UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,  D.C.  20549

Form 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

FOR THE FISCAL YEAR ENDED MARCH 31, 1998

Commission File Number 0-8164

MICRO-MEDIA SOLUTIONS, INC.
(herein referred to as "Registrant", "Company", or "MSI")
(Exact name of registrant as specified in charter)

UTAH  87-0280886
State or other jurisdiction of  (I.R.S. Employer I.D. No.)
Incorporation or organization

Address of principal executive offices) 501 Waller Street, 
Austin, Texas 78702

Issuer's telephone number, including area code (512) 476-
6925

Securities registered pursuant to section 12(b) of the Act:

Title of each class  Name of each exchange on which 
registered
None  N/A

Securities registered pursuant to section 12(g) of the Act:

Title of each class Name of each exchange on which 
registered
Common Stock,   None
Par Value  $.10


Check whether the Issuer (1) filed all reports required to 
be filed by section 13 or 15(d) of the Exchange Act during 
the past 12 months (or for such shorter period that the 
registrant was required to file such report(s), and (2) has 
been subject to such filing requirements for the past 90 
days.  
(1)  Yes  (X) No  (  )    (2)  Yes (X)  No  (  )
Check if disclosure of delinquent filers in response to 
Item 405 of Regulation S-B is not contained in this form, 
and no disclosure will be contained, to the best of 
registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this 
Form 10-KSB or any amendment to this Form 10-KSB.(  )

State issuer's revenues for its most recent fiscal year:  
$2,740,822

State the aggregate market value of the voting stock held 
by non-affiliates computed by reference to the price at 
which the stock was sold, or the average bid and asked 
prices of such stock, as of a specified date within the 
past 60 days.  

The Company does not have an active trading market and it 
is, therefore, difficult, if not impossible, to determine 
the market value of the stock.  Based on the closing price 
for the Company's Common Stock at June 17, 1998 of $6.25 
per share, the market value of shares held by non-
affiliates would be approximately $11,414,000.

As of March 31, 1998 the Registrant had 10,851,261 shares 
of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by 
reference and the part of the form 10-KSB (e.g., part I, 
part II, etc.) into which the document is incorporated:  
(1) Any annual report to security holders; (2) Any proxy or 
other information statement; and (3) Any prospectus filed 
pursuant to rule 424 (b) or (c) under the Securities Act of 
1933:      
None.

PART I

Item 1.  Business

(A)  History and Organization

Micro-Media Solutions, Inc., (formerly Mountain States 
Resources Corporation) was organized under the laws of the 
state of Utah on April 15, 1969.  The operating subsidiary of 
MSI was organized in 1993 in Austin, Texas.  On June 23, 
1997, Mountain States Resources Corporation, a Utah 
corporation ("MSRC"), entered into an agreement and plan of 
reorganization with the shareholders of Micro-Media 
Solutions, Inc., a Texas Corporation whereby the Company 
acquired a non-operating company in exchange for common stock 
of the Company (the "Combination Agreement").  Pursuant to 
the Combination Agreement, MSRC issued 9,310,000 shares of 
its Common Stock for all of the outstanding shares of Micro-
Media Solutions, Inc., a Texas corporation.  As part of the 
reorganization, MSRC changed its name to Micro-Media 
Solutions, Inc. on September 29, 1997.  The transaction was 
accounted for as a recapitalization.







(B)  Business of Issuer

MSI is a technology corporation formed to provide computer 
hardware and peripherals, Internet Services, service and 
support, maintenance, installation services, Network 
Systems Integration, LAN/WAN distribution services, and 
related turnkey services to the public and private sectors.  
MSI maintains certification as a minority-owned business 
enterprise ("MBE") and status as a Historically 
Underutilized Business ("HUB").  As such, MSI has been 
qualified by a number of City, State and Federal agencies 
to provide these services.

MSI is ranked as the fifth highest computer reseller in 
Austin, Texas based on 1997 sales of brand name, factory-
manufactured computers.  In addition to reselling computer 
hardware, the Company focuses on infrastructure design and 
implementation services.  MSI's computer networking 
services include system integration, and local and wide 
area networks.  Since 1993, MSI has installed local and 
wide area networks throughout Texas utilizing an aggregate 
of over 6,000 workstations and 350 servers.  MSI delivers 
complete solutions to clients offering the latest technical 
development in the design, installation, and support of 
client/server systems.  MSI provides depot repair services 
for most brands of personal computer hardware and has 
capabilities for fiber optics through in-plant and out-
plant installation services.  MSI's personnel are certified 
in copper and fiber optic premises wiring systems for data, 
voice, and video applications.

(C)  Products and Services

Networking Systems.  MSI  recognized over the past two 
years that the network marketplace was changing drastically 
from smaller, centrally managed local area networks with 
limited end points to a much broader group that includes 
employee communications, client server work, multimedia, 
Internet access and videoconferencing applications.  To 
serve this market, the Company has expanded its 
sales/service staff by adding 14 sales and service 
employees during 1998.  During 1998, the Company sent its 
service technicians to over forty separate training classes 
to improve levels of certification in fiber optic 
communications and installation, personal computer repair, 
fiber optic termination, Category 5 wiring installation, 
Cisco Systems installation certification, Panduit PAN-NET 
cabling systems and Microsoft core technologies.  The 
Company provides network installation and implementation 
assistance with Asymmetrical Digital Subscriber Line 
("ADSL"), Asynchronous Transfer Mode ("ATM"), Fast Ethernet 
and Fiber Distributed Data Interface ("FDDI").  The Company 
was listed by the Austin Business Journal as number six of 
the largest 25 networking service companies in the Central 
Texas region.    


Internet Market.  During 1998, the Company expanded their 
service offerings in the Internet market with additional 
staff in their programming department to offer Web page 
design, Internet hosting, Internet applications and 
Internet access.  MSI sells and services their line of 
personal computer, the TeleVista, which is designed for use 
with the Internet and corporate Intranets.  Company 
Internet sales focus on the large public agencies, private 
business sector and telecommunications providers.  The 
Company has developed capabilities to provide services as 
an Internet Service Provider ("ISP") and considers that 
product to be a critical part of their sales offering.    

Field Installation Services.  MSI has developed an 
experienced staff of 35 technicians that currently provide 
state-wide field installation services to its key clients 
for the installation of lottery equipment, electronic 
benefit transfer equipment and network configurations. 
Through this strategy, MSI is positioned to offer a variety 
of technological services through its existing service 
staff that currently provides support to most areas of the 
State of Texas.  To provide a high level of timely service 
to all areas in its trade territory, MSI has developed 
numerous strategic relationships with qualified 
technological sub contractors in areas not directly served 
by MSI's staff.     

Network Computers.   MSI provides computers specifically 
designed for networks through the TeleVista, MSI's version 
of the network computer that is an affordable alternative 
to traditional personal computer acquisitions by various 
industries.  The Company has positioned itself as a 
provider of Network Computers ("NCs") and Internet 
services. Additionally, the Company holds the distinction 
of being the only HUB certified original equipment 
manufacturer ("OEM") of Network Computers identified in 
Central Texas.  Continued development of NCs and INET 
services will be a key factor in MSI's growth and business 
stability. The education markets, a significant niche for 
MSI, require a tremendous investment of school district 
resources for computer networking, servers, integration and 
computer work stations.   

Cabling Services.  MSI provides design engineering, bid 
development assistance, project management and cable 
installation for many public and private organizations.  
MSI's staff has several years of industry specific 
experience in most areas of network communications 
including microwave and radar systems.  MSI is positioned 
to offer increased services in the communications area 
through its extensive experience with various cable types 
including installation, splicing and testing of fiber 
optic.  MSI personnel are certified in copper as well as 
fiber optic wiring systems through the SECOR level for 
data, voice, and video applications.


Distribution Services.  The Company provides turn-key 
distribution of products, including warehousing, project 
management, hardware integration, kitting services, media 
duplication, customer packaging, planning, scheduling, and 
inventory control for various companies that provide 
technology based solutions. 

PC Hardware, Service, Support and Maintenance of Hardware 
and Software.  Through its marketing and service staff, the 
Company provides PC system sales, installation, support & 
upgrades, assembly, testing, configuration, maintenance & 
repair, peripheral support hardware, computer relocation's, 
and technical consulting.  Software support for personal 
computers includes design, analysis, custom applications 
development, data management and software implementation.

Distribution.  The Company relies on the direct sales 
method and referrals for the introduction of their products 
and services.  The current marketing and sales force of 13 
as of March 31, 1998 works closely with corporate officers 
to provide the conduit for Company sales in the Company's 
trade area.  Direct distribution of Company offered 
services or service based products is accomplished by 
Company's corporate staff or strategic relationships that 
have been developed with certain contract service 
providers.  Hardware sales distribution is handled by the 
corporate staff of MSI or through agreements with various 
vendors.

Competition. The computer and information access markets 
are characterized by rapidly changing technology and 
evolving industry standards. MSI experiences significant 
competition from other network computer manufacturers, 
suppliers of personal computers and workstations, and 
software developers.  On hardware sales, the Company has 
experienced increased competition in their market from 
numerous hardware vendors that has effectively reduced the 
available profit margins in that line of business.
    
MSI includes several important features that set their 
products and services apart from others that may be 
considered competitive:

   Ability to provide a broad range of network or 
     systems integration services with hardware sales.
   Extensive experience as an established performing 
     historically underutilized business (HUB).
   Established strategic partnerships and alliances.
   Certified Minority Business Enterprise ("MBE") by 
     City, State and Federal Agencies







MSI as well as other Internet service providers will be 
subject to continuing government regulations concerning the 
content and commerce on the Internet.  The Company does not 
anticipate any unusual problems complying with impending 
governmental regulations on the Internet.

(D) Principal Suppliers

The Company purchases its products for resale and use in 
its service projects from a select group of suppliers.  
While the Company relies on a relatively few suppliers, the 
products are available from numerous suppliers throughout 
the country.

(D)  Employees.

At March 31, 1998, MSI had a total of 60 employees of which 
53 are full-time.  None of MSI's employees are subject to a 
collective bargaining agreement.  MSI considers its 
relations with its employees to be good and anticipates 
that it will hire additional field personnel or rely on 
strategic alliances to implement its growth plans.

Item 2.  Properties

General

MSI's principal administrative, marketing, manufacturing 
and research and development operations are located at 501 
Waller Street in Austin, Texas.  MSI leases approximate 
39,500 square feet of executive office, manufacturing and 
distribution space under a long-term lease which expires on 
May 31, 2008.  If it were to require additional space, MSI 
believes that convenient office or warehouse space is 
readily available for lease. The annual gross rent for these 
facilities for the year ended March 31, 1998 was $109,980.   
The Company believes its existing facilities to be adequate 
for its present requirements.  

Capital Expenditures

We believe that investment in the Company's core 
telecommunications, service and hardware business will:
  Facilitate the introduction of new products and services;
  Enhance our responsiveness to ever increasing competitive 
challenges; and
  increase the operating efficiency and productivity of our 
service group.

Growth in capital expenditures was driven by demands in our 
core business coupled with internal expansions to prepare 
for the attraction of larger contracts.  Capital 
expenditures were $195,685, and $632,900 in 1998 and 
1997, respectfully.  Our capital spending is based on 
customer needs and our business plans.  Investments in 
technologies that will enable us to provide customers with 
new products and services represent a high priority.

Item 3.  Legal Proceedings

For a discussion of legal proceedings, refer to Note 14, 
Contingency, in the consolidated financial statements as of 
March 31, 1998.

Item 4.  Submission of Matters to a Vote of Security 
Holders 

No matters were submitted to a vote of security holders of 
MSI during the quarter ending March 31, 1998.  Annual 
meetings of the shareholders of MSI are held in accordance 
with Utah law.  The next annual shareholders meeting will 
be set for August, 1998.

PART II

Item 5.  Market for Registrant's Common Equity and Related 
Stockholder Matters

The Company's Common Stock is traded over-the-counter and 
is quoted on the OTC Electronic Bulletin Board under the 
symbol "MSIA".  The table below sets forth the high and low 
closing sale price of the Common Stock for the periods 
indicated, as reported by the OTC Electronic Bulletin 
Board.

Quarter Ended                   Low                High
June30,1996                     N/A                N/A
September 30, 1996              N/A                N/A
December 31, 1996             0.0625             2.00
March 31,1997                 0.25               2.00
June 30,1997                  0.125              2.00
September 30, 1997            0.50               2.25
December 31, 1997             0.50               3.50
March 31, 1998                0.625              2.6875

On March 31, 1998 there were approximately 5,390 registered 
holders of the Registrant's common stock, including those 
persons having beneficial positions in street name 
holdings.

Holders of common stock are entitled to receive such 
dividends as may be declared by the Registrant's Board of 
Directors.  Since its inception, the Company has not paid 
any dividends and does not anticipate paying any cash 
dividends on its Common Stock in the foreseeable future.  
The Company plans to retain its future earnings, if any, to 
finance the growth and development of its operations.  With 
respect to the Common Stock, the declaration and payment of 
dividends in the future, of which there can be no 
assurance, will be determined by the Board of Directors in 
light of conditions then existing, including the 
Registrant's earnings, financial condition, capital 
requirements and other factors.

See Note 11 in the consolidated financial statements for 
the year ended March 31, 1998, for a discussion of preferred 
stock.

Item 6.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations

The purpose of this discussion is to focus on significant 
changes in the financial condition and results of operations 
of the Company during the past two years.  The discussion and 
analysis is intended to supplement and highlight information 
contained in the accompanying consolidated financial 
statements.  

This report may contain forward-looking statements which are 
subject to numerous assumptions, risk and uncertainties.  
Statements pertaining to future periods are subject to 
uncertainty because of the possibility of changes underlying 
factors and assumptions.  Actual results could differ 
materially from those contained in or implied by such 
forward-looking statements for a variety of factors 
including, but not limited to; significant changes in the 
economic conditions from what is currently anticipated; 
significant delay in or inability to execute strategic 
initiatives designed to grow revenues and/or control 
expenses; and significant changes in accounting, tax or 
regulatory practices or requirements.

The operating company of MSI was organized in 1993 in Austin, 
Texas to provide computer hardware, software programming, 
system support, maintenance, media duplication and kitting to 
the public and private sectors.  MSI maintains certification 
as a minority-owned business enterprise and status as a 
Historically Underutilized Business.  On June 23, 1997, the 
shareholders of Micro-Media Solutions, Inc., a Texas 
Corporation ("Operating Company"),  entered into an agreement 
and plan of reorganization with Mountain States Resources 
Corporation  (now known as Micro-Media Solutions, Inc.), 
(MSRC), whereby the Operating Company acquired MSRC in 
exchange for the Common Stock of the Operating Company (the 
"Combination Agreement").  Pursuant to the Combination 
Agreement, MSRC issued 9,310,000 shares of its Common Stock 
for all of the outstanding shares of Micro-Media Solutions, 
Inc., a Texas corporation (the "Combination"),(the 
"Company").  The Combination was accounted for as a 
recapitalization.

The Company's sales consist of hardware sales and delivery 
of technical services.  During the year ending March 31, 
1997, the sales mix consisted of a significant 
concentration in hardware sales with hardware deliveries to 
one public entity representing over 50% of the sales for 
that period.   Fiscal year 1998 reflects a more normal 
sales mix although the hardware sales production has 
decreased somewhat as a result of the declining hardware 
profit margins attributable to the increased competition 
for the pure hardware sales.

For the years ended March 31, 1998 and 1997, the Company's 
total assets were $2,699,452 and $2,514,308 with 
liabilities of $2,591,686 and 2,617,892. Current assets of 
$1,898,620 and $1,310,495 represent 91.5% and 67.9% of 
current liabilities of $2,074,603 and $1,929,042.  
Improvements in cash and cash equivalents are a result of 
collection of accounts receivable and funds from increases 
in shareholders equity.  Reductions in accounts receivable 
from 1997 to 1998 are a direct reflection of the reduced 
level of sales from the prior year.  Accounts receivable 
balances at March 31, 1998 and 1997, reflect the charge off 
of $73,252 and $96,190 of accounts receivable that the
Company feels are uncollectable.  Company liabilities 
include a cash secured line of credit that was instituted 
in 1998 and certain other Company obligations.  

The Company has subsequent to the end of the year paid 
certain loans in full and substantially reduced the 
borrowings under the cash secured line of credit (see Notes 
4 and 14 in the consolidated financial statements for the 
year ended March 31, 1998).  Net shareholders equity 
(deficit) as of March 31, 1998 and 1997, was $107,766 and 
$(103,584).  During the fiscal year ending March 31, 1998, 
the Company completed phase I and phase II of a private 
placement of preferred stock (see Note 11 in the enclosed 
financial statements).  Subsequent to March 31, 1998, the 
Company partially funded phase III of the preferred stock 
with the completion of the funding anticipated in July, 
1998, (see Note 11 of the consolidated financial statements 
for the year ended March 31, 1998).  Receipt of these funds 
enabled the Company to reduce its outstanding debt and pay 
delinquent accounts payable.  Company expansion will be 
funded through additional funds from Phase III of the 
private placement, a debt offering and a possible public 
offering in 1999.

Revenues for 1998 of $2,740,822 reflect the Company's sales 
efforts in its markets.  Revenues for 1998 decreased 
$1,924,980 or (41.3%) from the $ 4,665,802 recorded in 
1997.  This reduction in 1998 occurred as a result of 
management's attention being focused on seeking a stable 
source for financing the company's expansion, conversion to 
a publicly traded company, development of longer term 
service contracts, expansion of the technical staff to 
service the expanded service contracts and identification 
of appropriate investors for the Company.  These goals have 
been accomplished and the Company anticipates an increase 
in revenue for 1999.  Sales efforts for the year ending 
March 31, 1999, from larger service contracts are expected 
to produce revenue levels that could return the Company to 
a more positive earnings trend.





Cost of goods sold for 1998 declined $245,857 or 7.4% from 
1997.  Cost of goods sold for 1998 of $3,060,633 or 111.7% 
of net revenue is extraordinarily high resulting in a 
negative gross margin of ($319,811) or (11.7%) of revenues 
for the year. The gross margin in 1997 was $1,359,312 or 
29.1% of 1997 revenues compared to a gross margin of 
(11.7%) for 1998. Gross margin percentages experienced in 
1997 more closely represent the margins management is 
working to attain.  Extraordinary items experienced in cost 
of goods sold for 1998 includes a cost overrun of 
approximately $500,000 on a large cabling project for a 
North Texas School District.  Reductions in revenues and 
reduced profit margins on hardware sales account for the 
remainder of the changes in cost of goods sold.  Problems 
experienced in the substantial cost overrun have been 
addressed with better controls, new middle management and 
improved accounting.  Management does not anticipate those 
problems in the future.  Gross margins are expected to 
improve in 1999.

Selling, General and Administrative Expenses in 1998 of 
$2,822,152 represents 102.9% of Revenues.  The 1998 figure 
represents an increase over 1997 of $977,057 or 53.1%.  The 
majority of the expense increase, approximately $716,000, 
represents the increased staff that has been identified to 
enable the Company to work on larger service contracts and 
accomplish increased marketing of Company products.  Staff 
additions include service technicians, sales staff, 
accounting staff and middle management.  The majority of 
the remaining increase in expenses is attributable to 
training for expansion, marketing cost associated with new 
service contracts, and other expenses associated with the 
start up of new service contracts.

For 1998, the Company experienced an operating loss of 
$3,510,653 as compared to a loss of $482,385 in 1997.  A 
substantial portion of 1998's loss is directly attributable 
to the substantial expansion of additional Company 
infrastructure to address larger service opportunities and 
should position the Company to take advantage of new 
business opportunities in 1999 and future years.

Other expenses of $1,167,499 for 1998 reflect an increase
in occupancy and related expenses for company operations.    
The Company increased its leased warehouse space in late 
1997 with the resulting increase reflected in 1998. 
The Company incurred additional expenses for professional 
fees and consultants related to the reverse merger agreement 
and private placement.

Company results have been, and its future operating results 
may be, subject to some seasonality or fluctuations 
resulting from significant contracts with independent 
school districts.  These institutions normally concentrate 
their technology revisions or additions into the summer 
months or the time surrounding certain school vacations.

Going Concern Issue

The Company's large historical losses and accumulated 
deficit raise a doubt as to the Company's ability to 
continue as a going concern. Although the Company plans to 
address the going concern issues described in audited 
financial statements for the past two years through further 
reliance upon private placements, debt issues and public 
offerings, there can be no assurance that the Company will 
be able to secure additional capital through such public or 
private offerings. Subsequent to March 31, 1998, the 
Company received $2 million in phase III of a private 
placement agreement, (see Note 11). The proceeds from this 
private placement has been used to retire debt and decrease 
accounts payable.   The Company's current ratio has 
improved as a result of the retirement of short-term debt 
and accounts payable and increased cash position.  In 
addition, the Company anticipates the completion of Phase 
III in the summer of 1998 and plans a public offering in the 
year ended March 31, 1999.

The Company made significant investments in service related 
infrastructure in 1998 and does not anticipate additional 
expenses of the nature in 1999. In addition, the Company is
working to improve its internal controls through conversion 
to a new accounting system, continuing efforts toward 
efficiency in operations and development of marketing budgets.  
Management has identified and closed substantial contracts in 
1999 and believes it can produce the level of revenue necessary 
to return the Company to a positive earnings trend. The 
financial statements do not include any adjustments that might 
be necessary if the Company is unable to continue as a going 
concern.

Loss of HUB status

As long as the Company maintains its status as a 
"historically underutilized business" ("HUB"), it receives 
favorable treatment by certain governmental entities in 
bidding for long-term contracts.  As the Company's size and 
revenues grow, the Company may surpass limits on size and 
revenue set for HUB companies.  Although management 
estimates that the Company will maintain its HUB status for 
at least eighteen (18) more months, there can be no 
assurance that the Company will continue to qualify for HUB 
status during that period.  Further, there is no assurance 
that HUB-type programs will not be eliminated by the state 
or federal governments.









