MAJEURE. If, by reason of Force Majeure, either party hereto shall be
rendered unable wholly or in part to carry out its obligations under this
Agreement, then such party shall give notice and full particulars of such Force
Majeure in writing to the other party within a reasonable time after occurrence
of the event or cause relied upon, and the obligation of the party giving such
notice, so far as it is affected by such Force Majeure, shall be suspended
during the continuance of the inability then claimed, except as hereinafter
provided, but for no longer period, and such party shall endeavor to remove or
overcome such inability with all reasonable dispatch.


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18. ASSIGNMENT-DELEGATION. No right or interest in this contract shall be
assigned or delegation of any obligation made by Seller without the written
permission of the Buyer. Any attempted assignment or delegation by Seller shall
be wholly void and totally ineffective for all purposes unless made in
conformity with this paragraph.

19. WAIVER. No claim or right arising out of a breach of this contract can be
discharged in whole or in part by a waiver or renunciation of the claim or right
unless the waiver or renunciation is supported by consideration and is in
writing signed by the aggrieved party.

20. MODIFICATION. This contract can be modified or rescinded only by a writing
signed by both of the parties or their duly authorized agents.

21. INTERPRETATION-PAROLE EVIDENCE. This writing is intended by the parties as a
final expression of their agreement and is intended also as a complete and
exclusive statement of the terms of their agreement. No course of prior dealing
between the parties and no usage of the trade shall be relevant to supplement or
explain any term used in this agreement. Acceptance or acquiescence in a course
of performance rendered under this agreement shall not be relevant to determine
the meaning of this agreement even though the accepting or acquiescing party has
knowledge of the performance and opportunity for objection. Whenever a term
defined by the Uniform Commercial Code is used in the agreement, the definition
contain in the Code is to control.

22. APPLICABLE LAW. This agreement shall be governed by Federal, State and local
laws.

23. ADVERTISING. Seller shall not advertise or publish, without Buyer's prior
consent, the fact that Buyer had entered into this contract, except to the
extent necessary to comply with proper requests for information from an
authorized representative of the federal, state or local government.

24. RIGHT OF ASSURANCE. Whenever one party to this contract in good faith has
reason to question the party's intent to perform, he may demand that the other
party give written assurance of his intent to perform. In the event that a
demand is made and no assurance is given within five (5) days, the demanding
party may treat this failure as an anticipatory repudiation of the contract.


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25. VENUE. Both parties agree that venue for any litigation arising from this
contract shall lie in Austin, Travis County, Texas.

26. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS. SEE SUPPLEMENTAL TERMS
AND CONDITIONS.

27. TRAVEL EXPENSES. All travel and lodging expenses in connection with this
contract for which reimbursement is claimed by the Contractor will be reviewed
against the Runzheimer Meal-Lodging Index by the City of Austin Budget Office.
All invoices must be accompanied by copies of receipts (hotel bills, airline
tickets, etc.). No reimbursement will be made for expenses not actually
incurred.

28. INDEMNITY. Contractor undertakes to indemnify the City from any and all
liability loss or damages the City may suffer as a result of claims, demands,
costs, or judgements against it arising out of the negligent performance of the
Contractor of the terms of this contract.

29. INSURANCE. SEE SUPPLEMENTAL TERMS AND CONDITIONS.

30. CONTRACTOR CERTIFICATION. The Contractor certifies that the fees or prices
submitted have been arrived at independently without consultation,
communication, or agreement for the purpose of restricting competition, as to
any matter relating to such fees with any other firm or with any competitor.

31. CALIMS. In the event that any claim, demand, suit, or other action is made
or brought by any person, firm, corporation, or other entity against the
Contractor, the Contractor shall give written notice thereof, to the City
(within two (2) working days after being notified) of such claim, demand, suit,
or action. Such notice shall state the date and hour of notification of any such
claim, demand, suit, or other action; the names and addresses of the person,
firm, corporation, other entity making such claim or that instituted or
threatened to institute any type of action or proceeding, the basis of such
claim, action, or proceeding; and the name of any person against whom such claim
is being made or threatened. Such written notice shall be delivered either
personally or by mail and shall be directed to the Legal Department and the
affected City Department, PO Box 1088, Austin, Texas 78767.