Liquidity and Capital Resources

During the twelve months ended March 31, 1998, working 
capital increased $442,564 from the prior year as a result 
of the completion of two private placements of the 
Company's preferred stock and reduction of the Company's 
bank lines of credit. At March 31, 1998, the Company had a 
working capital deficit of ($175,983) compared to a working 
capital deficit of ($618,547) at March 31, 1997.  During 
this period the Company's accounts payable decreased 
$575,701 or 65.7%.  As of March 31, 1998, MSI was more than 
thirty (30) days past due on a portion of its accounts 
payable in the amount of $170,000.  Subsequent to 
March 31, 1998, the majority of the accounts payable over 
thirty days past due were paid. The Company has a critical 
need for additional capital.  The inability to obtain 
significant additional financing would have a material 
adverse effect on the Company's business, financial 
condition and results of operations.  There can be no 
assurance that the Company will be able to obtain such 
additional capital.

Rapid Technological Change; Risk of Product Delays; Risk of 
Product Defects

The markets in which the Company competes are characterized 
by ongoing technological developments, frequent new product 
announcements and introductions, evolving industry 
standards and changing customer requirements. If the Company
is unable to enhance its existing products or introduce new 
products that address changing customer requirements, there 
could be a material adverse effect on the Company's business, 
financial conditions and operations.

Competition

The computer and information access markets in which the 
Company competes are characterized by rapidly changing 
technology and evolving industry standards.  The Company 
experiences significant competition in these markets from 
several competitors that have greater capital resources and 
larger  research and development staffs and facilities.  
There can be no assurance that the Company will develop 
sufficient research and development resources to compete 
favorably with these larger competitors.












Year 2000 Issues

As with other companies, the Company has initiated a 
program to study the impact on its computer systems in 
order to be Year 2000 compliant.  This study involves 
identifying any modifications or replacements of certain 
hardware and software maintained by the Company.  In 
addition, the Company is also taking actions to 
assure that its customers are taking steps to 
remedy their Year 2000 issues.  The Company has identified 
the computer systems which will require either 
modification, upgrade or replacement.  The Company 
anticipates that in-house personnel will be primarily 
responsible for completing these task and that the cost 
will not be significant.  As such, the Company believes 
that the planned modifications, upgrades and replacement of 
existing systems will be completed in a timely fashion to 
assure Year 2000 compliance, and any related cost will not 
have a material impact on the Company's results of 
operation, cash flows or financial condition in future 
periods.

Inflation

The Registrant does not believe that national or local 
inflation will have a material impact on Registrant's 
future product pricing since the Company has the ability to 
adjust prices to meet the current market.  Inflation may 
have a direct effect on Company's ability to deliver 
products pursuant to agreed contracts. This is attributable 
to a wide variety of factors, including, but not limited 
to, critical component availability, the timing of new 
product introductions by MSI and its competitors, 
fluctuating market pricing for computer and semiconductor 
memory products, industry competition and fluctuating 
component costs. Additionally, inventory obsolescence, 
seasonal cycles common in the computer industry, seasonal 
government purchasing cycles, the effect of product reviews 
and industry awards, manufacturing and production 
constraints, changes in product mix and the timing of 
orders from and shipments to OEM customers could affect 
operating performance.  Consequently, the operating results 
for any particular period are not necessarily indicative of 
the results that may occur in any future period.













This report contains, and from time to time the Company or 
certain of its representatives may make, "forward-looking 
statements" within the meaning of Section 27A of the 
Securities Act of 1933, as amended, and Section 21E of the 
Securities Exchange Act of 1934, as amended.  These 
statements are generally identified by the use of words 
such as "anticipate," "expect," "estimate'" "believe," 
"intend," and with similar meanings. Although the Company 
believes that the current views and expectations reflected 
in those forward-looking statements are reasonable, those 
views and expectations, and the related statements are 
inherently subject to risks, and other factors, many of 
which are not under the Company's control may not be 
predictable.  Those risks, uncertainties, and other factors 
could cause the actual results to differ materially from 
those in the forward-looking statements.  Those risks, 
uncertainties, and other factors include, but are not 
limited to, many of the matters described in this report: 
the Company's accumulated deficit and historical operating 
losses; the Company's critical need for additional capital; 
the loss of the Company's status as a "historically 
underutilized business"; rapid changes in technology; and 
competition.  The Company expressly disclaims any 
obligations to release publicly any updates or revisions to 
these forward-looking statements to reflect any changes in 
its views or expectations.

Item 7.  Financial Statements and Supplementary Data

INDEX:

Independent Auditor's Report - Brown, Graham & Company, PC

Independent Auditor's Report - Salazar & Associates, CPAs

Consolidated Balance Sheet

Consolidated Statements of Operations

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Cash Flow

Notes to Consolidated Financial Statements













Brown, Graham & Company, PC
Certified Public Accountants
 

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of Micro-Media Solutions, Inc.,
 

We have audited the accompanying consolidated balance sheet 
of Micro-Media Solutions, Inc. and Subsidiary (the "Company") 
as of March 31, 1998 and the related consolidated statements 
of operations, stockholders' equity and cash flows for the 
year ended.  These consolidated financial statements are the 
responsibility of the Company's management.  Our 
responsibility is to express an opinion on these consolidated 
financial statements based on our audit. 

We conducted our audit in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about 
whether the financial statements are free of material 
misstatement.  An audit includes examining on a test basis, 
evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the 
accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial 
statement presentation.  We believe that our audit provides a 
reasonable basis for our opinion.

In our opinion the consolidated financial statements referred 
to above present fairly, in all material respects, the 
financial position of Micro-Media Solutions, Inc. and 
Subsidiary as of March 31, 1998, and the results of their 
operations and cash flows for the year then ended in 
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared 
assuming that the Company will continue as a going concern. 
As discussed in Note 8 to the consolidated financial 
statements, current liabilities exceed current assets by 
$175,983 and has suffered losses from operations for the 
years ended March 31, 1998 and 1997 which raise substantial 
doubt about its ability to continue as a going concern. The 
financial statements do not include any adjustments relating 
to the recoverability and classification of recorded assets, 
or the amounts and classification of liabilities that might be 
necessary in the event the Company cannot continue in existence. 


/s/ Brown, Graham & Company, PC

Georgetown, Texas
June 9, 1998



Salazar & Associates
CERTIFIED PUBLIC ACCOUNTANTS
Jose Salazar, CPA              Frances Ortiz-Salazar, CPA

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of Mountain States Resources 
Corporation: 
We have audited the accompanying consolidated statements of 
operations of Mountain States Resources Corporation and 
subsidiary (the "Company") for the year ended March 31, 
1997.  This consolidated financial statement is the 
responsibility of the Company's management.  Our 
responsibility is to express an opinion on the consolidated 
financial statement based on our audit. 

We conducted our audit in accordance with generally 
accepted auditing standards.  Those standards require that 
we plan and perform the audit to obtain a reasonable 
assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining on a 
test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes 
assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the 
overall financial statement presentation.  We believe that 
our audit provides a reasonable basis for our opinion.

In our opinion the consolidated statement of operations 
referred to above presents fairly, in all material 
respects, the consolidated results of their operation for 
the year ended March 31, 1997, in conformity with generally 
accepted accounting principles.

The accompanying consolidated financial statement have been 
prepared assuming that the Company will continue as a going 
concern.  As discussed in Note 10 to the consolidated 
financial statement, the Company has suffered losses from 
operations and has a working capital deficiency, which 
raises substantial doubt about its ability to continue as a 
going concern.  Management's plans regarding these matters 
are presented in Note 10 of this financial statement.

As more fully described in Note 11 and 12, subsequent to 
the issuance of the Company's March 31, 1997 financial 
statements and our report thereon dated June 22, 1997, we 
became aware that those financial statements did not 
reflect certain adjustments as described in Notes 11 and 
12.  In our original report we expressed an unqualified 
opinion on the March 31, 1997 financial statement as 
described in paragraph four above, and our opinion on the 
revised statements, as expressed herein, remains 
unqualified with respect to paragraph four above.
/s/ Salazar and Associates
Austin, Texas
June 22, 1997, except as to the fifth paragraph above and 
Notes 11 and 12, which are as of June 10, 1998
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Balance Sheet
March 31, 1998

ASSETS
Current Assets
     Cash and Cash Equivalents                   $    25,785
     Accounts Receivable - Trade                     150,851
     Inventory                                       285,023
     Short-Term Investment (Note 4)                1,350,000
     Other Receivables - Advances (Note 2)            86,961
           Total Current Assets                    1,898,620

Property, Plant, and Equipment, net (Note 3)         800,832


TOTAL ASSETS                                     $ 2,699,452



LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
     Accounts Payable - Trade                    $   300,033
     Other Accrued Expenses                          153,240
     Bank Line of Credit (Note 4)                  1,228,966
     Current Maturities of Long-term Debt (Note 6)   151,267
     Current Portion of Obligations Under 
     Capital Leases (Note 7)                          41,097
     Other Notes Payable (Note 14)                   200,000
     Total Current Liabilities                     2,074,603

Long-Term Liabilities
     Notes Payable (Note 6)                          367,522
     Obligations under Capital Leases (Note 7)       149,561
           Total Long-Term Notes                     517,083

Commitments and Contingencies (Notes 8, 10 & 14)

Stockholders' Equity 
     Preferred stock Series B; $5.30 
       stated value; 490,000 shares 
       authorized, issued & outstanding (Note 11)  2,597,000
     Preferred Stock Series C; $10.60 
     stated value; 99,057 shares
     authorized, issued & outstanding (Note 11)    1,050,004
     Common stock at $.10 par value;
       50,000,000 authorized,
       10,851,261 shares issued & outstanding      1,085,126
     Additional Paid-in Capital (Note 11)          2,491,458
     Accumulated Deficit (Note 11)                (7,115,822)
           Total Stockholders' Deficit               107,766
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 2,699,452


The accompanying notes are an integral part of these 
financial statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statements of Operation
For the Years Ended March 31, 1998 and 1997






                                     1998             1997

Net Revenues                    $ 2,740,822      $ 4,665,802

Cost of Goods Sold                3,060,633        3,306,490

Gross Margin (Deficit)           (  319,811)       1,359,312

Selling, General and Administrative Expenses:
  Salaries, Benefits & Related    1,650,764        1,202,790
  Other expense                   1,165,499          440,296
Interest expense                    299,327          102,421
Provision for 
  Uncollectable Accounts             75,252           96,190
                                  3,190,842        1,841,697

Net Loss                        $(3,510,653)     $(  482,385)

 
Basic and Diluted  Net Loss 
  Per Share (Note 13)           $     (0.65)     $     (0.05)

Basic and Diluted weighted 
  average shares outstanding     10,785,717       10,026,400
  (Note 13)





















The accompanying notes are an integral part of these 
financial statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
For the Years Ended March 31, 1998 and 1997
(page 1 of 3)

                            Preferred Stock 
                      Series B          Series C          
                  Shares    Amount   Shares   Amount     
Balance
March 31, 1996            $                 $           

Common stock
issued for 
services                                                

Common stock 
options exercised

Net loss 

Balance
March 31, 1997

Common stock  issued:
  Interest
  Compensation 
  Preferred 
   stock dividend

Preferred stock 
  issued:
  Private 
   Placement      420,000  2,226,000 99,057  1,050,004  
  Senior Debt      70,000    371,000

Preferred stock 
  dividend           

Stock option for
compensation 

Cash received 
from stock 

Net loss

Balance
March 31, 1998    490,000 $2,597,000 99,057 $1,050,004 







The accompanying notes are an integral part of these 
financial Statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
For the Years Ended March 31, 1998 and 1997
(page 2 of 3)                                                 
                                                   Additional
                                                 (Discount on)
                                Common Stock         Paid-In
                             Shares      Amount      Capital  
Balance
March 31, 1996             9,784,733  $  978,473  $(1,046,058) 

Common stock
issued for 
services                     480,000      48,000      

Common stock 
options exercised            500,000      50,000      

Net loss       

Balance
March 31, 1997            10,764,733   1,076,473   (1,046,058)

Common stock issued:
  Interest                    10,286       1,029        4,114  
  Compensation                52,500       5,250       46,407
  Preferred 
   stock dividend             23,742       2,374       56,294

Preferred stock 
  issued:
  Private 
   Placement                                         (688,000)
  Senior Debt

Preferred stock 
  dividend                                          3,412,502

Stock option for
compensation                                          193,750

Cash received 
from stock                                            512,449
 
Net loss

Balance
March 31, 1998            10,851,261  $1,085,126   $2,491,458







The accompanying notes are an integral part of these 
financial Statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
For the Years Ended March 31, 1998 and 1997
(page 3 of 3)                       


                                  Accumulated       
                                    Deficit      Total
Balance
March 31,                       $   348,386  $  280,801

Common stock
issued for 
services                                         48,000

Common stock 
options exercised                                50,000 

Net loss                         (  482,385) (  482,385)

Balance
March 31, 1997                   (  133,999)   (103,584)

Common stock issued:
  Interest                                        5,143
  Compensation                                   51,657
  Preferred 
   stock dividend                (   58,668)         

Preferred stock 
  issued:
  Private 
   Placement                                  2,588,004
  Senior Debt                                   371,000

Preferred stock 
  dividend                       (3,412,502)

Stock option for
compensation                                    193,750

Cash received 
from stock                                      512,449
 
Net loss                         (3,510,653) (3,510,653)

Balance
March 31, 1998                  $(7,115,822) $  107,766







The accompanying notes are an integral part of these 
financial Statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flow
For the years ended March 31, 1998 and 1997
(page 1 of 2)
                                         1998         1997
Cash Flows from Operating Activities:
 Net loss                           $(3,510,653) $(  482,385)
 Adjustments to reconcile net loss
  to net cash provided by 
   operating activities:
   Depreciation expense                 178,895      116,628
   Stock issued for compensation        145,407
   Stock issued for interest              5,143
   Change in trade receivables          938,505   (  165,619)
   Change in inventory              (    19,569)     189,040
   Change in accounts payable       (   575,700)     351,644
   Change in accrued expenses            40,057      395,989
   Net cash provided by (used by)
    operating activities            ( 2,797,915)     405,297 

Cash Flows from Investment Activities:
 Purchase of property & equipment   (   195,685)  (  632,900)
 Purchase of short term investment  ( 1,350,000) 
 Proceeds from notes receivables        335,380   
 Additional receivables             (    65,000)  (   19,370)
   Net cash provided by (used by)
    investing activities            ( 1,275,305)  (  652,270)

Cash Flows from Financing Activities:
 Proceeds from (payments on)
  line of credit (net)                  504,076   (  398,331)
 Proceeds from other notes payable      200,000
 Proceed from (payments on) 
  long term debt                    (   162,153)     501,302
 Proceeds from (payments on) 
  capital lease obligations         (    32,483)     160,565
 Proceeds from private placement of
  Preferred Stock                     2,688,000
 Proceeds from Senior Convertible
  Debt & other capital transactions     883,453   
   Net cash provided by 
    financing activities              4,080,893      263,536
Net increase in cash                      7,673       16,563
Cash at beginning of period              18,112        1,549
Cash at end of period               $    25,785   $   18,112

Supplemental disclosure:
 Cash paid during the year for:
 Interest                           $   232,578   $   97,143






The accompanying notes are an integral part of these 
financial statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flow (continued)
For the years ended March 31, 1998 and 1997
(page 2 of 2)

Supplemental schedule of non-cash investing and financing 
  activities:
                                          1998         1997
 Preferred stock issued for 
  underwriting fees                 $   156,000
 Inventory received on other
  notes receivable                       84,394
 Common stock issued for:
  compensation                          145,407
  interest on debt                        5,143








































The accompanying notes are an integral part of these 
financial statements.
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMEMTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business and Organization
Micro-Media Solutions, Inc. (formerly Mountain States 
Resources Corporation, ("MSRC")), was organized under the 
laws of the State of Utah on April 15, 1969. MSRC began 
operations in April 15, 1969, as a mining, mineral extraction 
and oil and gas exploration company.  MSRC discontinued its 
operations in 1993 and became a development stage company as 
described in the Statement of Financial Accounting Standards 
No.7, "Accounting and Reporting by Development Stage 
Enterprises". On June 23, 1997, MSRC entered into a reverse 
merger agreement and plan of reorganization with the 
shareholders of Micro-Media Solutions, Inc. (a Texas 
Corporation),("MSI-Texas"), in which MSRC acquired 100% of 
the common stock of MSI-Texas.  As part of the 
reorganization, MSRC changed its name to Micro-Media 
Solutions, Inc., (a Utah Corporation), ("MSI") (the 
"Company").  The transaction was accounted for as a 
recapitalization.

MSI-Texas is an Austin, Texas, based technology corporation 
formed to provide Computer hardware, software programming, 
system support, maintenance, media duplication, and kitting 
to the public and private sectors.  In addition, MSI-Texas is 
certified by the State of Texas as a Historically 
Underutilized Business (HUB). 

MSI-Texas is a business solutions technology integrator with 
infrastructure design and implementation services.  In 
addition, MSI-Texas' computer networking services includes 
system integration and local and wide-area networks.

Principles of Consolidation
The consolidated financial statements the years ended March 
31, 1998 and 1997, include the accounts and transactions of 
MSI and MSI-Texas.  All significant inter-company accounts 
and transactions have been eliminated in the accompanying 
consolidated financial statements.  MSI, however, did not 
have any material asset or liability accounts or account 
balances. With the exception of MSI's equity accounts, 
the significant account balances belong to MSI-Texas.

Cash and Cash Equivalents
Cash equivalents consist primarily of funds invested in 
short-term interest-bearing accounts.  The Company considers 
all highly liquid investments purchased with initial 
maturities of three months or less to be cash equivalents. 





MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

Accounts Receivable
The Company follows the allowance method of expensing 
accounts receivable when considered uncollectable.  As of 
March 31, 1998, management believes all accounts are 
collectible; and therefore, no allowance has been recorded.

Inventory
Inventory is valued at lower of cost, using the FIFO 
method(first-in/first-out), or market. Inventory consists 
principally of hardware and software needed for maintaining 
and building network technology for customers.

Property, Plant, and Equipment
Property and equipment are stated at cost. For financial 
statement purposes, depreciation is computed using the 
straight-line method over the estimated useful lives of the 
related assets.  Amortization of leasehold improvements is 
computed using the straight-line method over the shorter of 
the term of the related lease or the useful life of the 
leasehold improvements.  Accelerated depreciation methods are 
used for tax purposes. Depreciation and amortization are 
calculated over the following useful lives stated in years:
                                   Useful Lives
      Vehicles                           5
      Furniture and fixtures             5
      Equipment                          5
      Leasehold improvements            31.5

New Accounting Pronouncements
The Company accounts for stock options and warrants issued to 
employees in accordance with APB 25, "Accounting for Stock 
Issued to Employees".  The Company follows FASB Statement 
123, "Accounting for Stock-Based Compensation" ("SFAS No. 
123")  for financial statement disclosure purposes and 
issuance of options and warrants to non-employees for 
services rendered.

In accordance with FAS 121, "Accounting for the Impairment of 
Long-Lived Assets and for Long-Lived Assets to be Disposed 
Of", management reviews long-lived assets and intangible 
assets for impairment whenever events or changes in 
circumstances indicate the carrying amount of an asset may 
not be fully recoverable.  As part of this assessment, 
management prepares an analysis of the undiscounted cash 
flows for each product that has significant long-lived or 
intangible asset values associated with it.  This analysis 
for the asset values as of March 31, 1998, indicated there 
was no impairment to the carrying value of these assets.




MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

SFAS No. 130, "Reporting Comprehensive Income", effective for 
fiscal years beginning after December 15, 1997, establishes 
standards for reporting and display of comprehensive income 
and its components in a full set of general purpose financial 
statements.  This statement requires that all items that are 
required to be recognized under accounting standards as 
components of comprehensive income be reported in a financial 
statement that is displayed with the same prominence as other 
financial statements.  The Company has addressed the 
requirements of SFAS No. 130 and no material impact on the 
financial statements is expected.

SFAS No. 131, "Disclosures about Segments of an Enterprise 
and Related Information", effective for fiscal years 
beginning after December 15, 1997, establishes standards for 
reporting information about operating segments in annual 
financial statements and interim financial reports issued to 
shareholders.  Generally, certain financial information is 
required to be reported on the basis that is used internally 
for evaluating performance or an allocation of resources to 
operating segments.  The Company has not yet determined to 
what extent the standard will impact its financial 
statements.

Revenue Recognition
For financial reporting purposes, revenues are recognized in 
the accounting period that corresponds with the performance 
of the service to the customer.  The related costs and 
expenses are recognized when incurred.  Revenues are derived 
from local and state government contracts and contracts with 
local businesses.

Federal Income Tax
The Company uses the liability method of accounting for 
income taxes as prescribed by the Financial Accounting 
Standard Board Statement No. 109.  Deferred tax liabilities 
and assets are determined based on differences between the 
financial statement and tax basis of assets and liabilities 
using enacted tax rates expected to be in effect for the year 
in which the differences are expected to reverse.  The net 
change in deferred tax assets and liabilities is reflected in 
the statement of operations. 

Use of Estimates and Certain Concentrations
Management of the Company has made a number of estimates and 
assumptions relating to the valuation and reporting of assets 
and liabilities and the disclosure of contingent assets and 
liabilities to prepare these consolidated financial 
statements in conformity with generally accepted accounting 
principles.  Although actual results could differ from those 
estimates, Management believes its estimates are reasonable.  
Certain components, subassemblies and software included in 
MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

the Company's computer systems are obtained from sole 
suppliers or a limited number of suppliers.  The Company 
relies, to a certain extent, upon the ability of its 
suppliers' to enhance existing products in a timely and cost-
effective manner, to develop new products to meet changing 
customer needs and to respond to emerging standards and other 
technological developments in the computer industry.  The 
Company's reliance on a limited number of suppliers involves 
several risks, including the possibility of shortages and/or 
increases in costs of components and subassemblies, and the 
risk of reduced control over delivery schedules.