32. AUDITING REQUIREMENTS. It is agreed that Contractor shall maintain and make
available for inspection, audit and/or reproduction by any authorized
representative of the City or any other governmental agency, books, documents,
and other evidence pertinent to the costs and expenses of this contract. This
includes, to the extent such detail will properly reflect all cost: direct and
indirect costs of labor, 

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material, equipment, supplies, and services and all other costs and expenses of
whatever nature for which reimbursement is claimed under provisions of this
contract.

33. NOTICES. All notices under this contract shall be registered mail. Effective
date of such notice shall begin three (3) days after the date of posting with
the United Postal Service with said notice being sent to last known address of
recipient.

CONTRACT ADMINISTRATOR. Unless otherwise specified, the Purchasing Office will
act as the contract point between the City and the Contractor and its designated
the Contract Administrator

35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL. All reports, charts,
schedules, or other appended documentation to any bid, content to basic bid, or
contracts and any responses, inquiries, correspondence, and related material
submitted by Contractor shall become property of the City upon receipt.

36. Delays. THE City reserves the right to delay scheduled due dates if it is to
the advantage of all concerned participating and at no extra cost to the
Contractor.

37. COPYRIGHTS AND RIGHTS IN DATA. Where activities supported by this project
produce original computer programs, writings, sound recordings, pictorial
reproduction, drawings, or other graphical representation and works of any
similar nature (the term computer program includes executable computer programs
and supporting data in any form), the City of Austin has the right to use,
duplicate, and disclose, in whole or in part, in any manner, for any purpose
whatsoever and have others do so. If the material is copyrightable, the
subgrantee may copyright such, and the City of Austin reserves a royalty-free,
non-exclusive, and irrevocable license to reproduce, publish and use such
materials, in whole or in part and to authorize others to do so. Seller assumes
no liability for the City of Austin's use of any material developed by Seller
for any purpose other than the purpose intended under this agreement.

38. PATENT/DISCOVERY. If any discovery or invention arises or is developed in
the course of or as a result of work performed under this project, the
Contractor shall refer the discovery or invention to the City. The Contractor
hereby agrees that determination of rights to inventions made under this project
shall be made by the City, who shall have sole and exclusive powers to determine
whether or not and where a patent applications or patent which may issue
thereon. The determination of the City shall be accepted as final. In addition,
the Contractor hereby agrees and otherwise recognizes that the City shall
acquire at least an irrevocable, non-exclusive, royalty-free license to practice
and have practiced throughout the world for City purposes, any invention made in
the course 


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of or under this project. The Contractor shall include provisions appropriate to
effectuate the purpose of this condition in all contracts of employment,
consultant's agreements or contracts.

39. MAINTENANCE OF RECORD. All required records shall be maintained until an
audit is completed and all questions arising therefrom are resolved, or three
years after completion of a project, whichever occurs first; except that records
will be retained beyond the third year if an audit is in progress and/or the
findings of a completed audit have not been resolved satisfactorily.

40. PUBLICATIONS. All published materials and written reports submitted under
this project must be originally developed material unless otherwise specifically
provided in the contract document. When material, not originally developed, is
included in a report, it shall have the source identified. This identification
may be in the body of the report or by footnote. This provision is applicable
when the material is in verbatim or extensive paraphrase format.

41. PLACE AND CONDITIONS OF WORK. For the work to be perform principally at the
City of Austin offices, the City shall provide conference areas and other work
space for Contractor employees, and shall provide data entry assistance, and
special supplies, in reasonable quantities for use by Contractor personnel.
Contractor personnel shall adhere to the City's established procedure relating
to the use of facilities and equipment. The aforementioned project manager shall
be responsible to obtain information for the Contractor, and shall arrange all
appointments, meetings, and conferences between Contractor's staff and City
personnel, and shall make available to Contractor personnel those items as are
needed to acquaint Contractor's personnel with the City's established
procedures.

42. PRIME CONTRACTOR RESPONSIBILITIES The Contractor will be required to accept
responsibility for all services offered in his proposal. The City of Austin will
consider the selected Contractor's named representative to be the point of
contact with regard to contractual matters. The contractor will be provided
consultation time with management and operational personnel of each
participating City department.