Financial Instruments
Cash equivalents include highly liquid short-term investments 
with original maturities of three months or less, readily 
convertible to known amounts of cash.  The amounts reported 
as cash equivalents, receivables, other assets, accounts 
payable and accrued expenses and debt are considered by the 
Company to be reasonable approximations of their fair values, 
based on market information available to management as of 
March 31, 1998.  The use of different market assumptions and 
estimation methodologies could have a material effect on the 
estimated fair value amounts.  The reported fair values do 
not take into consideration potential taxes or other expenses 
that would be incurred in an actual settlement.

Financial instruments that potentially subject the Company to 
concentration of credit risk consist principally of cash and 
cash equivalents and trade accounts receivable.  A 
concentration of credit risk may exist with respect to trade 
receivables, as many of the Company's customers are in the 
computer and telecommunications industries. The Company has a 
large number of customers on which it performs ongoing credit 
evaluations and generally does not require collateral from 
its customers. Historically, the Company has not experienced 
significant losses related to receivables from individual 
customers or groups of customers in any particular industry 
or geographic area.

NOTE 2. OTHER RECEIVABLES

Other receivables include employee advances for travel and 
lodging for out of town projects in the amount of $21,961.  
Also included in other receivables is $65,000 of cost paid by 
the Company to third parties in satisfaction of obligations of 
Argus Management, Inc., (see Note 14).

NOTE 3. PROPERTY, PLANT AND EQUIPMENT

A summary of the Company's investment in property, plant and 
equipment at March 31, 1998, is as follows (see Note 7):

MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

Equipment, Furniture and Fixtures     $   613,185
Transportation Equipment                  253,204
Leasehold Improvements                    307,790
                                        1,174,179
Less Accumulated Depreciation             373,347
Net Property, Plant and Equipment     $   800,832

Depreciation charged against income for the years ended March 
31, 1998 and 1997, was $178,892 and $116,628, respectively.

NOTE 4.  SHORT-TERM BORROWINGS

The Company has a secured line of credit agreement with Bank 
One providing for borrowings of up to $725,000 based on the 
amount of the Company's eligible receivables.  As of March 
31, 1998, the Company owed $208,966.  This amount was paid in 
full in April 1998 and was not renewed. Under the agreement, 
the Company was subject to covenants including certain 
financial ratios.

The Company has a secured line of credit agreement with 
Compass Bank for $1,350,000 secured by two certificates of 
deposit aggregating $1,350,000 held in the Company's name by 
Compass Bank and payable in monthly installments of interest 
only.  The balance as of March 31, 1998, was $1,020,000.  
Subsequent to March 31, 1998, the outstanding balance of the 
line of credit was reduced to $750,000 using subsequent 
funding (see note 11) and matures February 5, 1999.

NOTE 5. FEDERAL INCOME TAXES

A reconciliation of income tax at the statutory rate to the 
Company's effective rate is as follows:

Computed at the expected statutory rate     $(1,193,600)
Non-deductible items                              8,500
Valuation allowance                           1,185,100 
Income tax                                  $         -

Deferred tax assets are as follows:
      Deferred tax asset                    $ 1,257,246
      Valuation allowance                    (1,257,246)
                                            $         -

The Company has available at March 31, 1998, $3,700,000 of 
unused operating loss carryforwards that may be applied 
against future taxable income and that expire in various 
years through 2013.




MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

NOTE 6. NOTES PAYABLE

Long-term notes payable consists of the following amounts at 
March 31, 1998:

Austin Community Development Corporation, $100,000 
equipment loan dated May 29, 1996, secured by 
equipment and accounts receivable.  Loan requires
interest payments at 9% for the first six months, 
principal and interest payments thereafter of 
$2,224 beginning in February 1997.  Loan will 
mature over a 60 month period ending January 2002. $  81,327

Austin Community Development Corporation, $100,000 
working capital loan dated June 14, 1995, secured by 
equipment and accounts receivable.  Loan is due in 
48 monthly principal installments of $2,083 along 
with interest of 9% beginning in July 1996. Loan 
will mature in June 2000.                             56,497

Neighborhood Commercial Management Program, $75,000 
loan from City of Austin dated June 8, 1995, secured 
by second lien on equipment and accounts receivable.  
Loan is due in 60 monthly installments of principal 
and interest of $1,347 beginning January 1996.  
Interest rate of 0% until December 1995, hereafter 3% 
rate to maturity.  Loan will mature over a 60 month 
period ending December 2000.                          43,104

Neighborhood Commercial Management Program, $250,000 
loan from City of Austin dated August 12, 1996, secured 
by second lien one equipment and accounts receivable.  
Loan is due in 60 monthly installments of principal 
and interest of $4,492 beginning January 1997.  
Interest rate of 0% until December 1996, hereafter 3% 
rate to maturity.  Loan will mature over a 60 month 
period ending December 2001.                         191,194

Bank One, $200,000 loan dated June 26, 1996, secured 
by a first lien equipment and leasehold improvements 
of the Company. Loan  is due in 60 monthly principal 
installments of $3,333 along with interest equal to 
the Bank One Texas base rate plus %.Subsequent to 
March 31, 1998, loan was paid in full.               146,667
                                                     518,789
Less current portion                                (151,267)
                                                   $ 367,522 





MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

Following are maturities of long-term debt for each of the 
next five years:

Year Ended March 31,
 1999                    $ 151,267
 2000                      153,067
 2001                      134,348
 2002                       80,107

The officers of the Company have personally guaranteed all 
notes.

Note 7. OBLIGATIONS UNDER CAPITAL LEASES

The Company is lessee of transportation and telephone 
equipment under capital leases expiring in various years 
through September 2001.  The asset and liabilities under 
capital leases are recorded at the lower of the present value 
of the minimum lease payments or the fair value of the 
assets.  The assets are depreciated over the lower of their 
related lease terms or their estimated productive lives.  
Depreciation of assets under capital leases is included in 
depreciation expense (see Note 3).

Following is a summary of property held under capital leases:

Transportation Equipment              $ 218,055
Communication Equipment                  56,014

Minimum future lease payments under capital leases as of 
March 31, 1998, for each of the next five years and in the 
aggregate are:

Year Ended March 31,
1999                                   $ 68,077
2000                                     60,343
2001                                     74,985
Total minimum lease payments            203,405
Less: Amount representing interest     ( 12,747)
                                        190,658
      Less current portion             ( 41,097)
                                       $149,561 










MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

NOTE 8. GOING CONCERN

The accompanying consolidated financial statements have 
been prepared in conformity with generally accepted 
accounting principles which contemplate continuation of the 
Company as a going concern.  However, the Company has 
incurred a net loss in the current year of $3,510,653. As 
of that date, the Company's current liabilities exceeded 
its current assets by $175,983.  At March 31, 1998, the 
Company owes accounts payable with dates due in excess of 
thirty (30) days in the approximate amount of $170,000.  
These factors create a substantial doubt about the 
Company's ability to continue as a going concern.  The 
ability of the Company to continue as a going concern is 
dependent on obtaining additional financing to fund the 
expenses related to operations and capital improvements.  

Subsequent to March 31, 1998, the Company completed
Phase III of a private placement agreement, (see Note 11). 
The proceeds from this private placement have been used to 
retire debt and decrease accounts payable.  In addition, 
the Company anticipates the completion of Phase III in the 
summer of 1998 and plans a public offering in the year 
ended March 31, 1999.

In addition, the Company is working to improve its internal 
controls through conversion to a new accounting system, 
continuing efforts toward efficiency in operations and 
development of marketing budgets.  Management has 
identified and closed substantial contracts in 1999 and 
believes it can produce the level of revenue necessary to 
return the Company to a positive earnings trend. The 
financial statements do not include any adjustments that 
might be necessary if the Company is unable to continue as 
a going concern.

NOTE 9. RELATED PARTY TRANSACTIONS

The Company had notes receivable from certain related parties 
at March 31, 1997, in the amount of $419,774.  These related 
parties are owned and controlled by majority stockholders of 
the Company.   During the year ended March 31, 1998, the 
Company loaned an additional $142,265 to these related 
entities and received payments in the amount of $562,039.  At 
March 31, 1998, the Company did not have any notes 
receivables or payables to related parties.






MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

NOTE 10. COMMITMENTS

The Company leases its principal general offices and 
warehouse facilities.  The leases expire at May 31, 2008.  
Future minimum lease payments are as follows:

Year Ended March 31, 
       1999           $  133,296
       2000              142,464
       2001              149,340
       2002              168,480
       2003              179,010
       2004              189,540
       2005              200,070
       2006              210,600
       2007              221,070
       2008              231,660
       2009               40,365
      Total          $ 1,865,895 
The total rental obligation under the above contract for the 
year ended March 31, 1998, was $109,980.

NOTE 11:  STOCKHOLDERS' EQUITY

In October 1997, the Company completed a Private Placement 
Agreement, (the "Agreement") with a group of accredited 
investors.  The Agreement provides for three "Phases" of 
financing. 

Phase I of the Agreement was funded in November 1997. The 
Company received $2,120,000 in exchange for 400,000 shares of 
series B preferred stock (5% cumulative, convertible, non-
voting, stated value $5.30),(the "Series B Stock").  Each 
share of preferred stock is immediately convertible into 10 
shares of the Company's common stock and six warrants, (the 
"Warrants") for the purchase of six shares of common stock at 
$1.50 per share.  The Company paid $302,000 and issued 20,000 
shares of series B preferred stock for underwriting fees in 
Phase I. The agreement states that conversion of the 
preferred stock will not occur to the extent that the HUB 
status of the Company is compromised. An additional 4,348,738 
shares could be converted before the HUB status would be 
lost.









MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

The series B preferred stock can be converted to common 
stock. Therefore, a discount in the amount of $6,151,978 has 
been realized. The discount is the difference in the 
intrinsic value of the common stock and warrants less the net 
proceeds from the series B preferred stock.  The discount is 
accreted from the date of issuance of the preferred stock to 
the date the stock can be converted.  Due to the limitation 
on the number of shares of stock that can be issued to retain 
the HUB status, $3,412,502 has been recorded as dividends and 
as an increase in additional paid-in capital in the 
accompanying financial statements.  The unrecognized portion 
of the discount in the amount of $2,796,524 will be recorded 
if and when the preferred stock is converted or the HUB status 
changes.

Phase II of the Agreement was funded in February 1998. The 
Company received $1,000,004 in exchange for 94,340 shares of 
series C preferred stock (6% cumulative, convertible, non-
voting, stated value $10.60), (the "Series C Stock).  Each 
share of preferred stock is convertible into 10 shares of the 
Company's common stock.  The Company paid $130,000 and issued 
4,717 shares of series C preferred stock for underwriting 
fees.  The agreement states that conversion of the preferred 
stock will not occur to the extent that the HUB status of the 
Company is compromised.   

The series C preferred stock can be converted to common 
stock. Therefore, a discount in the amount of $615,851 has 
been realized.  The discount is the difference in the 
intrinsic value of the common stock less the net proceeds 
from the series C preferred stock. Due to the limitation on 
the number of shares of stock that can be issued to retain 
the HUB status, the unrecognized discount in the amount of 
$615,851 will be recorded if and when the preferred stock is 
converted or the HUB status changes.

Phase III of the Agreement was partially funded in April and 
May 1998 with the completion of the funding planned in July 
1998.  The Company has received $2,000,000 in the partial 
funding of Phase III.  

Senior convertible debt in the amount of $371,000 was issued 
for cash in November 1997.  This debt was converted to 70,000 
shares of series B preferred stock (5% cumulative, 
convertible, non-voting, stated value $5.30), in February 
1998.  Accrued interest in the amount of $5,143 was paid with 
the issuance of 10,286 shares of common stock. The discount 
on this issue of series B preferred stock is included in the 
total series B discount detailed above.



MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

Preferred stock dividends were accrued and paid through March 
31, 1998, in the amount of $58,667 by the issuance of 23,742 
shares of common stock.

NOTE 12:  STOCK OPTIONS AND WARRANTS

A summary of the status of the Company's stock options as of 
March 31, 1998, is presented below:

Options outstanding at March 31, 1997             -   
Options granted                                622,710
Options exercised                                 -   
Options cancelled                                 -   
Less: options not exercisable at year end      222,710
Options outstanding and
  exercisable at March 31                      400,000

Weighted Average Exercise Price per Share      $  1.50

The following table summarizes the information about the 
stock options as of March 31, 1998:

                    Weighted   Weighted             Weighted
         Number    Average     Average  Number      Average
Range of Outstand- Remaining   Exercise Exercisable Exercise
Exercise ing at    Contractual Price    At          Price
Price    Mar. 31   Life (Total Shares)  Mar.31 (Exer. Shares)
$ 1.50   50,000(1) 5 years    $ 1.50     -0-        $ 1.50
  2.25   25,000(1) 5 years      2.25     -0-          2.25
  1.50  100,000(1) 5 years      1.50     -0-          1.50
  1.50  400,000    5 years      1.50   400,000        1.50
  4.00   47,170    6 years      4.00     -0-          4.00
  1.50-
$ 4.00  622,170    5 years    $ 1.72   400,000      $ 1.50
 
(1) Options issued for compensation.

SFAS No. 123 requires the Company to provide pro forma 
information regarding net income (loss) applicable to common 
stockholders and income (loss) per share as if compensation 
cost for the Company's stock options granted had been 
determined in accordance with the fair value based method 
prescribed in that Statement.









MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

The Company estimated the fair value of each stock option at 
the grant date by using the Black-Scholes option-pricing 
model with the following weighted average assumptions used 
for grants as follows:

        Dividend yield                      0%
        Expected volatility             16.46%
        Risk-free interest rate          8.54%
        Expected lives                  5 Years

The weighted fair value of options granted for compensation 
during the year ended March 31, 1998, was $1.08.

Under the accounting provisions of SFAS No 123, the Company's 
net loss applicable to common stockholders and loss pro forma 
amounts are indicated as follows:

Net (loss) applicable to common stockholders:
       As reported                 $(6,981,823)
       Pro forma                   $(7,170,823)

Net (loss) per share:
       As reported                      $(0.65)
       Pro forma                        $(0.66)  

At March 31, 1998, the Company had warrants outstanding to 
acquire 2,940,000 shares of common stock.  All of the 
warrants were eligible to be exercised at year end.  The 
following table summarizes the information about the warrants 
as of March 31, 1998: 
     Number
            Exercise       Outstanding    Expiration
             Price          Mar. 31        Date

            $1.50           120,000       1/31/2000
            $1.50         2,400,000       1/31/2000
            $0.795          300,000       1/31/2000
            $0.795          120,000       1/31/2000
                          2,940,000

In addition, all of the warrant contracts prohibit exercise 
of the warrants if the HUB status of the Company is 
compromised upon such exercise.









MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

NOTE 13: EARNINGS PER SHARE

The following data details the amounts used in computing 
earnings per share (EPS) and the effect on income and the 
weighted average number of shares of dilutive potential 
common stock.
                                         1998         1997

Loss from continuing operations     $(3,510,653) $(  482,385)
Less: Preferred stock dividends      (3,471,170)
Loss available to common shareholders
  used in basic EPS                 $(6,981,823) $(  482,385)

Weighted average number of common shares
 used in basic EPS                   10,785,717   10,026,400

Effect of dilutive securities:
   Stock options                             -            - 
   Warrants                                  -            - 
Weighted number of common shares and 
 dilutive potential common stock used 
 in diluted EPS                      10,785,717   10,026,400

Options on 622,170 shares of common stock and warrants on 
2,940,000 shares of common stock were not included in 
computing diluted EPS for the year ended March 31, 1998, 
because their effects were antidilutive.

NOTE 14:  CONTINGENCY

On December 18, 1997, Argus Management, Inc. filed 
Plaintiff's Original Petition in the 216th District Court of 
Kerr County, Texas.  Argus claims the Company and Mr. Jose G. 
Chavez, as joint obligors, defaulted on their obligation to 
Argus pursuant to two promissory notes for $100,000 each, 
both dated June 2, 1997.  Argus is seeking a judgment for 
$200,000, together with interest on the notes at the rate of 
20% per annum from June 2, 1997, through the date the notes 
are satisfied.  As of March 31, 1998, $65,000 had been 
disbursed to third parties in satisfaction of obligations of 
Argus Management, Inc. The $65,000 has been recorded in other 
receivables in the accompanying financial statements.

On February 6, 1998, the Company filed Plaintiff's Original 
Petition in the above-referenced case.  The Company asserts 
breach of contract, fraud, defamation, usury, and civil 
conspiracy claims against Argus Management, Inc.  The Company 
strongly disagrees with Argus' contentions and denies 
liability to Argus under the notes and plans to oppose 
vigorously Argus' claims.  


MICRO-MEDIA SOLUTIONS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1998 AND 1997
(Continued)

A lawsuit was filed by Manpower, Inc. to preserve its claims 
for certain delinquent obligations that were reduced to 
approximately $38,000.  The full amount of the principal and 
interest was paid on April 29, 1998, and a Notice of 
Dismissal was filed on May 8, 1998.

On January 22, 1998, the Company filed a lawsuit against Bits 
Technical Corporation for damages attributable to a breach of 
commitment.  This matter is still pending.

Bank One, Texas, NA filed a lawsuit against the Company for 
the collection of approximately $378,000 of principal plus 
interest as well as attorney fees and court costs.  The bank 
was paid in full in April 1998.  The bank then executed a 
Notice of Nonsuit to dismiss the lawsuit on April 29, 1998.





































Item 8. Changes In and Disagreements With Accountants on 
Accounting and Financial Disclosure

Changes have been previously reported.

PART III

Item 9.   Directors and Executive Officers of the Registrant
The executive officers, key employees and directors of the 
Registrant and their ages and positions with the Registrant 
or its subsidiaries are as follows:
Name           Age  Position           Period from which 
                                       served

Jose G. Chavez  47  Chairman of the 
                    Board of Directors 
                    and President      June 23, 1997

Mitchell C. 
Kettrick        31  Vice-President 
                    and Director       June 23, 1997

George Villalva 62  Vice-President 
                    and Director       June 23, 1997

Jaime Munoz     37  Director of 
                    Operations         November 15, 1997

Stephen 
Hoelscher       39  Comptroller        October 27, 1997

Ernesto M. 
Chavarria       48  Director           February 16, 1998

Blandida 
Cardenas        43  Director           February 16, 1998

The Registrant has no knowledge of any arrangement or 
understanding in existence between any executive officer 
named above and any other person pursuant to which any such 
executive officer was or is to be elected to such office or 
offices.  All officers of the Registrant, with the 
exception of Mr. Chavez and Mr. Kettrick (see employment 
contract discussion under Item 10), serve at the pleasure 
of the Board of Directors.  No family relationship exists 
among the directors or executive officers of the 
Registrant.  All Officers of the Registrant will hold 
office until the next Annual Meeting of the Registrant.
    








The following sets forth biographical information as to the 
business experience of each Officer and Director of the 
Registrant for at least the past five years.

Jose G. Chavez, President, has over 25 years experience in 
manufacturing, engineering, system design and development, 
energy engineering, and computer technology management.  As 
co-founder of MSI in 1993, he has overseen the development 
of a start-up to a multi-million dollar business 
enterprise.  He previously was plant manager for HDS, a 
division of Hart Graphics, Inc. from 1991 to 1993, and 
manufacturing manager for Compuadd Corporation from 1989 to 
1991.  Mr. Chavez holds an electrical engineering degree 
from UTEP and a business degree from the University of 
Redlands, Redlands, California.

Mitchell C. Kettrick, Vice-President of Technical 
Operations has over 10 years experience in manufacturing, 
test diagnostics, and networking.  As co-founder of MSI in 
1993, and MSI's Chief Technology Officer, he oversees 
technical services, system design, and information 
services.  Previously, he was manager for quality assurance 
for Hart Distributions Services during 1992, and 
manufacturing systems test manager for Compuadd Corporation 
from 1987 to 1991.  Mr. Kettrick holds an Associate of 
Applied Science in Computer Technology from TSTC.

George Villalva, Vice-President of Operations, is a 
registered architect and has designed and planned many 
projects of distinguished value.  A Vice-President of MSI 
since 1993, he oversees MSI's building expansion and space 
planning.  He carries out important strategic marketing 
tasks for MSI with public and private sector clients.  
Prior to working with MSI, Mr. Villalva operated an 
architectural firm for 35 years.  Mr. Villalva currently 
splits his time equally between MSI and his architectural 
interest.

Jaime Munoz, Director of operations, has over 10 years 
direct experience in all related Project Management 
implementation.  His background includes extensive 
experience with strategic planning, market assessment, new 
business development, preparing organizations for public 
offerings and mergers/acquisitions.  Mr. Munoz manages the 
day to day operations including approval of all financial 
requirements and maintaining stockholder relations.  Most 
recently, in 1997,  he worked as a consultant for American 
Residential Services and assisted with the acquisition of 
several businesses.  From 1987 to early 1997, Mr. Munoz 
served as Vice President/Chief Marketing Officer for a 
service company in Houston, Texas being responsible for 
$7,500,000 in contracts with the Department of Defense.  
Mr. Munoz has a BS in Mechanical Engineering.





Stephen Hoelscher, Comptroller, brings 17 years experience 
and private accounting and auditing as a Certified Public 
Accountant.  His background includes work with public 
companies, banks and government.  His responsibilities 
include managing the Accounting Department, establishing 
banking and external audit relationships and managing the 
Company's overall financial position.  Prior to coming to 
MSI, Mr. Hoelscher was controller for a software 
development company in Georgetown, Texas for a period of 
two years.  Mr. Hoelscher was employed as a office and 
audit manager for a multi-office CPA firm for 6 years prior 
to that. Mr. Hoelscher has a BBA in accounting. 

Ernesto M. Chavarria, Director, has 25 years experience in 
international business development.  Mr. Chavarria has 
served as a lobbyist for NAFTA, a consultant to 
Southwestern Bell Telephone Company and GTE, and for over 
five years has served as the President of ITBR, Inc., an 
international overseas consulting company.

Blandidia Cardenas, Director, has been a Professor at the 
LBJ Institute for Teaching and Learning and has served as a 
Director of the Office of Minorities in Higher Education.  
She has also served as the Commissioner of Presidential 
Appointments to the U.S. Commission of Civil Rights.  She 
currently serves as Associate Professor for over 14 years
at the University of Texas at San Antonio.

During the past five years, there have been no petitions 
under the Bankruptcy Act or any state insolvency law filed 
by or against, nor have there been any receivers, fiscal 
agents, or similar officers appointed by any court for the 
business or property of any of the Registrant's incumbent 
directors or executive officers, or any partnership in 
which any such person was a general partner within two 
years before the time of such filing, or any corporation or 
business association of which any such director or 
executive officer was an executive officer within two years 
before the time of such filing.

During the past five years, no incumbent director or 
executive officer of the Registrant has been convicted of 
any criminal proceeding (excluding traffic violations and 
other minor offenses). 













Item 10.  Executive Compensation
Summary Compensation Table
(part 1 of 2)
          Annual Compensation    
_______________________________________
Awards  Payouts
(a)           (b)        (c)         (d)        (e) 
Name and  
Principal    Fiscal
Position      Year      Salary      Bonus      Other

Jose G.
Chavez, CEO & 
President     1998       105,000
              1997        50,500    34,000
              1996        87,000    13,000

Mitchell.
Kettrick,
Vice President and 
Secretary
             1998         75,000
             1997         52,000
             1996         45,000



Summary Compensation Table
(part 1 of 2)
          Long Term Compensation    
_____________________________________________________
                    Awards           Payouts
                   ________          ____________
(a)        (b)     (f)  (g)         (h)        (i) 
Name and        Restricted
Principal Fiscal  Stock    Options  LTIP     All other
Position   Year   Awards    SAR's   Payouts  Compensation

Jose G.
Chavez, CEO & 
President  1998             62,500
           1997        
           1996     

Mitchell.
Kettrick,
Vice President and 
Secretary  1998             31,250
           1997        
           1996    







Employment Contracts

On June 15, 1997, the Company entered into employment 
agreements with Jose G. Chavez, President and Chief 
Executive Officer and Mitchell Kettrick, Vice President.  
Both of these agreements terminate on March 31, 2001, 
subject to two one-year extensions and include base 
salaries, stock options and certain other incentives.  

Compensation of Directors

Each director who is not an employee of the Registrant (the 
"Outside Directors") will be paid the sum of $1,000 for 
each meeting of the Board of Directors attended by them.  
Additionally, they will be reimbursed for expenses incurred 
in attending meetings of the Board of Directors and related 
committees.  As of the date of this report, the Registrant 
has the following two outside directors: Ernesto M. 
Chavarria and Blandida Cardenas.

Name and       Number of   % of total
Principal      underlying  options granted
Position       options     to employees in  Exercise Market
                           Fiscal year      Price    Price
Jose G. Chavez
CEO & President  100,000    57%           $1.50     $2.125

Mitchell Kettrick
Secretary &
Vice President    50,000                  $1.50     $2.125
                  25,000                  $2.25     $2.125
                  75,000   43%
                           

Item 11.  Security Ownership of Certain Beneficial Owners 
and Management 

As of March 31, 1998, there were 10,851,261 shares of 
common stock issued and outstanding.

The following table sets forth, as of the date of this 
Report, the common stock ownership of each person known by 
the Registrant to be the beneficial owner of five percent 
or more of the Registrant's common and preferred stock, all 
Directors individually, and all Directors and Officers of 
the Registrant as a group.  Except as noted, each person 
has sole record and beneficial ownership and voting power 
with respect to the shares shown.









Name and Address of Beneficial 
Owner               Common Stock (1)  Percent of 
Class (1)

Jose G. Chavez       7,225,000            65.53%
501 Waller
Austin, Texas

Mitchell C. Kettrick
501 Waller
Austin, Texas        1,500,000            13.60%

George Villalva
501 Waller
Austin, Texas          475,000             4.31%

All Directors and 
Officers as a Group
                     9,200,000            83.44%

 Calculations assume exercise and conversion of all 
warrants, option and conversion rights into the 
underlying shares of common stock.  All common and 
preferred shares held by the Officers, Directors 
and Principal Shareholders listed above are 
"restricted securities" and as such are subject to 
limitations on resale.  The shares may be sold 
pursuant to Rule 144 under certain circumstances.
Rule 13d-3 under the Securities Exchange Act of 1934, 
involving the determination of beneficial owners of 
securities, includes as beneficial owners of securities, 
among others, any person who directly or indirectly, 
through any contract, arrangement, understanding, 
relationship or otherwise has, or shares, voting power 
and/or investment power with respect to such securities; 
and, any person who has the right to acquire beneficial 
ownership of such security within sixty days through means, 
including, but not limited to, the exercise of any option, 
warrant or conversion of a security.   Any securities not 
outstanding which are subject to such options, warrants or 
conversion privileges shall be deemed to be outstanding 
securities of the class owned by such person, but shall not 
be deemed to be outstanding for the purpose of computing 
the percentage of the class by any other person. There are 
no contractual arrangements or pledges of the Registrant's 
securities, known to the Registrant, which may at a 
subsequent date result in a change of control of the 
Registrant.

Item 12.  Certain Relationships and Related Transactions

Certain information concerning the Registrant's executive 
officers and directors is included under Item 11 of this 
report.  Refer to Note 9 of the consolidated financial 
statements for the year ended March 31, 1998.


Item 13.  Exhibits, Financial Statement Schedules, and 
Reports on Form 8-K


Index

Contracts:
  GTECH


  GTE

  SAN ANTONIO ISD

  EDUCATION SERVICE CENTER 1

  EDUCATION SERVICE CENTER 18

  EDUCATION SERVICE CENTER 5

  SOUTHWESTERN BELL (ADSL)

  SOUTHWESTERN BELL (TIFF)

  Pacific Bell

  City of Austin

  Texas Migrant Council

  Transactive

  TXDOT

  Texas Dept. of Health

Employment Contracts:

  Jose Chavez

  Mitchell Kettrick















GTECH

Estimated Value of Contract: $360,000


 Scope of Contract: Installation and service of Texas
 Lottery Machines.


















































GTE Telephone Operations 


Central Area
8550 Esters Boulevard
Irving, Texas 75063-2205
800-346-2178
Fax: 2 l 4-621 -8159


04/09/97


JOSE CHAVEZ
MICRO-MEDIA SOLUTIONS, INC.
501 WALLER STREET
AUSTIN, TEXAS 78702


Subject: NOTIFICATION OF APPROVED CONTRACTOR STATUS

Your company has been selected by GTE Corporation to 
be added to our Contractor's list. 

Enclosed is an agreement packet for your review. 
Please sign 
and return the Agreement (note Section A, Term of 
Agreement) 
along with the following 
documentation: 

A 1997 Certificate of Insurance from your insurance 
carrier. (Note the minimum coverage stated in Section O 
of the Agreement.) 

Information list (see attached).


An audited statement from your company, if it is 
available. 

 A schedule of Work Rates as outlined in Section D of 
the 
Agreement.

A listing of References (minimum of three) with all 
pertinent information (i.e., Name, Address, Telephone 
Number, etc.). 

This contract is non-negotiable. If the contract is 
not signed and returned within thirty (30) days from the 
date of receipt, your company's name will be 
purged from the list. 

Your attention to these items will be greatly 
appreciated. 

I look forward to the receipt of the above documents 
and to a working relationship with your firm. 

Sincerely,

___________________________
Ida Garza
Contractor Administrator
Enclosure


 
         AGREEMENT FOR CONSTRUCTION, INSTALLATION 
AND/OR 
MAINTENANCE




This Agreement, hereinafter referred to as General 
Agreement, is made by and between the GTE telephone 
operating companies enumerated on 
Addendum A, hereinafter referred to individually or 
collectively as "GTE" and, MICRO-MEDIA SOLUTIONS, 
INC. a sole proprietorship, partnership, 
corporation, organized and existing under the laws of 
the State of Texas, with principal offices located at 501 
WALLER STREET; AUSTIN, TEXAS 78702 hereinafter referred 
to as "CONTRACTOR". In consideration of the mutual terms 
and conditions contained herein, the parties agree as of 
the 9th day of APRIL 1997, as follows: 

For and in consideration of the mutual promises and 
covenants hereinafter set forth, GTE and Contractor 
agree as follows: 

A. TERM OF AGREEMENT 

This Agreement is for a term of one ( I ) year from 
the 
above date and shall be automatically renewed from 
year to 
year on the renewal date unless 
terminated pursuant to paragraphs L, U, or V. B. 
SCOPE OF 
WORK 

Contractor may, from time to time, be employed by GTE 
to perform certain work for and in connection with 
construction, installation or maintenance of 
certain equipment. 

 Contractor agrees to perform to work for GTE as more 
specifically outlined in Exhibit 2A, Page 21, 
attached hereto and made a part hereof. Contractor 
shall furnish persons, vehicle, materials, and tools 
to perform the work, and it shall be done in a good and 
workmanlike manner and in accordance with 
applicable industry standards. 

C. AWARD OF WORK 

Contractor acknowledges, agrees and understands that 
Contractor will perform and complete work for GTE 
only pursuant to a Letter of Authorization 
and Contractor further acknowledges, agrees and 
understands that no agreement or contract with GTE shall 
exist or purport to exist unless the Letter of 
Authorization is so executed and that Contractor 
shall act at it's peril if it shall do otherwise. 

Contractor acknowledges, agrees and understands that 
GTE shall make no warranties, express or implied, other 
than those contained in this Agreement and Contractor 
further acknowledges, agrees and understands 
that no employee of GTE, other than an officer or 
other previously designated agent of GTE, shall have the 
power of authority to bind GTE to any contractual 
agreements and Contractor shall act its peril 
if Contractor shall do otherwise. 

D. WORK RATES

Contractor shall furnish to GTE, as an addendum to 
this Agreement, a document listing Contractor's current 
rates. 
Any subsequent changes in rates or charges must be 
submitted, in writing, to GTE, and such charges, to be 
effective, must first obtain written acceptance by GTE. 

E. PAYMENT TERMS

Contractor shall invoice GTE after completion of job 
per the Contractor bid request. The invoices shall be 
itemized with details as to all expenses. 
Payment shall be due in thirty (30) days. 

F. RIGHT TO AUDIT

Contractor shall be required to retain all records in 
regard to GTE transactions and contracts for a minimum 
period of three (3) years, with the right of 
GTE to use an independent auditing concern to review 
the records. 

G. PERMITS

Contractor shall secure and pay for all permits 
necessary for the performance and completion of the work. 

H. COMPLIANCE WITH LAWS AND REGULATIONS

The parties shall comply with all federal, state, and 
local laws and regulations applicable to their 
performance as described in this agreement. 


WORK ACCESS

GTE shall, at all times, have access to the work, 
whether it is in preparation or progress, for the purpose 
of inspection. The acceptance of such work by 
GTE shall be a condition precedent to the right of 
Contractor to receive payment for such work. 

WORK ALTERATIONS

GTE shall have the right, either before the 
commencement of the work or during the progress of the 
work, to direct in writing any additions, deviations, 
or omissions from the work. The bid price will be 
adjusted and agreed upon in writing by GTE and Contractor 
prior to commencement of work on such additions, 
deviations, or omissions. 

WORK DELAY

Time is of the essence in this Agreement. 

Not withstanding the foregoing, the performance by 
Contractor of the work hereunder or in performance of 
any other obligations of Contractor under 
this Agreement shall be excused because of Acts of 
God, war, riot, fire, explosion, accident, flood, 
sabotage, inability to obtain fuel or power, 
governmental laws, regulations or orders, acts or 
inaction of customer, inability of 
contractor/subcontractors to perform or any other cause 
beyond the reasonable control of 

contractor or a labor trouble, strikes, lock-outs, or 
injunction. Contractor shall notify GTE of any delay 
or performance within twenty-four (24) hours of 
any such delay. 




TERMINATION/MODIFICATION 

GTE reserves the right to modify or terminate this 
Agreement at any time. If this Agreement is modified, the 
cost for fees for work will be redefined to 
the mutual satisfaction of both parties. In the case 
of termination, GTE will be responsible for only those 
fees for days actually worked and expenses 
actually incurred by the Contractor to the date of 
termination. 
M. HAZARDOUS OR TOXIC SUBSTANCES

Contractor will indemnify and save harmless GTE, its 
agents and employees, from and against all damages, 
claims, and/or liabilities, arising out of or 
related to this Agreement and the performance of any 
work thereunder, or from the violation of any federal, 
state, or local laws and regulations dealing 
with the disposal or handling of ha7nrdous waste. 

Contractor must provide a Material Safety Data Sheet 
(MSDS) 
on each hazardous or toxic substance. 

N. INDEMNIFICATION

Contractor agrees to indemnify, defend, and hold GTE 
harmless from any all claims, actions, causes of 
action, damages, costs and expenses, including 
reasonable attorney's fees, arising out of our or 
resulting in any manner from the Contractor's performance 
of this Agreement Not withstanding the 
foregoing, neither party shall be liable to the other 
for any loss of profit, special, consequential or 
incidental damages. 

O. INSURANCE


Contractor shall maintain Workman's Compensation 
Insurance as required by law and Employer's Liability 
Insurance in the amounts of $100,000. 
Without limiting the Contractor's
liability hereunder, the Contractor shall also 
maintain the following types of insurance with the
specified limits:
a.	 General Liability (Comprehension Form), 
including 
products/completed operation, contractual liability, 
broad 
form property damage, 
independent contractor's coverage. 

 EACH 	EACH
 PERSON 	OCCURRENCE
 Bodily Injury N/A 	$1,000,000


 Property Damage N/A 	$ 500,000
 (including explosions, collapse,
 and underground hazards)


 OR


 Bodily Injury and Property
 Damage Combined N/A	 $1,000,000



b. Automobile Liability
 (Comprehension Form)
 Bodily Injury and Property $ 250,000 	$ 500,000


 OR


 Bodily Injury and Property
 Damage Combine N/A 	$500,000


NOTE: Excess Liability (Umbrella Form)


If any minimum coverage an items A and B are not met, 
then 
the Excess Liability Coverage, if in effect, can be 
added 
to 
meet the minimums. 

c. Workers Compensation


 (Each Accident) $ 500,000 &
 (Disease-Policy limit) $ 500,000


Employers' Liability


 (Disease-Each Employee) $ 250,000


  NOTE: State required Worker's Compensation 
limitations if higher will supersede minimums listed
in item C.


d. Umbrella Excess Liability NOT MANDATORY
(Over Primary Insurance)

Prior to commencement of the work hereunder, 
Contractor 
shall furnish to GTE certificate of such insurance. 

P. WARRANTY

Contractor warrants that any construction, 
installation, 
and/or warranty work performed under this Agreement 
shall 
meet applicable industry standards 
for a period of one (1) year after acceptance by GTE. 
Contractor warrants that any maintenance work 
performed 
under this Agreement shall meet 
applicable industry standards for a period of (30) 
days 
after acceptance by GTE. 


Q. SAFETY MEASURES


Contractor shall perform the work in a proper, safe, 
and secure manner to prevent loss, injury, or damage to 
GTE's property or to the property on the premises and to 
lives or persons, and shall comply with all 
applicable safety laws, rules, and regulations of any 
governmental authority, including those contained in or 
issued pursuant to the Occupational 
Safety and Health Act of 1970, as amended, and with all 
safety procedures which GTE may prescribe in connection 
with the performance of the work. 

Contractor shall report promptly to GTE any accident 
or unusual occurrence during performance of the work, 
including personal injury or death to any 
employee or any member of the public, or any member 
of the public, or any damage to the work, the premises or 
adjacent property. Reports of severe 
personal injury or death to any person shall be made 
within three (3) hours of the accident. The Contractor 
shall submit a copy of all accident reports to 
GTE's construction department or, if applicable, 
GTE's station superintendent at the premises, within 
twenty-four 

(24) hours after an accident. 


R. INDEPENDENT CONTRACTOR


GTE and Contractor agree that Contractor will act as 
an 
independent contractor in the performance of its 
duties under this Agreement. As such, the 
Contractor will not be eligible for any benefits 
provided by GTE to its employee. Contractor's shall be 
responsible for payment of all taxes arising out of 
Contractor's activities in accordance with this 
Agreement, including but not limited to federal and state 
income taxes, social security, unemployment 
insurance taxes, and any other taxes or business 
license fees as required. 

Contractor shall not represent, directly or 
indirectly, that it is an agent or legal representative 
of GTE, nor shall the Contractor incur any liabilities or 
obligations of any kind in the name of or on behalf 
of GTE other than those specifically made part of this 
Agreement. 

S. ASSIGNMENT

Contractor may not assign, subcontract, or delegate 
the performance of the work under this Agreement without 
the express written consent of GTE. 

T. NOTIFICATION

For the purposes of this Agreement, notices, and 
communications to the parties hereto shall be 
directed to the addresses indicated on the face hereof. 
Such addresses shall be deemed to be the most recent 
address of the addressee and shall remain so until 
written notice of a change of address is provided 
to the other by the party whose address has changed. 
All notices must be sent U.S. Mail, postage prepaid, or 
by registered or certified mail. 

U. DEFAULT

If either party refuses or fails, in any material 
respect, to properly perform its obligations under this 
Agreement, or violates any of the material terms or 
conditions of this Agreement, such refusal, failure, 
or violations shall constitute a default. In such an 
event, the non-defaulting party may so notify the 
other party in writing of the default and allow that 
party a period of thirty (30) calendar days, the non-
defaulting party shall have the right to terminate 
this Agreement upon written notice to the other 
party. 


V. INSOLVENCY

Either party may terminate this Agreement by notice, 
in writing if the other party admits insolvency, makes 
an assignment for the benefit of creditors, or 
has a trustee or receiver appointed over all or any 
substantial part of its assets. 

W. GOVERNING LAW

This Agreement shall be governed by and construed in 
accordance with the laws within State of 
issuance. 

X. ENTIRE AGREEMENT

This Agreement represents the entire agreement 
between the parties and is not subject to change or 
modification except by written agreement signed by 
both parties. 

Y. CONFIDENTIAL INFORMATION

Contractor agrees that any information received by 
the Contractor during performance of the Contractor's 
obligations in accordance with this Agreement 
will be treated by the Contractor in full confidence 
and will not be revealed to any persons, firms, or 
organizations. This requirement will survive the 
termination of this Agreement. 

IN WITNESS WHEREOF, the parties have executed this 
Agreement in duplicate the day and year first above 
written and each party hereto acknowledged receipt of a 
signed copy. 




 SIGNATURE	TITLE 
GTE CORPORATION
 _______________	________________
 SIGNATURE 		TITLE


______________		________________































                                                        
SAN ANTONIO ISD

Estimated Value of Contract: $680,000


Scope of Contract: Annual Contract exclusively

San Antonio Independent School District
  463 Holmgreen Road Bldg. E  San Antonio, Texas  
7X220
  Telephone (210) 359-8996  Fax (210) 359-9038
  SAISD Technical Support Hotline(210)337-
1224(Hours:8:00-
4:00)


 MICROCOMPUTER TECHNOLOGY SERVICES DIVISION BOARD OF 
EDUCATION
 MARGARET MERELES
 President
 JULIAN H TREVINO
 Vice President
 THOMAS D. GAFFNEY
 To: Principals 	MARY ESTHER BERNAL
 Department Heads Assistant Secretary
 THOMAS C. LOPEZ


 Campus Technology Coordinators Member
 Member
 From: Patricia Holub, Senior Analyst Microcomputer 
 Resources SYLVIA WARD
 VIA: Dr. James Parlett, Technology Steward 
 Superintendent
 Date: November 18, 1997


Subject: Bid No .: 97- 139
Title: Catalog, Bid for Microcomputers and Network 
File 
Servers
Approved: November 17. 1997
Expiration: November 16. 1998


Catalog bids were awarded for the purchase of 
Microcomputers 
and Network File Servers by the SAISD School Board on 
November 17, 1997. The 
discounts offered off of the catalog list prices are 
good 
for one year from the date of the bid award and apply 
to 
the 
current published catalog or price list 
by the vendor. All workstations and file servers bid 
are 
listed on the Microsoft Hardware Compatibility List. 
All 
vendors bidding are listed with the 
General Services Commission as a Qualified 
Information 
Systems Vendor.


If you have budgeted funds for "D.P. Equipment" 
(6649), 
prepare a purchase request (AB-16) with the proper 
signature 
and forward it to the 
Technology Office. 

According to the contractual agreement, bid 97-139, 
the following is to be provided with each purchase: 
Service 
 Campuses may be placed on the mailing list for any 
or all of the individual vendors awarded the bid by
contacting the vendor and requesting this service. 
Campuses may also be removed from the mailing list in the
same manner.

  Delivery is included in the cost of all items bid. 
All vendors offer setup service for the workstations and 
File servers bid. Some vendors bid this cost separately 
from the cost of the computer as indicated on the
attachment. The district is required to purchase the 
on-site setup for any workstation or file server if this
cost is listed separately.


  All workstations purchased are delivered with the 
following: Microsoft Windows 95 CD-ROM and


documentation, Microsoft Office 97 CD-ROM and 
documentation and an operating manual.