43. RIGHT TO PROTEST. SEE SUPPLEMENTAL TERMS AND CONDITIONS.

44. FRAUD. Fraudulent statements on any response will result in disqualification
and may result in legal action.

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SECTION III  

SUPPLEMENTAL PURCHASE TERMS AND CONDITIONS

A. The following changes are hereby made to the Standard Terms and Conditions:

1. Paragraph 26, entitled "Prohibition Against Personal Interest in Contracts"
is deleted in its entirety and replaced with the following paragraph:26.
PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer or employee of
the City who is involved in the development, evaluation, or decision making
process of this solicitation shall have a financial interest, direct or
indirect, in this Contract. Any willful violation of this section shall
constitute impropriety in office, and any officer or employee guilty thereof
shall be subject to disciplinary action up to and including dismissal. Any
violation of this provision, with the knowledge, expressed or implied, of the
Seller shall render this Contract voidable by the City.

2. Paragraph 29, entitled "Insurance" is deleted in its entirety and replaced
with the following paragraph:

29. INSURANCE. (Applicable to Contracts for services that are performed at the
City facilities or for supplies that are delivered to the City facilities by
vendor personnel).

A. General Requirements.

1. Insurance is required on all City Contracts as stated above unless otherwise
specified.

2. The Seller shall at a minimum carry insurance in the types and amounts
indicated below for the duration of the Contract and during any warranty period.
Buyer shall be listed as an additional insured on all policies (except Workers
compensation).

3. The Seller's shall forward Certificates of Insurance to the Buyer as
verification of coverage and endorsements required below.

4. Seller shall not commence work until the required insurance is obtained and
has been reviewed by Buyer. Approval of insurance by Buyer shall not relieve or
decrease the liability of Seller hereunder and shall not be construed to be a
limitation of liability on the part of Seller.

5. Seller's insurance coverage shall be written by companies licensed to do
business in the State of Texas at the time the policies are issued and shall be
written by companies with A.M. Best ratings of B+VII or better.

6. All endorsements naming the Buyer as additional insured, waivers, and notices
of cancellation endorsements as well as the Certificate of Insurance shall
contain the Contract number and indicate: City of Austin, Purchasing Office,
P.O. Box 1088, Austin, Texas 78767.

7. The "other" insurance clause shall not apply to the Buyer where the Buyer is
an additional insured on any policy. It is intended that policies required in
the Contract, covering both Buyer and Seller, shall be considered primary
coverage as applicable.

8. If insurance policies are not written for amounts 

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specified below, Seller shall carry Umbrella or Excess Liability Insurance for
any differences in amounts specified. If Excess Liability Insurance is provided,
it shall follow the form of the primary coverage.

9. Buyer shall be entitled, upon request and without expense, to receive
certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular
policy terms, conditions, limitations, or exclusions except where policy
provisions are established by law or regulations binding upon either of the
parties hereto or the underwriter on any such policies.

10. Buyer reserves the right to review the insurance requirements set forth
during the effective period of this Contract and to make reasonable adjustments
to insurance coverage, limits, and exclusions when deemed necessary and prudent
by Buyer based upon changes in statutory law, court decisions, the claims
history of the industry or financial condition of the insurance company as well
as Seller.

11. Seller shall not cause any insurance to be cancelled nor permit any
insurance to lapse during the term of the Contract or as required in the
Contract.

12. Seller shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured
retentions shall be disclosed on the Certificate of Insurance.

13. Seller shall provide Buyer thirty (30) calendar days written notice of
erosion of the aggregate limits below occurrence limits for all applicable
coverages indicated in the Contract.

14. If Buyer owned property is being transported or stored off-site by Seller,
then the appropriate property policy will be endorsed for transit and storage in
an amount sufficient to protect Buyer's property.

B. Specific Requirements:

1. Worker's Compensation and Employer's Liability Insurance.Coverage Shall be
consistent with statutory benefits outlined in the Texas Worker's Compensation
Act (Art. 8308-1.01 at seq Tex. Rev. Civ. Stat.). Seller shall assure compliance
with this statute by submitting a standard certificate of coverage to Buyer for
every vendor providing services under the Contract as acceptable proof of
coverage. Worker's Compensation Insurance coverage written by the Texas Workers
Compensation Fund is acceptable to Buyer. Seller's policy shall apply to the
State of Texas and include:

a. A Waiver of Subrogation Endorsement in favor of Buyer.

b. Thirty (30) calendar days Notice of Cancellation in favor of Buyer.

c. Minimum policy limits for Employer's Liability Insurance coverage shall be
$100,000 bodily injury by disease each employee.