System Configuration 

  All equipment delivered must be new. No refurbished 
or previously used equipment is allowed.

  All workstations are delivered with the following 
software installed: Microsoft Windows 95, Microsoft 
Office97 (including Microsoft Word, Excel, Access and 
PowerPoint), and McAfee Antivirus Software.

 The minimal configuration of workstations bid is 
listed. Several vendors bid extensive catalogs listing

workstations of several different configurations. Any 
workstation purchased must meet at least these 
minimal
configuration requirements:

 Pentium 200 MHz MMX motherboard with an Intel 
Processor. 

 2 1/2 GB hard disk drive 

 3 1/2" floppy disk drive

 Enhanced keyboard with additional Windows 95 hot 
keys 

    PCI video card with 4 MB RAM 

  SVGA color 15 " monitor 

  Mouse 

  32 MB of memory (RAM) 

  Sound Card 

 16x internal CD-ROM drive 

 PCI 10/100 10 Base-T Ethernet Card 

Warranty


 All vendors offer a three-year on-site warranty, 
parts and labor, with pickup and delivery service Some 
 vendors bid tile warranty cost separately from the 
cost of the computer as indicated on the attachment. The
district is required to purchase the three-year 
warranty for any workstation or file server if this cost 
is listed separately.


To ensure that you, as a customer, receive the best 
possible service, please note that you are obligated to 
do the following: 

  Be prepared for the delivery of any equipment 
ordered by clearing an appropriate space with access to 
electrical power. If the receiver of the equipment at 
your campus denies setup service at the time of delivery 
the vendor is not required to return to that site to 
perform the setup unless special arrangements are made.


  Retain paperwork on your equipment purchase. 
Ideally you should create a warranty file with copies of 
paperwork (AB16s, invoices, etc.) on your purchase. Proof 
of purchase is always required before any warranty
repair can be performed. This is the only way we can 
ensure that any repairs performed to equipment during
the warranty period is not charged to you.


If you need assistance, or if any of the above 
services and/or items are not provided with your 
purchase, please contact the Technology Support's 
Microcomputer Technology Services Division (MTSD) at 
359-8996. Please post a copy of this letter and retain 
the 
original letter on file for future 
reference. 

January 7, 1998


Ms. Patricia Parker
Purchasing Manager
Texas Workers' Compensation Commission
Southfield Building, Room 106, MS-72
4000 South IH-35
Austin, TX 78704-7491

Dear Ms. Parker: 

Unisys is pleased to be selected by Micro-Media 
Solutions, 
Inc. (MSI) as a technology and service partner for 
the 
Local 
Area Network (LAN) and Wide 
Area Network (WAN) projects. 

Our vast experience with complex projects ensures 
that the 
MSI and Unisys project team will have the necessary 
skills 
to integrate the hardware and software components of the 
proposed solution into a cohesive system for the Texas 
Workers' Compensation Commission. Unisys will be responsible 
for providing various systems h1tegration and implementation 
for the network portion of this project. MSI and Unisys 
have proposed products and services that will help you 
successfully implement the project, and we are prepared to 
coml11it the resources and expertise of our company to see 
the project to a successful conclusion. 

We are looking forward to the opportunity of becoming 
your 
solution and technology provider. As MSI is the prime 
contractor for this engagement, 
please refer any questions or requests to Ms. Karla 
Gonzales, MSI Government Sales, at (512) 476-6925 

Sincerely,

------------------------------
Paul R. Hall
Network Sales Representative

EDUCATION SERVICE CENTER 1


Estimated Value of Contract: $525,000


 Scope of Contract: Provider of cabling and Network
 supplies.





1900 WEST SCHUNIOR EDINBURG TEXAS 78539
210/3S3-5611 FAX210/383-3524


August 25, 1997


To: Vendor Addressed

From: Paul Hylander

Subject: Cabling RFP

The Region One Education Service Center Board of Directors 
awarded one year contacts to successful RFP respondents in 
August 20, 1997.  Districts participating in the Region One 
Technology Cooperative will be able to use the servicess of 
the companied that were awarded contracts until August 31, 
1998

Attached you will find a list of vendors that were awarded 
one year contract to provide cabling services for the 
Region One Technology Cooperative.  You will need to send 
each school district 2 copies of your cabling RFP proposals 
in order that you can provide for them.  One copy of your 
RFP needs to be sent to District Business Manager and one 
copy needs to be sent to the District Technology 
Coordinator.

School districts will develop cabling specifications for 
projects within their districts.  Vendors from the approved 
list can be contacted in order to determine who can provide 
the best service at the best price.

Please contact me at 956-383-5611 if you have any questions 
about the bid awards.
  
RFP Cable Installation Summary


Overview

Requests for cabling RFP's are designed to give each 
district with  the maximum flexibility when installing a 
local area network (LAN). This flexibility enables 
districts to choose a vendor that best meets their cabling 
needs in the areas Of  purchasing supplies and equipment, 
labor costs, and costs of a turn key solution. 

The RFP was designed around five scenarios for various 
types of Internet connectivity. These included: 

 Administrative Offices (10 drops) 

 Computer Lab (30 drops) 

 Library (12 drops) 

 Classrooms (80 drops) 

 Total Campus (132 (Drops) 

Each vendor must be able to meet or exceed the LAN cabling 
standards found in Appendix A of the RFP as well as meet 
the general and specific specifications of the RFP. 

School districts will need to write their own cabling 
specifications for specific projects and  vendors must be 
able to comply with all requirements of the districts and 
the  RFP Districts will be able to negotiate the best deal 
from the approved vendor list that best meets the needs of 
the district. 


Approved Vendors for Cabling and Equipment/Supplies
August 20, 1997-Augilst 31, 1998




 Vendor
 
Micro Media Solutions 
D'Tcl Communication
ATE Telecom Solutions 
Cable Com 
Lucent Technologies
Southwestern Bell 
Ecomm Systems
Carroll Systems
Anixter/NaCom 
GTE
Walks Office Technology 
Sabre Data 
ANS Computers
Data Comm

Vendors Approved for Equipment and Supplies
August 20, 1997 August 31, 1998


 Valmac Electric 
 Icon Technology
 Micro Warehouse
 Kent Data Comm



January 20 1998


To: Vendor Addressed
From: Paul Hylander


Subject: Approved Bid Awards


Enclosed you will find copies of the approved bid awards 
for the following categories: 

 Computers and Computer parts

 Software 

 Computer Maintenance 

 Printers and Scanners 

You are requested to send two (2) copies of your catalog to 
the school districts in Region One.  One copy goes to the 
District Business Manager and one copy goes to the 
Technology Coordinator. Failure to send out copies of your 
catalog could result in the termination of your bid award 
contract approved by the Region One Board of Directors on 
December 16, 1997. 

The bid awards are in effect until December 31, 1998 and 
Region One ESC has the option to renew this contract for an 
additional year. 

Please contact Paul Hylander at 956-383-5611 if you need 
additional information. 


Multimedia Cooperative

Bid Awards

1997-1998





Computers and Computer Systems


 December 31,1997 to December 31, 1998



Generic Computers

Insight Direct            Compu Connect
3820 South Harl Ave       777 S Central Expressway Ste. 5 D
Tempe, AZ 85282           Richardson, TX 75080
Phone 800-476-4888 x5151  Phone 972-680-3999
Fax 602-333-3400          972-680-9253

QIV Systems                 Small Business Computer
 4242 Woodcook Suite 101    409 E. Jackson
 San Antonio, Tx 78228      Harlingen, TX 78550
 Phone 800-288-4126         Phone 956-421-3279
 Fax 210-736-4054           Fax 956-421-3177

 CRC Solutions              Plus More
 201 North 15th              4106 N. 22 Suite 3
 McAllen, TX 78501          McAllen, TX 78504
 Phone 956-631-2321         Phone 956-664-1933
 Fax 956-631-4636           Fax 956-664-9776

 M&A Technology             Micro Solutions
 4407 Alpha Rd              1311 E. Hackberry
 Dallas, TX 75244           McAllen, TX 78501
 Phone 972-490-5803         Phone 956-682-18l9
 Fax 972-490-0616           Fax 956-682-6560

 Computers at Sunrise Mall  Arlington Computers
 SPID #37B & H 39, TX 78412 Parts & Service
2801 E Pioneer Parkway     Suite 122
Phone 512-994-8887         Arlington, TX 76010
 Fax 512-994-8988           Phone 817-649-1968
                            Fax 817-649-2055
                            

 Wholesale Computers        NBA Computer Service
 4610 San Bernardo Ste B    4017 Frederickburg Rd, Suite E
 Laredo, TX 78041           San Antonio, TX 78201
 Phone 956-725-3460         Phone 210-732-1492
 Fax 956-725-0133           Fax 713-732-1495


 HB Distribution            Ameritel
 9630 Clarewood Dr. Suite Bl 11120 N Stemmon's Frwy
 Houston, TX 77036           Dallas, TX 75229
 Phone 713-776-4778          Phone 972-484-8549
 Fax 713-776-4770            Fax 972-484-5491

 Walks                       Foremost Technologies
 115 Boca Chica              PO Box 3392
 Brownsville. TX 78520       Brownsville TX; 78532
 Phone 800-481-0151          Phone 956-831-4444
 Fax 956-542-0803            Fax 956-831-2257

 Corby Company               Tangent Computer
 401 Isom Suite 500          197 Airport
 San Antonio, TX 78216       Burlingame, CA 94010
 Phone 210-340-2113          Phone 800-342-9388
 Fax 210-340-1217            Fax 650-342-9388

 Download Computer           D D Computer Warehouse
 11321 Richmond Ave          4642 Everhart
 Suite 106-C
 Houston, TX 77082           Corpus Christi, TX 78411
 Phone 888-217-9121          Phone 512-993-5895
 Fax 281 -870-8355           Fax 512-993-5897




 McCall Services             Genesys
 800 N Shoreline             1289 Hammerwood Ave
 Suite 1100 South            SunnyVale, CA 94089
 Corpus Cbristi, TX 78401    
 Phone 512-883-2060          Phone 408-541-1800 x 126
 Fax 512-883-0500             Fax 408-541-1700
 
 CPU Data                    Cimarron
 1122 Pecan                  1830 NASA Road One
 McAllen, TX 78501           Houston, TX 77058
 Phone 956-631-4477          Phone 281-335 5840

Micro World
326 Maple Ave
Torrance, CA 90503
Phone 310-533-1177x270
Fax 310-533-0501



Gateway Computers


 Omtex                        Gateway 2000 Major
                              Accounts
 1221 S Main Suite 207        610 Gateway Dr
 Boerne, TX 78006             N. Sioux City, SD 57049
 Phone 800-482-8397           Phone 800-779-2000
 Fax 830-249-3319             Fax 605-232-2701



HP Computers
             
 Insight Direct               MSI
 3820 South Harl              501 Waller
 Tempe, AZ 85282              Austin, TX 78702
 Phone 800-476-4888 x 5151    Phone 512-476-6925
 Fax 602-333-3400             Fax 512-473-2371

 QIV Systems                  Ameritel
 4242 Woodcook Suite 101      11120 N Stemmons Frwy
 San Antonio, TX 78228        Dallas, TX 75229
 Phone 800-288-4126           Phone 972-484-8549
 Fax 210-736-4054             Fax 972-484-5491

 Walks                        CGES
 145 Boca Chica               444 Scott Dr
 Brownsville, TX 78520        Bloomingdale, IL 60108
 Phone 800-481-0151           Phone 800-543-2437
 Fax 956-542-0803             Fax 630-924-6850

 Download Computer              D D Computer Warehouse
 1321 Richmond Ave Suite 106-C  4642 Everhart
 Houston, TX 77082              Corpus Christi, TX 7X411
 Phone 888-217-9121             Phone 512-993-5895
 Fax 281-870-8355               Fax 512-993-5897

 CPU Data                     Argon Technologies
 1122 Pecan                   1531 W IH 30
 McAllen, TX 78501            Greenville, TX 75402
 Phone 956-631-4477           Phone 903-45S-5036
 Fax 956-787-1805             Fax 903-455-2115

 Cimarron                     Education Access
 1830 NASA Road One           295 Santa Ana Ct
 Houston, TX 77058            Sunnyvale, CA 94086
 Phone 281-335-5840           Phone 800-741-8826 x 3145
 Fax 281-335-5890             Fax 800-741-X827



Dell Computers 

 QIV Systems                  Dell
 4242 Woodcook Suite 101      One Dell Way
 San Antonio, TX 78228        Round Rock, TX 78682
 Phone 800-288-4126           Phone 800-274-7799
 Fax 210-736-4054             Fax 800-433-9528

 Ameritel                     Download Computer
 11120 N Stemmons Frwy        11321 Richmond Ave
                              Suite 106-C
 Dallas, TX 75229             Houston, TX 77082
 Phone 972-484-8549           Phone 888-217-9121
 Fax ###-##-####              Fax 281-870-8355

 McCall Services
 800 N Shoreline Suite 1100 South
 Corpus Christi, TX 78401
 Phone 512-883-2060
 Fax 512-883-0500



Toshiba Computers

 Insight Direct                MSI
 3820 South Harl Ave           501 Waller
 Tempe, AZ 85282               Austin, TX 78702
 Phone 800-476-4888 x 5151     Phone S12-476-6925
 Fax 602-333-3400              Fax 512-473-2371

 Solutions Plus More           Wholesale Computers
 4106 N 22 Suite 3             4610 San Bernard Ste B
 McAllen, TX 78504             Laredo, TX 78041
 Phone 956-664-1933            Phone 956-72S-3460
 Fax 956-664-9776              Fax 956-725-0133


 Ameritel                      Download Computer
 11120 N Stemmons Frwy         11321 Richmond Ave
                               Suite 106-C
 Dallas, TX 75229              Houston, TX 77082
 Phone 972-484-8549            Phone 888-217-9121
 Fax 972-484-5491              Fax 281-870-8355

 D D Computer Warehouse        Cimarron
 642 Everhart                  1830 NASA Road, One
 Corpus Christie, TX 78411     Houston, TX 77058
 Phone 512-993-5895            Phone 281-335-5890
 Fax 512-993-5897              Fax   281-335-5890



_

Acer Computers

 Insight Direct               Solutions Plus More
 3820 South Harl Ave          4106 N. 22 Suite 3
 Tempe, AZ 85282              McAllen, TX 78504
 Phone 800-476-4888 x 5151    Phone 956-664-1933
 Fax 602-333-3400             Fax 956-664-9776

 Wholesale Computers          Ameritel
 4610 San Bernardo Ste B      11120 N Stemmons Frwy
 Laredo, TX 78041             Dallas, TX 75229
 Phone 956-725-3460           Phone 972-484-8549
 Fax 956-725-0133             Fax 972-484-5491

 Arsys Innotech               Walks
 10518 Harwin Dr              145 Boca Chica
 Houston, TX 77036            Brownsville, TX 78520
 Phone 713-988-9988           Phone 800-481-0151
 Fax 713-988-9989             Fax 956-542-0803

 Foremost Technologies        Download Computer
 P O Box 3392                 11321 Richmond Ave 
                              Suite 106-C
 Brownsville, TX 78532        Houston, TX 77082
 Phone 956-831-4444           Phone 888-217-9121
 Fax 956-831-2257             Fax 281-870-8355

 D D Computer Warehouse       CPU Data
 4642 Everhart                1122 Pecan
 Corpus Christi, TX 78411     McAllenl TX 78501
 Phone 512-993-5895           Phone 956-631-4477
 Fax 512-993-5897             Fax 956-787- 1805

 Cimarron                     Micro World
 1830 NASA Road One           326 Maple Ave
 Houston, TX 77058            Torrance, CA 90503
 Phone 281-335-5840           Phone 310-533-1177x270
 Fax 281-335-5890             Fax 310-533 -0501

IBM Computers
  Computer City               Insight Direct
  300 W 3rd St Suite 1500      3820 South Harl Ave
  Fort Worth, TX 76102        Tempe, AZ 85282
  Phone 817-415-3250          Phone 800-476-4888 x5151
  Fax 817-415-3350            Fax 602-333-3400




MSI Computer 
Education Solutions
 501 Waller                11211 N Main
 Austin, TX 78702           McAllen, TX 78501
 Phone 512-476-6925         Phone 800-303-8689
 Fax 512-473-2371           Fax 956-584-3961

 QIV Systems                Computerland
 4242 Woodcook Suite 101    115 W Main
 San Antonio, TX 78228      Uvalde, TX 78801
 Phone 800-288-4126         Phone 803-278-6665
 Fax 210-736-4154           Fax 830-278-1513

 Solutions Plus More        Arsys Innotech
 4106 N.22 Suite 3          10518 Harwin Dr
McAllen, TX 78504           Houston TX 77036
Phone 956-664-1933          Phone 713-988-9988
 Fax 956-664-9776           Fax 713-988-9989

CGES                        Download Computer
444 Scott Dr                11321 Richmond Ave Suite 106C
Bloomingdale, IL 60108      Houston, TX 77082
Phone 910-543-2437          Phone 888-217-9121
Fax 630-924-6850            Fax 281-870-8355

CPU Data                    Argon Technologies
1172 Pecan                  1531 W IH 30
McAllen, TX 78501           Greenville, TX 75402
Phone 956-631-4477          Phone 903-455-5036
Fax 956-787-1805            Fax 903-455-2115




Apple Computers

 Small Business Computer     Apple Corp
 409 E. Jackson              1846 N Shore Dr
 Harlingen, TX 78550         Port Isabel, TX 78587
 Phone 956-421-3279          Phone 956-943-3145
 Fax 956-421 -3177           Fax 956-943-3144

 Apple Computer
 P O Box 149116
 Austin, TX 78714
 Phone 800-800-2775
 Fax 512-919-2974





Sun Computers


 MSI                         Sun Microsystems
 501 Waller                  6034 W Courtyard Dr Suite 200
 Austin. TX 78702            Austin, TX 78730
 Phone 512-476-6925           Phone 512-346-8761
 Fax 512-473-2371             Fax 512-346-8761



Internet Devices

Internet Products
8947 A Complex Dr
San Diego, CA 92123
Phone 888-468-3742
Fax 619-574-4111






Computer Software


 December 31, 1997 to December 31, 1998



Productivity Software

Computer City                  QIV Systems
300 W 3rd St Suite 1500         1242 Woodcook Suite 1111
Fort Worth, TX 76102           San Antonio, TX 78228
Phone 817-415-3250             Phone 800-288-4126
Fax 817-415-3350               Fax 210-736-4054

Computerland                   Dell
115 W Main                     One Dell Way
Uvalde, TX 78801               Round Rock, TX 78682
Phone 803-278-6665             Phone 800-433-9528
Fax 830-278-1513               Fax 800-433-9528

 M&A Technology                Micro Solutions
 4407 Alpha Rd                 1311 E. Hackberry
 Dallas TX 75244               McAllen, TX 78501
 Phone 972-490-5803            Phone 956-682-1819
 Fax 972-490-0616              Fax 956-682-6560

 Arlington Computers           Wholesale Computers
 Parts & Service               4610 San Bernardo
 2801 E Pioneer Parkway        Ste B
 Suite 122
 Arlington, TX 76010           Laredo, TX  78041
Phone 817-649-1968             Phone 956-725-3460
 Fax 817-649-2055              Fax 956-725-0133

HB Distribution                Ameritel
9630 Clarewood Dr Suite B 1    11120 N Stemmons Frwy
Houston, TX 77036              Dallas TX 75229
Phone 713-776-4778             Phone 972-484-5491
Fax 713-776-4770               Fax 972-484-5491



The Software Source            Foremost Technologies
1750 Brielle A-2               PO Box 3392
Ocean. NJ 07712                Brownsville TX 78532
Phone 732-695-2100             Phone 956-831-4444
Fax 732-695-1070               Fax 956-831-2257

Tangent Computer               Download Computer
Airport                        11321 Richmond Ave 
                               Suite 106-C
Burlingame, CA 94010           Houston TX 77082
Phone 800-342-9388             Phone 888-217-9121
 Fax 650-342-9388              Fax 281-870-8355

D D Computer Warehouse         Cimarron
4642 Everhart                  l830 NASA Road One
Corpus Christi. TX 78411       Houston TX 77058
Phone 512-993-5895             Phone 281-335-5840
Fax 512-993-5897               Fax 281-335-5890

Azarat Marketing
2809 Bird Ave Suite 299
Miami FL 33133
Phone 305-285-7297
Fax 305-285-8879



Education Software

 Computer City                 ET&T/Regency
 300 W 3rd St Suite 1500       1214 C  Stonghollow Dr
 Fort Worth, TX 76102          Kingwood, TX 77339
 Phone 817-415-3250            Phone 800-419-9119
 Fax 817-415-3350              Fax 280-358-7397

 Computers at Sunrise Mall     Arlington Computers 
 SPID #37B & # 39              Parts & Service
, TX 78412                    2801 E Pioneer Parkway 
                              Suite 122
                               Arilington, TX 76010
 Phone 512-994-8887            Phone 817-649-1968
 Fax 512-994-8988              Fax 817-649-2055

 Wholesale Computers           Educational Resources
 4610 San Bernardo Ste B       8523 Pioneer Gold
 Laredo, TX 78041              San Antonio, TX 78249
 Phone 956-725-3460            Phone 800-624-2926
 Fax 956-725-0133              Fax 210-684-7670

 Ameritel                      Computer Tutor
 11120 N Stemmons Frwy         Rt. 1 Box 31 G
Dallas, TX 75229               Farmersville, TX 75442
 Phone 972-484-8549            Phone 800-472-0071
 Fax 972-484-5491              Fax 903-776-2100

School Visions of Texas
704 Nightingale #8
McAllen, TX 78504
Phone 956-687-3210
Fax 956-782-1019



ILS Software

New Century                  Jostens
220 Old New Brunswickq       7878 N 16th Suite 100
Picataway, NJ 08854          Pheonix, AZ 85020
Phone 800-833-6232           Phone 800-422-4339
Fax 732-981-0552             Fax 602-230-7034

Small Business Computer      ET&T/Regency
409 E. Jackson               1214C Stonghollow Dr
Harlingen, TX 78550          Kingwood, TX 77339
Phone 956-421-3279           Phone 800449-9119
Fax 956-421-3177             Fax 280-358-7397


Computerland                 Tangent Computer
115 W Main                   197 Airport
Uvalde, TX 78801             Burlingame, CA 94010
Phone 803-278-6665           Phone 800-342-9388
Fax 830-278-1513             Fax 650-342-9388







Computer Maintenance


December 31, 1997 to December 31. 1998



Computer Maintenance

Computer City                 MSI
300 W 3rd St Suite 1500        501 Waller
Fort Worth, TX 76102          Austin, TX 78702
Phone 817-415-3250            Phone 512-476-6925
Fax 817-415-3350              Fax 512-473-2371

QIV Systems                   Small Business Computer
4242 Woodcook Suite 101       409 F. Jackson
San Antonio, TX 78228         Harlingen, TX 78550
Phone 800-288-4126            Phone 956-421-3279
Fax 210-736-4054              Fax 956-421-3177

CRC                           Computerland
201 North 15tb                115 W Main
McAllen, TX 78501             Uvalde, TX 78801
Phone 0956-631-2321           Phone 803-278-6665
Fax 956-631-4636              Fax 830-278-1513

Solutions Plus More           M&A Technology
4106 N. 22 Suite 3            4407 Alpha Rd
McAllen, TX 78504             Dallas, TX 75244
Phone 956-664-1933            Phone 972-490-5803
Fax 956-664-9776              Fax 972-490-0616

 Micro Solutions               Computers at Sunrise Mall
 1311 E. Hackberry             5858
 McAllen, TX 78501             SPID #37B & # 39, TX 78412
 Phone 956-682-1819            Phone 512-994-8887
 Fax 956-682-6560              Fax 512-994-8988

 Wholesale Computers           NBA Computer Service
 4610 San Bernardo Ste B       4017 Frederickburg Rd, 
                               Suite E
 Laredo, TX 78041              San Antonio, TX 78201
 Phone 956-725-3460            Phone 210-732-1492
 Fax 956-725-0133              Fax 713-732-1495

 HB Distribution               Ready Smart Systems
 9630 Clarewood Dr Suite B 1   801 Quince,  Ste 14
 Houston, TX 77036             McAllen, TX 78501
 Phone 713-776-4778            Phone 956-686-9518
 Fax 713-776-4770              Fax 956-686-9518



 Foremost Technologies         Tangent Computer
 P O Box 3392                  197 Airport
 Download Computer             D D Computer Warehouse
 11321 Richmond Ave Suite 106  4642 Everhart
 Houston, TX 77082             Corpus Christi, TX 78411
 Phone 888-217-9121            Phone 512-993-5895
 Fax 281-870-8355              Fax 512-993-5897

 Computer Command              McCall Services
 708 E. Goodwin                800 N Shoreline 
                               Suite 1100 South
 Victoria, TX 77901            Corpus Christi, TX 78401
 Phone 800-460-3305            Phone 512-883-2060
 Fax 512-576-4259              Fax 512-883-0500


 CPU Data
 1122 Pecan 
 McAllen, TX 78501 
 Phone 956-631-4477 
 Fax 956-787-1805 


Printers and Scanners

 Insight Direct                MSI
 3820 South Harl Ave           501 Waller
 Tempe, AZ 85282               Austin, TX 78702
 Phone 800-476-4888 X 5151     Phone 512-473-2371
 Fax 602-333-3400              Fax 512-473-2371

 Compu Connect                 QIV Systems
 777 S. Central                4242 Woodcook Suite 101
 Expressway Ste 5D
 Richardson, TX 75080          San  Antonio, TX 78228
 Phone 972-680-3999            Phone 800-288-4126
 Fax 972-680-9253              Fax 210-736-4054


 Apple Corp                    CRC
 1846 N Shore Dr               201 North 15th
 Port Isabel, TX 78587         McAllen, TX 78501
 Phone 956-943-3145            Phone 956-631-2321
 Fax 956-943-3144              Fax 956-631-4636

 Computerland                  Dell
 15 W Main                     One Dell Way
 Uvalde, TX 78801              Round Rock, TX 78682
 Phone 803-278-6665            Phone 800-274-7799
 Fax 830-278-1513              Fax 800-433-9528


 Solutions Plus More           M&A Technology
 4106 N. 22 Suite 3            4407 Alpha Rd
 McAllen, TX 78504             Dallas, TX 75241
 Phone 956-664-1933            Phone 972-490-5803
 Fax 956-664-9776              Fax 972-490-0616

 Computers at Sunrise Mall     Wholesale Computers
 5858                          4610 San Bernardo Ste 1
 SPID #37B &  # 39, TX 78412   Laredo, TX 78041
 Phone 512-994-8887            Phone 956-725-3460
 Fax 512-994-8988              Fax 956-725-0133

Dean Williams Business         Educational Resources
Machines
5755 Bonhom Suite 416          8523 Pioneer Gold
Houston, TX 77036              San Antonio, TX 78249
Phone 713-266-3622             Phone 800-624-2926

Arsys Innotech                 Walks
10518 Harwin Dr                145 Boca Chica
Houston, TX 77036              Bronwnsville, TX; 78520
Phone 713-988-9988             Phone 800-481-0151
Fax 713-988-9989               Fax 956-542-0803

CGES                           Foremost Technologies
444 Scott Dr                   PO Box 3392
Bloomingdale, IL 60108         Brownsville, TX 78532
Phone 800-543-2437             Phone 956-831-4444
Fax 630-924-6850               Fax 956-831-2257

Matrix Data                    Tangent Computer
21555 Drake                    197 Airport
Cleveland, OH 44136            Burlingame, CA 94010
Phone 800-456-3325             Phone 800-342-9388
Fax 216-238-4546               Fax 650-342-9388

Apple Computer                 Download Computer
P O Box 149116                 11321 Richmond Ave 
                               Suite 106-C
Austin, TX 78714               Houston, TX 77082
Phone 800-800-2775             Phone 888-217-9121
Fax 512-919-2974               Fax 281-870-8355

Northshore Computer Plus       D D Computer Warehouse
935 Freeport                   4642 Everhart
Houston, TX 77015              Corpus Christi, TX 78411
Phone 713-450-2270             Phone 512-993-5895
Fax 713-450-2577               Fax 512-993-5897

Computer Command               McCall Services
708 E. Goodwin                 800 N Shoreline 
                               Suite 1100 South                          
Vlctoria, TX 77901             Corpus Christi, TX 78401
Phone 800-460-3305             Phone 512-883-2060
Fax 512-576-4259               Fax 512-883-0500

Genesys                        CPU Data
1289 Hammerwood Ave            1122 Pecan
SunnyVale, CA 94089            McAllen, TX 78501
Phone 408-541-1800 x 126       Phone 956-631-4477
Fax 408-541-1700               Fax 956-787-1805

Cimmaron                       Education Access
1830 NASA Road One              295 Santa Ana Ct
Houston, TX 77058              Sunnyvale, CA 94086
Phone 281-335-5840             Phone 800-741-8826 x 3145 
Fax 281-335-5890               Fax 800-741-8827




 















































EDUCATION SERVICE CENTER 18

Estimated Value of Contract: $525,000


Scope of Contract: Provider of computer Hardware and
Software.

REGION 18

August 28, 1997




To the Vendor Addressed: 

RE: Region 18 Education Service Center 
Purchasing Cooperative Members 

A few months ago you responded to Region 18 Education 
Service Center's "open catalog''
 bid This letter is to formally advise you that you 
are an 
approved vendor for the Region 18
Education Service Center Purchasing Cooperative for 
the 
period June 23, 1997 June22, 1998

According to the information submitted, you are an 
approved 
vendor in the following:
Category:

R18C015 - School and Office Supplies, Instructional 
Materials and furniture


R18C016 - Computer Hardware, Software, Supplies and 
Accessories
 
R18C017 - P E and Athletic Supplies and Equipment


Enclosed for your file and reference is a list 
showing the 
members of tile Region 18 Purchasing Cooperative. 
Each 
member is responsible for their own 
purchasing and orders are not processed through 
Region 18 
ESC 

Your cooperation regarding this matter is greatly 
appreciated Should you have any questions or 
concerns, 
please do not hesitate to call me at (915) 567-
3958 Thank you for your patience
 regarding; this matter


 Sincerely,
 
_________
 Gary E. Bond
 Purchasing Assistant


 cc H. Whitehead

REGION 18 EDUCATION SERVICE CENTER
1997-1998 Purchasing Cooperative Members

Kermit ISD 		      Marathon ISD      Marfa ISD
Curtis Barnett 		Fred Stair 		Linda 
Gutierrez
601 S Poplar 		P O Box 416		P O Box T
Kermit TX 79745-4712 	Marathon TX 79842 Marfa TS 
79843
915-586-1015 	      915-386-4474 	915-729-
4252

Big Spring ISD 	    Canutillo ISD      Coahoma ISD
Ronald Plumlee 	    Kay Fraser 	     Gina 
McEndree
708 11th Place 	    P O Box 100 	     P O Box 110
Big Spring TX 79720   Canutillo TX 79835 Coahoma TX 
79511
915-264-3620          915 877 -7430      915-394-4290


 Colorado ISD 	   Coppell ISD         Crane ISD
 Geneva Findley 	   Ralph M Seeley	     David 
Roberson
 P O Box 1047        200 S Denton Tap Rd 511 W 8th 
Street
 Colorado City       Coppell             Crane 
 TX 79512            TX 75019            TX 79731-
3099
 915-728-5312	   214-471-1111 	     915-558-1020

Culberson County 
Allamore ISD         Desoto ISD          Ector County 
ISD 
Angelica Robledo     Mel McFarling 	     Dan 
Wilkinson
P O Box 899          200 E Belt Line Rd  P O Box 3912
Horn TX 79855        DeSoto TX           Odessa TX 
                     75115-5795          79760-3912
915-283-2245	   972-274-8266 	     915-332-9151
 
Forsan ISD           Fort Davis ISD      Fort 
Stockton ISD
Diana Lanspery       Sharon Lippe        Charles 
Roberts
P O Drawer A         P O Box 1339        101 W 
Division
Forsan TX 79733 	   Fort Davis TX 79734 Fort 
Stockton TX
	                                   79735
915-457-2223	   915-426-3917        915-336-4000

Glasscock ISD        Grady ISD           Grandfalls- 
                                         Royalty ISD
JoAnn Turner         Johnny Tubb         Paula 
Francisco
P O BOX 9 	         HCR 72 Box 4        P O Box 10
Garden City TX 79739 Lenorah TX  	     Grandfalls 
TX  
79739                79749-9702          79742-0010
915-354-2230 	   915-459-2444 	     915-547-2266

Greenwood ISD 	   Highland Park ISD   Howard 
County Jr. 
                                         College 
Larry McGough 	   Mary Bingham 	     Dennis 
Churchwell
 2700 FM 1379 	   701S Westchester    1001 
Birdwell 
                                         Lane 
Midland TX 79706	   Dallas TX 75205     Big Spring 
TX 
                                         79720
915-685-7803         214-523-1600        915-264-5167


 Kermit ISD 	   Marathon ISD        Marfa ISD
 Curtis Barnett 	   Fred Stair 	     Linda 
Gutierrez
 601 S Poplar 	   P O Box 416         P O Box T
 Kermit TX	         Marathon TX         Marfa TX 
79843
 79745-4712          79842
 915-586-1015        915-386-4474        915-729-4252

                                         Monahans-
Wickett 
 McCamey ISD  	   Midland ISD         -Pyote ISD
 Ronnie Page 	   Leon Hartter 	     Joe Hayes
 P O Box 934 	   P O Box 2298	     606 S Betty
 McCamey TX	         Midland TX          Monahans TX 
 79752               79701               79756
915-652-3141         915-689-1752        915-943-6711

	               Pecos-Barstow 
Paris ISD 	         -Toyah ISD          Presidio ISD
Ben Coker            Cookie Canon        Gloria Baeza
P O Box 1159         P O Box 869         P O Box S 
Paris TX 75460       Pecos TX 79772      Presidio TX 
79845   
903-737-7473	   915-447-7203	     915-229-3010

Rankin ISD	         Reagan County ISD   Region 18 
ESC
Joyce Everidge       Delbert Dodds       Gary Bond
P O Box 90	1111     12th Street         P O Box 
60580
Rankin TX            Big Lake TX         Midland TX 
79778                76932               79711-0580
915-693-2461	   915-884-3705        915-567-3258

Rockwall ISD 	   Stanton ISD         Terlingua 
ISD
Eva Kozlovsky	   Rob Roberson        Kathy
                                         
Killingsworth
801 E Washington	   P O Box 730	     P O Box 256
Street 
Rockwall TX          Stanton TX          Terlingua TX 
75087                79782               79852-0256
972-771-0605 	   915-756-2226        915-371-2281

Terrell              Ward 
County ISD           County courthouse   Wink-Loving 
ISD
Blain Chriesman      JudgeSam Massey     Holly Bryan
P O Box 747	         Courthouse          P O Box 637
Sanderson TX         Monahans TX         Wink TX 
79848                79756               79789-0637
915-345-2251         915-943-3209        915-527-3700 


EDUCATION SERVICE CENTER Region 1


Estimated Value of Contract: $525,000


 Scope of Contract: Provider of cabling and Network
 supplies.

 1900 WEST SCHUNIOR EDINBURG TEXAS 78539
210/3S3-5611 FAX210/383-3524


August 25, 1997


To: Vendor Addressed

From: Paul Hylander

Subject: Cabling RFP

The Region One Education Service Center Board of 
Directors awarded one year contacts 
to successful RFP respondents in August 20, 1997.  
Districts participating in the Region 
One Technology Cooperative will be able to use the 
services of the complained that 
were awarded contracts until August 31, 1998

Attached you will find a list of vendors that were 
awarded one year contract to provide 
cabling services for the Region One Technology 
Cooperative.  You will need to send 
each school district 2 copies of your cabling RFP 
proposals in order that you can provide 
for them.  One copy of your RFP needs to be sent to 
District Business Manager and one 
copy needs to be sent to the District Technology 
Coordinator.

School districts will develop cabling specifications 
for projects within their districts.  
Vendors from the approved list can be contacted in 
order to determine who can provide 
the best service at the best price.

Please contact me at 956-383-5611 if you have any 
questions about the bid awards.
  
RFP Cable Installation Summary


Overview

Requests for cabling RFP's are designed to give each 
district with  the maximum 
flexibility when installing a local area network 
(LAN). This flexibility enables districts 
to choose a vendor that best meets their cabling 
needs in the areas Of  purchasing 
supplies and equipment, labor costs, and costs of a 
turn key solution. 

The RFP was designed around five scenarios for 
various types of Internet connectivity. 
These included: 

 Administrative Offices (10 drops) 

 Computer Lab (30 drops) 

 Library (12 drops) 

 Classrooms (80 drops) 

 Total Campus (132 (Drops) 

Each vendor must be able to meet or exceed the LAN 
cabling standards found in 
Appendix A of the RFP as well as meet the general and 
specific specifications of the 
RFP. 

School districts will need to write their own cabling 
specifications for specific projects 
and  vendors must be able to comply with all 
requirements of the districts and the  RFP 
Districts will be able to negotiate the best deal 
from the approved vendor list that best 
meets the needs of the district. 


Approved Vendors for Cabling and Equipment/Supplies
August 20, 1997-Augilst 31, 1998




 Vendor
 
 Micro Media Solutions 
 D'Tcl Communication
 ATE Telecom Solutions 
 Cable Com 
 Lucent Technologies
Southwestern Bell 
Ecomm Systems
Carroll Systems
Anixter/NaCom 
GTE
Walks Office Technology 
 Sabre Data 
 ANS Computers
Data Comm

Vendors Approved for Equipment and Supplies
August 20, 1997 August 31, 1998


 Valmac Electric 
 Icon Technology
 Micro Warehouse
 Kent Data Comm



January 20 1998


To: Vendor Addressed
From: Paul Hylander


Subject: Approved Bid Awards


Enclosed you will find copies of the approved bid 
awards for the following categories: 

 Computers and Computer parts

 Software 

 Computer Maintenance 

 Printers and Scanners 

You are requested to send two (2) copies of your 
catalog to the school districts in Region 
One.  One copy goes to the District Business Manager 
and one copy goes to the 
Technology Coordinator. Failure to send out copies of 
your catalog could result in the 
termination of your bid award contract approved by 
the Region One Board of Directors 
on December 16, 1997. 

The bid awards are in effect until December 31, 1998 
and Region One ESC has the 
option to renew this contract for an additional year. 

Please contact Paul Hylander at 956-383-5611 if you 
need additional information. 


Multimedia Cooperative

Bid Awards

1997-1998





Computers and Computer Systems


 December 31,1997 to December 31, 1998



Generic Computers

Insight Direct	      Compu Connect
3820 South Harl Ave	777 S Central Expressway 
                        Ste. 5 D
Tempe, AZ 85282	      Richardson, TX 75080
Phone 800-476-4888x5151 Phone 972-680-3999
Fax 602-333-3400	      972-680-9253

QIV Systems 	      Small Business Computer
4242 Woodcook Suite 101 409 E. Jackson
 San Antonio, Tx 78228 	Harlingen, TX 78550
 Phone 800-288-4126 	Phone 956-421-3279
 Fax 210-736-4054 	Fax 956-421-3177

 CRC Solutions	      Plus More
 201 North 15th	      4106 N. 22 Suite 3
 McAllen, TX 78501 	McAllen, TX 78504
 Phone 956-631-2321 	Phone 956-664-1933
 Fax 956-631-4636 	Fax 956-664-9776

 M&A Technology 	      Micro Solutions
 4407 Alpha Rd 		1311 E. Hackberry
 Dallas, TX 75244	      McAllen, TX 78501
 Phone 972-490-5803 	Phone 956-682-18l9
 Fax 972-490-0616 	Fax 956-682-6560

 Computers at	      Arlington Computers
  Sunrise Mall 5858      Parts & Service
 SPID #37B & H 39       2801 E Pioneer Parkway Suite
   TX 78412             122
                        Arlington, TX 76010
 Phone 512-994-8887 	Phone 817-649-1968
 Fax 512-994-8988 	Fax 817-649-2055

 Wholesale Computers 	NBA Computer Service
 4610 San Bernardo      4017 Frederickburg Rd, 
 Ste B                  Suite E
 Laredo, TX 78041 	San Antonio, TX 78201
 Phone 956-725-3460 	Phone 210-732-1492
 Fax 956-725-0133 	Fax 713-732-1495


 HB Distribution 		Ameritel
 9630 Clarewood Dr.	11120 N Stemmon's Frwy
 Suite Bl 
 Houston, TX 77036 	Dallas, TX 75229
 Phone 713-776-4778 	Phone 972-484-8549
 Fax 713-776-4770	 Fax 972-484-5491

Walks 	            Foremost Technologies
115 Boca Chica          PO Box 3392
Brownsville. TX 78520	Brownsville TX; 78532
Phone 800-481-0151	Phone 956-831-4444
Fax 956-542-0803	      Fax 956-831-2257

 Corby Company 	      Tangent Computer
 401 Isom Suite 500 	197 Airport
 San Antonio, TX 78216 	Burlingame, CA 94010
 Phone 210-340-2113 	Phone 800-342-9388
 Fax 210-340-1217 	Fax 650-342-9388

Download Computer 	D D Computer Warehouse
 11321 Richmond Ave	4642 Everhart
 Suite 106-C 
 Houston, TX 77082 	Corpus Christi, TX 78411
 Phone 888-217-9121 	Phone 512-993-5895
 Fax 281 -870-8355 	Fax 512-993-5897

 McCall Services 		Genesys
 800 N Shoreline South 	1289 Hammerwood Ave
 Suite 1100 
 Corpus Cbristi,	      SunnyVale, CA 94089
 TX 78401 
 Phone 512-883-2060 	Phone 408-541-1800 x 126
 Fax 512-883-0500 	Fax 408-541-1700
 
 CPU Data  	            Cimarron
 1122 Pecan 	      1830 NASA Road One
 McAllen, TX 78501 	Houston, TX 77058
 Phone 956-631-4477 	Phone 281-335 5840

 Micro World
 326 Maple Ave
 Torrance, CA 90503
 Phone 310-533-1177x270
 Fax 310-533-0501



         Gateway Computers


 Omtex		      Gateway 2000 Major Accounts
 1221 S Main Suite 207 	610 Gateway Dr
 Boerne, TX 78006	      N. Sioux City, SD 57049
 Phone 800-482-8397 	Phone 800-779-2000
 Fax 830-249-3319 	Fax 605-232-2701



            HP Computers
	
 Insight Direct 	      MSI
 3820 South Harl 	      501 Waller
 Tempe, AZ 85282 	      Austin, TX 78702
 Phone 800-476-4888	Phone 512-476-6925
 x 5151 
 Fax 602-333-3400 	Fax 512-473-2371

 QIV Systems 	      Ameritel
 4242 Woodcook	      11120 N Stemmons Frwy
 Suite 101 
 San Antonio, TX 78228 	Dallas, TX 75229
 Phone 800-288-4126 	Phone 972-484-8549
 Fax 210-736-4054 	Fax 972-484-5491

 Walks 		      CGES
 145 Boca Chica 		444 Scott Dr
 Brownsville, TX 78520 	Bloomingdale, IL 60108
 Phone 800-481-0151	Phone 800-543-2437
 Fax 956-542-0803 	Fax 630-924-6850



 Download Computer 	D D Computer Warehouse
 1321 Richmond Ave	4642 Everhart
 Suite 106-C 
 Houston, TX 77082 	Corpus Christi, TX 7X411
 Phone 888-217-9121 	Phone 512-993-5895
 Fax 281-870-8355 	Fax 512-993-5897