2. Commercial General Liability Insurance. The policy shall include:

a. Blanket contractual liability coverage for 


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liability assumed under this Contract and all Contracts related to this project.

b. Completed Operations/Products Liability for the duration of the warranty
period.

c. Thirty (30) calendar days Notice of Cancellation in favor of Buyer.

d. A Waiver of Transfer of Recovery Against Others in favor of Buyer.

e. A minimum combined bodily injury and property damage limit of $600,000 per
occurrence.

3. Business Automobile Liability Insurance. Seller shall provide coverage for
all owned, non-owned and hired vehicles. The policy shall include:

a. A waiver of Subrogation Endorsement in favor of Buyer.

b. Thirty (30) calendar days Notice of Cancellation in favor of Buyer.

c. A minimum combined single limit of $600,000 per occurrence for bodily injury
and property damage. Alternate acceptable limits are $250,000 bodily injury per
person, $500,000 bodily injury per occurrence and at least $100,000 property
damage liability each accident.

3. Paragraph 43, entitled "Right to Protest" is deleted in its entirety and
replaced with the following paragraph:

43. PROTEST PROCEDURES. The purchasing Officer has the authority to settle or
resolve any claim of an alleged deficiency or protest. The procedure for
notifying the City of Austin of an alleged deficiency or filing a protest are
listed below. If you fail to comply with any of these requirements, the
Purchasing Officer may dismiss your complaint or protest.

     A. Prior to bid opening or proposal closing date: If you are a prospective
bidder or proposer and you become aware of the facts regarding what you believe
is deficiency in the solicitation process before the bid is opened or before
closing date for receipt of proposals, you must notify the City in writing of
the alleged deficiency before those dates, giving the City an opportunity to
resolve the situation prior to the bid opening or proposal closing date.

     B. After bid opening or proposal closing date: If you submit a bid or a
proposal to the City and you believe that there has been a deficiency in the
solicitation process or the award, you have the opportunity to protest the
solicitation process or the recommended award as follows:

1. You must file written notice of your intent to protest within three (3)
calendar days of the date that you know or should have known of the facts
relating to the protest. If you do not file a written notice of intent within
this time, you have waived all rights to protest the 



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solicitation process or the award.

2. You must file your written protest within 14 (14) calendar days of the date
that you know or should have known of the facts relating to the protest unless
you know of the facts before the bid has opened or before closing date for
receipt of proposals. If you know of the facts before those dates, you must
notify the City as stated above.

3. You must submit your protest in writing and must include the following
information:

a. your name, address, telephone, and fax number;

b. the solicitation number and CIP number, if applicable;

c. a detailed statement of the factual grounds for the protest, including copies
of any relevant documents.

4. Your protest must be concise and presented logically and factually to help
the City's review.

5. When the City receives a timely written protest, the Purchasing Officer will
determine whether the grounds for your protest are sufficient. If the Purchasing
Officer decides that the grounds are sufficient, the Purchasing Officer will
schedule a protest hearing, usually within five (5) working days. If the
Purchasing Officer determines that your grounds are insufficient, the City will
notify you of that decision in writing.

6. The protest hearing is informal and is not subject to the Open Meetings Act.
The purpose of the hearing is to give you a chance to present your case, it is
not an adversarial proceeding. Those who may attend from the City are:
representatives from the department that requested the purchase, the Department
of Law, the Purchasing Office, and other appropriate City staff. You may bring a
representative or anyone else that will present information to support the
factual grounds for your protest with you to the hearing.

7. A decision will usually be made within fifteen (15) calendar days after the
hearing.

8. The City will send you a copy of the hearing decision after the appropriate
City staff had reviewed the decision.

9. When a protest is filed, the City usually will not make an award until a
decision on the protest is made. However, the City will not delay an award if
the City Manager or the Purchasing Officer determines that:

a. the City urgently requires the supplies or services to be purchased, or

b. failure to make an award promptly will unduly delay delivery or performance.
In those instances, the City will notify you and make every effort to resolve
your protest before the award.

B. The following Terms and Conditions are hereby incorporated and shall apply to
this procurement:

1. Performance 

Failure of the City to insist in any one or more 


<PAGE>   16
instances upon performance of any of the terms and conditions of this contract
shall not be construed as a waiver or relinquishment of the future performance
of any terms and conditions, but the Contractor's obligation with respect to
such performance shall continue in full force and effect.