 CPU Data 	            Argon Technologies
 1122 Pecan 	      1531 W IH 30
 McAllen, TX 78501 	Greenville, TX 75402
 Phone 956-631-4477 	Phone 903-45S-5036
 Fax 956-787-1805 	Fax 903-455-2115

 Cimarron 	            Education Access
 1830 NASA Road One 	295 Santa Ana Ct
 Houston, TX 77058 	Sunnyvale, CA 94086
 Phone 281-335-5840 	Phone 800-741-8826 x 3145
 Fax 281-335-5890 	Fax 800-741-X827



Dell Computers 

 QIV Systems	      Dell
4242 Woodcook Suite 101	One Dell Way
San Antonio, TX 78228	Round Rock, TX 78682
Phone 800-288-4126	Phone 800-274-7799
Fax 210-736-4054	      Fax 800-433-9528

 Ameritel 	            Download Computer
 11120 N Stemmons Frwy	11321 Richmond Ave 
                        Suite 106-C
 Dallas, TX 75229 	Houston, TX 77082
 Phone 972-484-8549 	Phone 888-217-9121
 Fax ###-##-####	      Fax 281-870-8355

McCall Services
800 N Shoreline Suite 1100 South
Corpus Christi, TX 78401
Phone 512-883-2060
Fax 512-883-0500



Toshiba Computers

 Insight Direct 	      MSI
 3820 South Harl Ave 	501 Waller
 Tempe, AZ 85282	      Austin, TX 78702
 Phone 800-476-4888	Phone S12-476-6925
 x 5151
 Fax 602-333-3400 	Fax 512-473-2371

 Solutions Plus More	Wholesale Computers
 4106 N 22 Suite 3	4610 San Bernard Ste B
 McAllen, TX 78504 	Laredo, TX 78041
 Phone 956-664-1933 	Phone 956-72S-3460
 Fax 956-664-9776 Fax 956-725-0133


 Ameritel 	             Download Computer
 11120 N Stemmons Frwy	 11321 Richmond Ave Suite 
106-C
 Dallas, TX 75229 	 Houston, TX 77082
 Phone 972-484-8549 	 Phone 888-217-9121
 Fax 972-484-5491	       Fax 281-870-8355

D D Computer Warehouse 	 Cimarron
642 Everhart 	       1830 NASA Road, One
Corpus Christie,         Houston, TX 77058
TX 78411 
Phone 512-993-5895	 Phone 281-335-5890
Fax 512-993-5897	       281-335-5890


Acer Computers

 Insight Direct 	      Solutions Plus More
 3820 South Harl Ave 	4106 N. 22 Suite 3
 Tempe, AZ 85282 	      McAllen, TX 78504
 Phone 800-476-4888	Phone 956-664-1933
 x 5151 
 Fax 602-333-3400 	Fax 956-664-9776

 Wholesale Computers 	 Ameritel
 4610 San Bernardo Ste B 11120 N Stemmons Frwy
 Laredo, TX 78041 	 Dallas, TX 75229
 Phone 956-725-3460 	 Phone 972-484-8549
 Fax 956-725-0133 	 Fax 972-484-5491

 Arsys Innotech 	       Walks
 10518 Harwin Dr 	       145 Boca Chica
 Houston, TX 77036 	 Brownsville, TX 78520
 Phone 713-988-9988	 Phone 800-481-0151
 Fax 713-988-9989        Fax 956-542-0803

 Foremost Technologies 	 Download Computer
 P O Box 3392 	11321  Richmond Ave Suite 106-C
 Brownsville, TX 78532	 Houston, TX 77082
 Phone 956-831-4444 	 Phone 888-217-9121
 Fax 956-831-2257	       Fax 281-870-8355

 D D Computer Warehouse CPU Data
 4642 Everhart 	      1122 Pecan
 Corpus Christi,	      McAllenl TX 78501
 TX 78411 
 Phone 512-993-5895 	Phone 956-631-4477
 Fax 512-993-5897 	Fax 956-787- 1805

 Cimarron 	            Micro World
 1830 NASA Road One 	326 Maple Ave
 Houston, TX 77058 	Torrance, CA 90503
 Phone 281-335-5840 	Phone 310-533-1177x270
 Fax 281-335-5890 	Fax 310-533 -0501

IBM Computers
  Computer City		      Insight Direct
  300 W 3rd St Suite 1500	3820 South Harl Ave
  Fort Worth, TX 76102		Tempe, AZ 85282
  Phone 817-415-3250		Phone 800-476-4888
                              x5151
  Fax 817-415-3350		Fax 602-333-3400




 MSI 		                  Computer Education 
                              Solutions
 501 Waller                   11211 N Main
 Austin, TX 78702             McAllen, TX 78501
 Phone 512-476-6925           Phone 800-303-8689
 Fax 512-473-2371                Fax 956-584-3961

 QIV Systems                  Computerland
 4242 Woodcook Suite 101      115 W Main
 San Antonio, TX 78228        Uvalde, TX 78801
 Phone 800-288-4126           Phone 803-278-6665
 Fax 210-736-4154             Fax 830-278-1513

 Solutions Plus More          Arsys Innotech
 4106 N.22 Suite 3            10518 Harwin Dr
McAllen, TX 78504             Houston TX 77036
Phone 956-664-1933            Phone 713-988-9988
 Fax 956-664-9776             Fax 713-988-9989

CGES                         Download Computer
444 Scott Dr                 11321 Richmond Ave 
                             Suite 106C
Bloomingdale, IL 60108       Houston, TX 77082
Phone 910-543-2437           Phone 888-217-9121
Fax 630-924-6850             Fax 281-870-8355

CPU Data                     Argon Technologies
1172 Pecan                   1531 W IH 30
McAllen, TX 78501            Greenville, TX 75402
Phone 956-631-4477           Phone 903-455-5036
Fax 956-787-1805             Fax 903-455-2115


 



Apple Computers

 Small Business Computer     Apple Corp
 409 E. Jackson 		     1846 N Shore Dr
 Harlingen, TX 78550	     Port Isabel, TX 78587
 Phone 956-421-3279 	     Phone 956-943-3145
 Fax 956-421 -3177	     Fax 956-943-3144

Apple Computer
P O Box 149116
Austin, TX 78714
Phone 800-800-2775
Fax 512-919-2974





Sun Computers


 MSI 		            Sun Microsystems
 501 Waller 	      6034 W Courtyard Dr Suite 200
 Austin. TX 78702	      Austin, TX 78730
 Phone 512-476-6925 	Phone 512-346-8761
 Fax 512-473-2371 	Fax 512-346-8761



Internet Devices

Internet Products
8947 A Complex Dr
San Diego, CA 92123
Phone 888-468-3742
Fax 619-574-4111






Computer Software


 December 31, 1997 to December 31, 1998 
ACProductivity Software

Computer City 		QIV Systems
300 W 3rd St Suite 1500	1242 Woodcook Suite 1111
Fort Worth, TX 76102	San Antonio, TX 78228
Phone 817-415-3250	Phone	800-288-4126
Fax 817-415-3350	      Fax 210-736-4054

Computerland		Dell
115 W Main	            One Dell Way
Uvalde, TX 78801	      Round Rock, TX 78682
Phone 803-278-6665	Phone 800-433-9528
Fax 830-278-1513	      Fax 800-433-9528

 M&A Technology 	      Micro Solutions
 4407 Alpha Rd 		1311 E. Hackberry
 Dallas TX 75244 	      McAllen, TX 78501
 Phone 972-490-5803 	Phone 956-682-1819
 Fax 972-490-0616 	Fax 956-682-6560
Arlington Computers       Wholesale Computers 
Parts & Service
2801 E Pioneer Parkway    4610 San Bernardo 
 Suite 122                Ste B
Arlington, TX 76010 	  Laredo, TX 78041
Phone 817-649-1968 	  Phone 956-725-3460
 Fax 817-649-2055		  Fax 956-725-0133

HB Distribution 		Ameritel
9630 Clarewood Dr       11120 N Stemmons Frwy
Suite B 1 
Houston, TX 77036		Dallas TX 75229
Phone 713-776-4778      Phone 972-484-5491
Fax 713-776-4770		Fax 972-484-5491

The Software Source 	Foremost Technologies
 1750 Brielle A-2  	PO Box 3392
 Ocean. NJ 07712 		Brownsville TX 78532
Phone 732-695-2100	Phone 956-831-4444
 Fax 732-695-1070		Fax 956-831-2257

Tangent Computer	      Download Computer
 Airport 		      11321 Richmond Ave
                        Suite 106-C
Burlingame, CA 94010 	Houston TX 77082
Phone 800-342-9388	Phone 888-217-9121
 Fax 650-342-9388		Fax 281-870-8355

D D Computer Warehouse 	Cimarron
4642 Everhart 		l830 NASA Road One
Corpus Christi. TX 78411Houston TX 77058
Phone 512-993-5895 	Phone 281-335-5840
 Fax 512-993-5897 	Fax 281-335-5890

Azarat Marketing
2809 Bird Ave Suite 299
Miami FL 33133
Phone 305-285-7297
Fax 305-285-8879



Education Software

 Computer City	        ET&T/Regency
 300 W 3rd St Suite 1500  1214 C  Stonghollow Dr
 Fort Worth, TX 76102 	  Kingwood, TX 77339
 Phone 817-415-3250 	  Phone 800-419-9119
 Fax 817-415-3350	        Fax 280-358-7397

 Computers at Sunrise 	 Arlington Computers
 Mall                    Parts & Service
 5858 		       2801 E Pioneer Parkway
                         Suite 122
 SPID #37B & # 39,	 Arilington, TX 76010
 TX 78412 
 Phone 512-994-8887 	 Phone 817-649-1968
 Fax 512-994-8988	       Fax 817-649-2055

 Wholesale Computers 	 Educational Resources
 4610 San Bernardo Ste B 8523 Pioneer Gold
 Laredo, TX 78041 	 San Antonio, TX 78249
 Phone 956-725-3460	 Phone 800-624-2926
 Fax 956-725-0133	       Fax 210-684-7670

 Ameritel 		       Computer Tutor
 11120 N Stemmons Frwy   Rt. 1 Box 31 G
Dallas, TX 75229 	       Farmersville, TX 75442
 Phone 972-484-8549 	 Phone 800-472-0071
 Fax 972-484-5491        Fax 903-776-2100

School Visions of Texas
704 Nightingale #8
McAllen, TX 78504
Phone 956-687-3210
Fax 956-782-1019



ILS Software

New Century              Jostens
220 Old New Brunswickq   7878 N 16th Suite 100
Picataway, NJ 08854	 Pheonix, AZ 85020
Phone 800-833-6232	 Phone 800-422-4339
Fax 732-981-0552	       Fax 602-230-7034

 Small Business Computer ET&T/Regency
 409 E. Jackson 	1214C  Stonghollow Dr
 Harlingen, TX 78550 	 Kingwood, TX 77339
 Phone 956-421-3279 	 Phone 800449-9119
 Fax 956-421-3177 	 Fax 280-358-7397


 Computerland 	       Tangent Computer
 115 W Main 	       197 Airport
 Uvalde, TX 78801	       Burlingame, CA 94010
 Phone 803-278-6665 	 Phone 800-342-9388
 Fax 830-278-1513 	 Fax 650-342-9388







Computer Maintenance


December 31, 1997 to December 31. 1998



Computer Maintenance

Computer City	        MSI
300 W 3rd St Suite 1500	 501 Waller
Fort Worth, TX 76102	 Austin, TX 78702
Phone 817-415-3250	 Phone 512-476-6925
Fax 817-415-3350	       Fax 512-473-2371

QIV Systems 		 Small Business Computer
 4242 Woodcook Suite 101 409 F. Jackson
 San Antonio, TX 78228   Harlingen, TX 78550
 Phone 800-288-4126	 Phone 956-421-3279
 Fax 210-736-4054 	 Fax 956-421-3177

 CRC 	                   Computerland
 201 North 15tb 	       115 W Main
 McAllen, TX 78501	 Uvalde, TX 78801
 Phone 0956-631-2321 	 Phone 803-278-6665
 Fax 956-631-4636 	 Fax 830-278-1513

 Solutions Plus More 	 M&A Technology
 4106 N. 22 Suite 3 	 4407 Alpha Rd
 McAllen, TX 78504	 Dallas, TX 75244
 Phone 956-664-1933 	 Phone 972-490-5803
 Fax 956-664-9776 	 Fax 972-490-0616

 Micro Solutions 		 Computers at Sunrise Mall
 1311 E. Hackberry 	 5858
 McAllen, TX 78501	 SPID #37B & # 39, TX 78412
 Phone 956-682-1819 	 Phone 512-994-8887
 Fax 956-682-6560 	 Fax 512-994-8988

 Wholesale Computers 	 NBA Computer Service
 4610 San Bernardo      4017 Frederickburg Rd, 
 Ste B                  Suite E 
 Laredo, TX 78041 	San Antonio, TX 78201
 Phone 956-725-3460 	Phone 210-732-1492
 Fax 956-725-0133 	Fax 713-732-1495

 HB Distribution	      Ready Smart Systems
 9630 Clarewood Dr	801 Quince,  Ste 14
 Suite B 1 
 Houston, TX 77036 	McAllen, TX 78501
 Phone 713-776-4778 	Phone 956-686-9518
 Fax 713 776-4770       Fax 956-686-9581


 Foremost Technologies	 Tangent Computer
 P O Box 3392 		 197 Airport
 Download Computer 	 D D Computer Warehouse
 11321 Richmond Ave      4642 Everhart
 Suite 106 
 Houston, TX 77082 	 Corpus Christi, TX 78411
 Phone 888-217-9121 	 Phone 512-993-5895
 Fax 281-870-8355 	 Fax 512-993-5897

 

Computer Command 		McCall Services
708 E. Goodwin 		800 N Shoreline 
                        Suite 1100 South
Victoria, TX 77901      Corpus Christi, TX 78401
Phone 800-460-3305 	Phone 512-883-2060
Fax 512-576-4259        Fax 512-883-0500


CPU Data
1122 Pecan 
McAllen, TX 78501 
Phone 956-631-4477 
Fax 956-787-1805 


Printers and Scanners

Insight Direct            MSI
3820 South Harl Ave  	  501 Waller
Tempe, AZ 85282 	        Austin, TX 78702
Phone 800-476-4888 X 5151 Phone 512-473-2371
 Fax 602-333-3400	        Fax 512-473-2371

Compu Connect		  QIV Systems
777 S. Central Expressway 4242 Woodcook Suite 101
Ste 5D 
Richardson, TX 75080      San Antonio, TX 78228
Phone 972-680-3999        Phone 800-288-4126
Fax 972-680-9253 		  Fax 210-736-4054

 Apple Corp 		CRC
 1846 N Shore Dr 	      201 North 15th
 Port Isabel, TX 78587 	McAllen, TX 78501
 Phone 956-943-3145 	Phone 956-631-2321
 Fax 956-943-3144 	Fax 956-631-4636

 Computerland		Dell
 15 W Main 		      One Dell Way
 Uvalde, TX 78801       Round Rock, TX 78682
 Phone 803-278-6665 	Phone 800-274-7799
 Fax 830-278-1513 	Fax 800-433-9528


Solutions Plus More 	M&A Technology
4106 N. 22 Suite 3 	4407 Alpha Rd
McAllen, TX 78504 	Dallas, TX 75241
Phone 956-664-1933 	Phone 972-490-5803
Fax 956-664-9776        Fax 972-490-0616

Computers at Sunrise 	Wholesale Computers
Mall 5858               4610 San Bernardo Ste 1
SPID #37B &  # 39,	Laredo, TX 78041
TX 78412 
Phone 512-994-8887 	Phone 956-725-3460
Fax 512-994-8988 	      Fax 956-725-0133


Dean Williams           Educational Resources
Business Machines 
5755 Bonhom Suite 416 	8523 Pioneer Gold
Houston, TX 77036 	San Antonio, TX 78249
Phone 713-266-3622	Phone 800-624-2926

Arsys Innotech 		Walks
10518 Harwin Dr 		145 Boca C'hie;a
Houston, TX 77036 	Bronwnsville, TX; 78520
Phone 713-988-9988	Phone 800-481-0151
Fax 713-988-9989 		Fax 956-542-0803

 CGES 		      Foremost Technologies
 444 Scott Dr 		PO Box 3392
 Bloomingdale, IL 60108 Brownsville, TX 78532
 Phone 800-543-2437 	Phone 956-831-4444
 Fax 630-924-6850 	Fax 956-831-2257

 Matrix Data 		Tangent Computer
 21555 Drake 		197 Airport
 Cleveland, OH 44136 	Burlingame, CA 94010
 Phone 800-456-3325 	Phone 800-342-9388
 Fax 216-238-4546 	Fax 650-342-9388

 Apple Computer 	      Download Computer
 P O Box 149116 	      11321 Richmond Ave 
                        Suite 106-C
 Austin, TX 78714 	Houston, TX 77082
 Phone 800-800-2775 	Phone 888-217-9121
 Fax 512-919-2974 	Fax 281-870-8355

 Northshore Computer	D D Computer Warehouse
 Plus 
 935 Freeport 		4642 Everhart
 Houston, TX 77015 	Corpus Christi, TX 78411
 Phone 713-450-2270 	Phone 512-993-5895
 Fax 713-450-2577 	Fax 512-993-5897

 Computer Command 	McCall Services
 708 E. Goodwin 		800 N Shoreline Suite 1100
                        South		
 Victoria, TX 77901 	Corpus Christi, TX 78401
 Phone 800-460-3305 	Phone 512-883-2060
 Fax 512-576-4259 	Fax 512-883-0500

 Genesys 	             CPU Data
 1289 Hammerwood Ave 	   1122 Pecan
 SunnyVale, CA 94089 	   McAllen, TX 78501
 Phone 408-541-1800 x 126  Phone 956-631-4477
 Fax 408-541-1700	       Fax 956-787-1805

 Cimmaron	            Education Access
 1830 NASA Road One 	295 Santa Ana Ct
 Houston, TX 77058	Sunnyvale, CA 94086
 Phone 281-335-5840	Phone 800-741-8826 x 3145 
 Fax 281-335-5890 	Fax 800-741-8827




EDUCATION SERVICE CENTER 5

Estimated Value of Contract: $525,000

Scope of Contract: Provider of computer Hardware and 
Software.





Region V 
 Education Service Center
2295 Delaware Street, Beaumont, Texas 77703-4299
 (409)838-5555 TDD:(409)835-5168 FAX:(409)833-9755


Telecommunications Device - Deaf


 June 26, 1997
 Micro-Media Solutions, Inc.
 Karla Gonzales
 501 Waller
Austin, Texas 78702
 
 Dear Karla Gonzales:

Thank you for submitting a bid for Computer, Peripherals 
and Operating 
Systems which was opened on June 1 7, 1997. The Region V 
Education Service 
Center has compiled all of the bid sheets which the 
vendors have submitted and 
will send a booklet to each of the participating 
districts. 

We are now asking that you make sure that you send a 
minimum of two 
catalogs or bound price lists for use in product 
selection to each district 
Purchasing Departments and Region V Education Service 
Center as stated in 
the Specific Terms and Conditions of said bid. These 
bound documents must be 
clearly labeled on front cover with the name of said bid 
and date bid is good 
through. 

Again thank you for submitting a bid and our cooperative 
looks forward to 
doing business with you as our needs arise. 

 
 
 Sincerely,

_____________________
 
 John Applebach
 Business Manager
 JA:srv

Attachment - Listing of Participating School Districts


_




 















Overview

Southwestern Bell Integrated Technologies (SWB IT) is 
issuing this Request For Quote
 (RFQ) to secure subcontractors on state and/or local basis 
to install and maintain for a 3
year period: CSU/DSUs, routers  hubs NTl/TAs, printers, 
Category 5 wiring and personal computers in rural and metro 
areas across the state of Texas. There are approximately 
1000 locations across the state that will be installing the 
equipment and services described below. The timeline for 
this project is January 1998 through March 1999. There are 
two designs that will be described below; each will be used 
to provide Internet access to schools and public libraries 
across the state. Responses are due on 9/1/97at 5:00 P.M. 

Scope of Work


Each subcontractor will provide a turnkey cost to SWB for 
the installation designs discussed and illustrated below 
for 
both installation and a three-year on site maintenance 
contract. It uril1 be the contractors' responsibility to 
coordinate addressing of the network equipment with the end 
user customer. Contractor will also be responsible for 
extended wiring (if necessary) from the demarcation point 
to 
the equipment location. 

 Design #1
 
 This design includes a two port ISDN terminal adapter (TA) 
that will be shared by two PCs. Using a port on the TA, 
these P'Cs will use Windows NT 4.0 dial-up networking 
To connect via a B-channel to an ISP. The NT workstations 
will also use a 10Base2 Ethernet LAN to share a printer. 
The 
printer will be attached to the parallel port of one
 workstations and shared via Microsoft Networking to the 
other workstation. Each workstation will be configured with 
Windows NT Workstation 4.0, Microsoft Internet Explorer 
(latest version at time of install), and Norton Anti-virus 
for Windows NT (with auto-protect enabled). Further 
configuration of the PCs will be according to the forms 
in Attachment D.  The successful subcontractor(s) will 
provide installation of all hardware and software from the 
SWB point of demarcation up to and including the PC for 
Internet access. SWB will provide all equipment (i.e., 
NT1/TA, PCs, Printer, and Network cables)SWB will ship all 
equipment to the work site or to the subcontractor prior to 
the installation date. The subcontractor will provide 
installation, configuration, testing, documentation, and 
any 
incidental wiring (plenum rated, if necessary). A sketch of 
this design is included as Attachment A. All incidental 
hardware will be provided by the contractor (i.e., d-rings. 
tie wraps, wire mold, etc.) It will be the contractors'
 responsibility to pre-survey and coordinate the 
installations of all sites.