2. Contingent Fees

The Contractor warrants that no person or selling agency has been employed or
retained to solicit or secure this contract upon an agreement or understanding
for commission, percentage, brokerage, or contingent fee expecting bona fide
Employees of bona fide established commercial or selling agencies maintained by
the Contractor for the purpose of securing business. For breach or violation of
this warranty, the City shall have the right, in addition to any other right or
rights to cancel this contract without liability and to deduct from the contract
price, or otherwise recover the full amount of such commission, percentage,
brokerage or contingent fee.3. Performance Bond Within fourteen (14) days after
notification of award of contract and prior to execution of contract, the
contractor shall submit a Performance Bond in the amount of 50% of the total
amount of the contract. The Performance Bond shall remain in effect throughout
the initial contract period. A new Performance Bond in the amount of 50% of the
total contract amount of any extension periods shall be provided for each
respective extension period.



SECTION IV

CITY WIDE CONTRACT FOR PERSONAL COMPUTERS
City of Austin, Texas and Micro-Media Solutions, Inc.

SIGNATURE PAGE

1.0 ENTIRE CONTRACT

The above constitutes the entire contract and is not subject to modification by
parol or course of dealing or practice and shall be modified only in accordance
with Section II, Paragraph 20.0, MODIFICATIONS.

BY THE SIGNATURES affixed below, the above contract, which includes the
Contractor's proposal, hereby incorporated by reference as part of the terms of
this document, is hereby accepted as to all the terms and conditions.


VENDOR/SUPPLIER:                 CITY OF AUSTIN:



BY:                              BY:
----------------------------     ------------------------------
Jose Chavez, President           Eddie Futcher Clark
     Micro-Media Solutions            Deputy      
     501 Waller St.                   Purchasing 
                                      Officer    
<PAGE>   17
                                  
 
        Purchasing
         Office
     Austin, TX 78702                    
Finance and Administrative 
   Services Department

Date: 5/23/97                         Date:
5/30/97
Finance and Administrative Services

Approve amendment #1 to increase the twelve month contract with the following
vendors: MICRO-MEDIA SOLUTIONS, INC., (MBE/MH), Austin. Texas; COMPUTER
SOLUTIONS, (WBE/FR), Austin, Texas; DELL COMPUTERS, Round Rock, Texas; INACOM
INFORMATION SYSTEMS, Austin, Texas for the purchase of notebook computers,
desktops computers, servers and three year on site warranty and service, in the
amount of $3,334,642, for a total amount to all contractors not to exceed
$6,334,642 with three twelve month extensions options in an amount not to exceed
$3,000,000 per extension, for total contract amounts not to exceed $15,334,642.
Funding in the amount of $2,594,160 was included in the 1997-98 approved Capital
budget of the Electric Utility Department. Funding for the extension options is
contingent upon available funding in future budgets. Best proposal of three. No
M/WBE Subcontracting opportunities identified. City of Austin

April 21, 1997

Jose Chavez, President
Micro-Media Solutions, Inc.
501 Waller St.
Austin, TX 78702

RE: Request for Proposal No. LB97300002
       Personal Computer Procurement

Dear Mr. Chavez:

The City Of Austin would like to thank you for your response to the above
referenced solicitation and to advise you that the evaluation process is now
completed. We are recommending to City Council that awards be made to the
following proposers for the manufacturers indicated.

Dell                    Dell Computer Corporation,
Round Rock, TX

IBM                     Inacom Information Systems,
Austin, TX

Hewlett-Packard         Micro-Media Solutions,
Austin, TX


<PAGE>   18
Compaq                  Computer Solutions,
San  Antonio, TX

NEC                     Computer Solutions,
San Antonio, TX

This item is scheduled for action by Council on April 24, 1997. A composite
evaluation matrix is attached to this notification.

Thank you for your continued interest in doing business with the City of Austin.


Sincerely,



Loren Breland, Buyer
Purchasing Office
Financial and Administrative
Services Department

Ordering Process - Hewlett Packard

1. Departmental contact person will request quote from Micro-Media Solutions'
website. Standard configurations will be bundled.

2. Departmental contact person enters purchase order (PG transaction).

3. Reference Micro-Media Solutions' quotation number on PG.

4. Fax signed/dated PG to Micro-Media Solutions. Do not sent a hard copy.

5. Delivery date within two weeks, usually less time. Equipment will be
delivered to the shipping address.


Servicing Process

1. Service is available only on equipment purchased through this contract. To
determine if the equipment is under warranty through this contract, call Cindy
Stap at 512/476-6952, Ext. 122.

2. If the defective equipment is not under warranty, contact the City's help
desk at 512/499-2393.