 Design # 2

 Design # 2 is more complicated than design #1. In short it 
is a hub site and up to 2 remotes or a hub site plus up to 
7 
remotes. The HUB Site will use a router to connect to an 
ISP 
at TI speed. The only difference between the two hub sites 
is the upgrade of the router from a Cisco 2524 to a 4500. 
The remotes will al1 be the same configuration and 
hardware. 
The goal of this design is to complete a network-to-
network" 
dedicated connection between the local LANs and the 
Internet. this will allow all workstations and servers 
attached to the local LANs access to the Internet. The hub 
site will include a Windows NT Server (acting as a domain 
controller, file server and WINS server) and four Windows 
N1 
Workstations (with Microsoft Internet Explorer -latest 
version- and Norton Anti-virus -with auto-protect enabled). 
The Server and Workstations will be configured to use 
Microsoft Networking over IP. A printer will be attached to 
the parallel port of a workstation. The printer wil1 be 
shared for use by all other workstations. The remote sites 
(up to two or seven depending on router used) will have 
two Windows NT workstation5 with similar configurations as 
the one at the host, including a local printer to be shared 
between the two. Further configuration of the PCs and 
workstations will be according to the forms in Attachment 
E. 
The successful subcontractor(s) will provide installation 
of 
all hardware and software from the SWB point of demarcation 
up to and including the PC for internet access. SWB will 
provide all equipment (i.e., CSU/DSU, PCs, Printers, Racks, 
Routers! and Network cables) and will ship it to the work 
site or to the subcontractor prior to the installation 
date. 
The subcontractor will provide installation, configuration, 
testing and documentation of al1 equipment plus Category 5 
wiring from the hub to the information outlet. All wiring 
will be certified 100BaseT, category 5, unshielded twisted 
pair, plenum rated cabling 1Eis includes patch panels, 
wiring, information outlets, and incidental hardware. A 
sketch of this design is included in Attachment B for the 
2500 router and Attachment C for the 4500 router. It will 
bc 
the contractors' responsibility to pre-survey and 
coordinate 
the installations of all sites. All incidental hardware 
will 
be provided by the contractor (i.e., d-rings, tie wraps, 
wire mold, etc.). 

Maintenance

The successful subcontractor(s) will be required to provide 
a 3 year, next day, on site maintenance package, available 
8 
hours per day for 5 days per week. This package must 
include 
a minimum two-hour phone response during hours covered. The 
package must also cover all hardware and software. SWB will 
maintain the communication lines, however, it may bc 
necessary at times for the contractor(s) to assist in 
determining the problem is related to hardware/software, 
the 
telecommunications network, or both. Generally, any trouble 
will be referred directly to the subcontractor from the end 
user customer. However, SWB may establish a single point 
for 
all trouble reporting and coordination. If we elect this 
option, all trouble dispatches will originate from the 
Technical Assistance Center (TAC). It will be the 
subcontractor(s)' responsibility to dispatch their own 
personnel to close the trouble report and respond to 
the TAC SWB will purchase the PCs, Printers, routers, HUBs 
and communications equipment with 3year replacement parts 
warranty that viill be passed on to the subcontractor. 
Paper, print cartridges, and consumables are not included 
in 
the three-year maintenance. 

Conclusion



It is understood that it is almost impossible for one 
subcontractor to have a presence across the state. It is 
SWB's intent to establish a network of subcontractors to 
cover the entire state; therefore, it is extremely 
important 
that each potential bidder clearly identify their 
geographic 
area of coverage. 

Technical questions may be referred to Rick Reyes on (713) 
5674605 or Mark Hajda on (713) 567 vIS00. Contract or 
procedural issues may be referred to E]ayne Donahue 
Duncan on (713) 567-7680 






Bid Sheet

Design # 1


 Turn key installation of Design #1 per site $
 Includes any incidental wiring

 Maintenance of Design # 1 per site $

 Design # 2

 Turn key network installation of hub site Design # 2 per 
site $
 Using Cisco 2524 Router

 Or

 Turn key network installation of hub site Design # 2 per 
site $
 Using Cisco 4500 Router

 Turn key wiring installation of Design # 2 per hub site $_
 Turn key remote site installation of Design # 2 per site S
 Includes any incidental wiring
 Maintenance of Design # 2 per hub site $
 Using Cisco 2524 Router

 Or

Maintenance of Design # 2 per hub site $
 Using Cisco 4500 Router


 Maintenance of Design # 2 per remote site $_


 Hourly Charge for after hours work (other than M-F 8-5) $


Do you have a Help Desk with toll fee (1-800 number) 
access? 
YES_ NO_




 If Yes;

Three year total charge for Design #1 $

Three year total charge for Design #2 $
 -with 2524 router (hub site)
 Three year total charge for Design #2 $
 -with 4500 router (hub site)

 Three year total charge for each remote site in Design $/2 
S


Geographic area of the state where you are able to provide 
this service, please is list cities, counties, genera] area 
you prefer to work, etc Please indicate your preference 
below: 


Field Trial Agreement No. 970097

FIELD TRIAL AGREEMENT




 Southwestern Bell Telephone Company (SMIBT)
 a Missouri Corporation
 One Bell Center
 St. Louis, Missouri 63101


 and


 Micro Media Solutions, Inc. (MSI) (MSI)
 a Texas Corporation
 501 Waller Street
 Austin, Texas 78702


 1NDEX

 PREAMBLE 3

 TERM  3

ASSIGNMENT 3

 BREACH OF AGREEMENT 3

 CHOICE OF LAW  3

 COMPLAINTS  4

 COMPLIANCE WITH LAWS .4

 CONFLICT OF INTEREST  4

 CURE 4
 
 SWBT'S INFORMATION 4

SWBT'S OBLIGATION  5

 EMERGENCY SUPPORT 5

 ENTIRE AGREEMENT  6

 FORCE MAJEURE  6

 INFRINGEMENT   6


 INSIGNIA   7

 INSURANCE  7

 LIABILITY   8

 LICENSES 8

 NO FIDUCIARY 8

 NO PARTNERSHIP  9

NON-EXCLUSIVE MARKET RIGHTS  9

 NON WAIVER  9

 NOTICES   9

 PERFORMANCE  10

 PUBLICITY 10

 PURCHASE OPTION  10


 RELEASES VOID   10


 RIGHT OF ACCESS     10


 SEVERABILITY  11

 SERVICES  11

 SUBCONTRACTING  11

MSI'S INFORMATION  11

 SURVIVAL OF OBLIGATIONS   11

 TAXES  11

TERMINATION 12

 WARRANTY  12

 WORK HEREUNDER  12


APPENDIX A - NONDISCRIMINATION COMPLIANCE AGREEMENT
APPEyNDIX B - SERVICES

PREAMBLE

SWBT and MSI agree that MSI shall act as SWBT's agent and 
furnish to SWBT customers, ADSL Fulfillment services and 
Customer Premises Equipment Installation and Maintenance 
services, hereinafter referred to as "Services", in 
accordance with the terms and conditions and specifications 
of this field trial agreement ("Agreement") Services are 
outlined in Appendix B, attached hereto by this reference.. 
This Agreement is formed solely to provide a means for SWBT 
to evaluate the potential use of the Service in SWBT's 
operating area in the form of a field trial. This Agreement 
in no way implies or expresses any purchase of MSI's 
services or any future purchase of equipment or services 
similar to service furnished by MSI, unless provided for in 
a separate written agreement. In consideration of the 
mutual 
covenants and promises contained herein, the parties agree 
as follows: 

TERM

This Agreement shall be effective for the duration of the 
field trial evaluation which shall begin on October 1, 1997 
and shall continue in effect through September 30, 
1998 unless earlier terminated as provided for herein. 

TERM

Neither party shall assign or otherwise transfer its rights 
or obligations under this Agreement except with prior 
written consent of the other, said consent not to be 
unreasonably withheld; provided, however, SWBT shall have 
the right to assign this Agreement to any present or future 
affiliate, subsidiary or parent corporation of SWBT 
without securing the consent of MSI and may grant to any 
such assignee the same rights and privileges SWBT enjoys 
under this Agreement. Any attempted assignment not assented 
to in the manner as prescribed herein shall be void. 

BREACH OF AGREEMENT

In the event MSI shall be in breach or default of any of 
the 
terms, conditions or covenants of this Agreement, and said 
breach or default shall continue for a period of ten (10) 
days after the giving of written notice to MSI, thereof, 
then in addition to all other rights and remedies at law or 
in equity, SWBT shall have the right to cancel this 
Agreement at no penalty to SWBT and/or enforce the 
provisions set forth in the 
PERFORMANCE clause hereof. 

CHOICE OF LAW

This Agreement shall be governed by the laws of the state 
of 
Missouri. 


 COMPLAINTS


SWBT reserves the right to notify MSI in cases where SWBT 
has identified current or potential problem areas 
concerning 
MSI's SERVICE furnished hereunder. 

MSI agrees to accept and acknowledge such notices and to 
work with SWBT on a reasonable resolution of such problems. 
Notice of the disposition and solution of such problems 
shall be provided to SWST within ten (10) days of SWBT's 
notification to MSI. Periodic reporting of the status of 
such open problems or complaints will be furnished to SWST 
by MSI together with a proposed schedule of resolution. 
Such 
resolution shall not exceed thirty (30) days. 

COMPLIANCE WITH LAWS

MSI and all persons furnished by MSI shall comply with the 
provision of all applicable federal, state, county and 
local 
laws, ordinances, regulations and codes (including 
identification and procurement of required permits, 
certificates, approvals and inspections) in MSI's 
performance under this Agreement. MSI further agrees during 
the term of this Agreement to comply with all applicable 
Executive and Federal regulations as set forth in Appendix 
A, Nondiscrimination Compliance Agreement, attached hereto 
and made a part of this Agreement. MSI agrees to indemnify 
SWBT for any loss or damage sustained because of MSI's 
noncompliance. 

CONFLICT OF INTEREST MSI represents and warrants that no 
officer, employee, or agent of SWBT has been or will be 
employed, retained, paid a fee, or otherwise has 
received or will receive any personal compensation or 
consideration by or from MSI or any of MSI's officers, 
employees or agents in connection with the obtaining, 
arranging, or negotiation of this Agreement or other 
documents or Agreements entered into or executed in 
connection herewith. 

CURE

SWBT shall not be deemed to be in default under any of the 
terms of this Agreement and MSS shall not seek or be 
entitled to enforce any remedy for any claimed default, 
unless SWBT shall fail to cure or correct said claimed 
default within thirty (30) days following receipt of 
written 
notice by MSI to SWBT of said claimed default. 

SWBT'S INFORMATION

Any specifications, drawings, sketches, models, samples, 
tools, computer or other apparatus programs, technical or 
business information or data, field trial results and/or 
reports, written, oral or otherwise (all hereinafter 
designated "Information") furnished to MSI under this 
Agreement or in contemplation of this Agreement, shall 
remain SWBT's property. All copies of such Information in 
written, graphic or other tangible form shall be returned 
to SWBT at SWBT's request. Unless such Information was 
previously known to MSI free of any obligation to keep it 
confidential, or has been or is subsequently made 
public by SWBT or a third party, it shall be kept 
confidential by MSI, shall be used only in performing this 
Agreement, and may not be used for other purposes except 
such terms as may be agreed upon between MSI and SW13T in 
writing. 

MSI understands and agrees that any and all field trial 
results prepared by SWBT are and shall remain the property 
of SWBT and are hereby considered SWBT's Proprietary 
Information. Therefore, it shall be SWBT's option, in its 
sole discretion, to furnish 
MSI copies of such documents or to discuss such documents 
with MSI. MSI's use of field trial reports furnished by 
SWBT 
shall be governed by the provisions of the PUBLICY clause 
in 
addition to the provisions contained in this clause, SWBT's 
INFORMATION. 

SWBT'S  OBLIGATION

MSI agrees SWBT has no obligation or liability whatsoever 
for expenses incurred in the development of MSI's SERVICE 
or 
to provide MSI with results of SWBT's field 
trial evaluation

EMERGENCY SUPPORT

MSI shall provide SWBT with an updated current listing of 
MSI's technical support personnel together with after-hours 
telephone procedures to contact MSI to correct 
out-of-service conditions. 

In the event SERVICE provided pursuant to this Agreement 
should affect SWBT's ability to provide telecommunications 
services to SWBT's subscribers, MSI shall, without charge, 
provide field technical personnel to make temporary 
modifications and arrangements to mitigate the effects of 
out-of-service conditions. 

MSI agrees that expenses incurred by SWBT, if any, to 
mitigate or correct out-of-service conditions caused by 
SERVICE shall be substantiated by SWBT and paid by 
MSI. 

ENTIRE AGREEMENT

This Agreement shall constitute the entire agreement 
between 
the parties and shall not be modified or amended except by 
a 
writing signed by both parties. Estimates furnished by SWBT 
shal1 not constitute commitments. The provisions of this 
Agreement shall supersede all prior oral and written 
quotations, communications, agreements and understandings 
of 
the parties in respect of the subject matter of this 
Agreement. 

FORCE MAJEURE

Neither party shall be held responsible for any delay or 
failure in performance of any part of this Agreement to the 
extent that such delay or failure is caused by fire, flood, 
explosion, war, strike, embargo, government requirement, 
civil or military authorities, Act of God or by the public 
enemy, or other causes beyond the control of MSI or SWBT. 
If 
any force majeure condition occurs, the party delayed or 
unable to perform shall give immediate notice to the other 
and the party affected by the other's inability 
to perform may elect to; 

(a) terminate this Agreement; 

(b) suspend this Agreement for the duration of the force 
majeure condition; or

(c) resume performance under this Agreement once the force 
majeure condition ceases with an option in the affected 
party to extend the period of this Agreement up to the 
length of time the force majeure condition endured. 

Unless written notice is given within thirty (30) days 
after 
such affected party is notified of the force majeure 
condition, (b) shall be deemed selected. 

INFRINGEMENT

MSI shall indemnify SWBT for any loss, damage, expense 
(including attorney's fees) or liability arising out of any 
infringement, or claim of infringement, of any patent, 
trademark, copyright, trade secret or other proprietary 
interest based on the manufacture, normal or intended use, 
installation, lease, sale or resale of SERVICE or 
part thereof (including but not limited to, any program, 
documentation, services and/or equipment) furnished to SWBT 
under this Agreement or in contemplation of this 
Agreement. 

If SWBT's normal or intended use, installation, lease, sale 
or resale of the SERVICE shall be prevented by injunction 
or 
court order because of any such infringement for which 
MSI is responsible, MSI shall, in addition to the above 
indemnity, at no expense, loss or darnage to
SWBT: (I) replace such SERVICE with equally suitable 
Service 
free of infringement; or
(2) modify such SERVICE See of infringement, or (3) by 
license or other release from claim of infringement procure 
for SWBT's benefit the right to use, install, lease, sell 
or resell such SERVICE, or (4) after MSI has demonstrated 
its good faith efforts to achieve the foregoing without 
success, MSI shall refund to SWBT the full SERVICE 
purchase price (less a reasonable amount of use of the 
SERVICE) if any.

INSIGNIA

SWBT's Insignia will not be affixed, used or otherwise 
displayed on the SERVICE furnished or in connection 
therewith without SWBT's written approval. 

INSURANCE

With respect to performance hereunder, MSI shall maintain, 
at all times during the term of this Agreement the 
following 
insurance coverage and any additional insurance 
and or bonds required by law: 

( I ) Workers Compensation Insurance in compliance with the 
laws of the state in 
which the work is to be performed, 

 (2) Employers Liability Insurance with minimum limits of 
S100,000 for Bodily Injury byaccident, $100,000 for Bodily 
Injury by disease per employee and $500,000 for Bodily
Injury by disease policy aggregate;

 (3) General Liability Insurance with  minimum limits of 
$1,000,000 per occurrence for Bodily Injury and Property 
Damage arising out of Premises/Operations, $1,000,000 
per occurrence Personal Injury and $1,000,000 General 
Policy 
Aggregate (applicable to Commercial General Liability 
Policies), $1,000,000 per occurrence/aggregate for
Products/Completed Operations. Coverage must include 
Blanket 
Contractual,Independent Contractors Liability and Broad 
Form 
Property Damage. If general liability is Claims-Made 
coverage, retroactive date must be prior to or coincident 
with the inception date of the contract and shall not be 
advanced during the term of the contract. SWST is to be 
named as Additional Insured as respects general liability; 
and
if use of motor vehicles is required;

 (4) Automobile Liability Insurance with minimum limits of 
$1,000,000 per occurrence for Bodily Injury and Property 
Damage. Coverage shall extend to all owned, hired, and

non-owned autos. Insurance Companies affording coverage 
shall be acceptable to SWBT and have a Best's Rating of 
B+VII or better. MSI shall be prepared, prior to the 
start of work, to furnish certificates or other adequate 
proof of the foregoing insurance, if so requested by SWBT. 
SWBT is to be notified in writing at least thirty (30) days 
prior to cancellation or any Service change of foregoing 
insurance.

 LIABILITY

 MSI shall indemnify, defend and save harmless SWBT 
(including its officers, agents and employees) from and 
against any and all liability, loss, damages, costs, 
attorneys' fees, or other expense of any kind, which arises 
out of any claim or any suit for damages, injunction or 
other relief, caused by, resulting from, or in connection 
with, the SERVICE or acts or omissions of MSI (including 
any 
of MSI's, agents or subcontractors but excepting the 
negligent acts or omissions solely of SWST) in the 
furnishing of SERVICE or in the performance of 
services hereunder. This indemnity shall survive the 
delivery, inspection or acceptance of SERVICE or 
performance 
of services hereunder.


 MSI agrees to defend SWBT, at SWBT's request, against any 
such liability, claim, demand or SWBT. SWBT agrees to 
notify 
MSI within a reasonable time of any 
written claims or demands against SWBT for which MSI is 
responsible under this clause.


 MSI agrees not to implead or bring any action against SWBT 
or SWBT's employees based on any claim by any person for 
personal injury or death that occurs in the course 
or scope of employment of such person by SWBT and that 
arises out of SERVICE or services furnished under this 
Agreement.

 LICENSES

 No licenses, express or implied, under any patents are 
granted by SWBT to MSI under this Agreement,


 NO FIDUCIARY

 The parties hereto recognize and agree that this Agreement 
resulted from arms-length bargaining and therefore, that 
the 
parties owe no fiduciary duty to each other as a 
result of this Agreement. The parties have the right to 
pursue independently other evaluation agreements outside 
the 
scopeof this Agreement.
NO PARTNERSHIP

It is not the intent of the patties hereto to form a 
partnership, whether express or implied, or general or 
limited, as a result of their entering into this Agreement. 
Relations between the parties are intended to be governed 
by 
this Agreement and Interpreted pursuant to the law of 
contracts, rather than pursuant to the Missouri 
partnership law. 

NON-EXCLUSIVE MARKETING RIGHTS

It is expressly understood and agreed that this Agreement 
does not grant MSI an exclusive privilege to provide to  
SWBT any or all SERVICE of the type described in 
this Agreement nor require the purchase of any products 
from 
MSI by SWBT. It is, therefore, understood that SWBT may 
contract with other manufacturers and MSIs for 
the procurement or trial of comparable Services. 

NON-WAIVER

No course of dealing or failure of either party to strictly 
enforce any term, right or condition of this Agreement 
shall 
be construed as a waiver of such term, right or 
condition. 

NOTICES

Any notice or demand which under the terms of this 
Agreement, or under any statute 
must or may be given or made by MSI or SWBT shall  be in 
writing and shall be given or made by confirmed facsimile 
or 
similar communication or by certified or registered 
mail addressed to therespective parties as shown:


                  To SWBT               To MSI
 Name             Steve Forrnhals       Jose Chavez
 Address		One Bell Center,      501 Waller
 City,State,ZIP 	St.Louis,MO 63101     Austin,TX 78702
 Telephone 	      (314)235-1917         (512)476-692S


Such notice or demand shall be deemed to have been given or 
made when sent by confirmed facsimile or other 
communication 
or when deposited, postage prepaid in the 
U.S. mail. 

The above addresses may be changed at any time by giving 
thirty (30) days prior written notice as above provided. 
PERFORMANCE

Consistent with the provisions of the FORCE MAJEURE clause 
of this Agreement, MSI, having confirmed and agreed to a 
schedule or specific date(s) in the performance 
of this Agreement} as outlined in the TERM clause hereof 
shall be expected to meet the schedules or date(s) 
contained 
herein. Expenses incurred by SWBT due to MSI's 
nonperformance of Service by committed dates, through no 
fault of SWST, shall be substantiated by SWBT and paid by 
MSI within thirty (30) days of written notice from 
SWBT. 

PUBLICITY

MSI shall not advertise, or otherwise make known to others, 
any confidential information regarding this Agreement. MSI  
further agrees not to use in any advertising or sales 
promotion, press releases or other publicity matters any 
endorsements, direct or indirect quotes, or pictures 
implying endorsement by SBT or any of SWBT's employees 
without SWBT's prior written approval. MSI shall submit 
to SWBT for written approval, prior to publication, all 
publicity matters that mention or display SWBT's name 
and/or 
marks or contain language from which a connection 
to said name and/or marks may be inferred or implied. 

PURCHASE OPTION

SWBT may, at SWBT's option, elect to purchase the SERVICE 
from MSI at the end of this Agreement under a separate 
written agreement at a price to be mutually agreed 
upon by SWBT and MSI. 

RELEASES VOID

Neither MSI nor SWBT shall require waivers or releases of 
any rights from representatives of the other in connection 
with visits to MSI and SWBT's respective 
premises, and no such releases or waivers shall be pleaded 
by MSI or SWBT or third persons in any action or proceeding

RIGHT OF ACCESS

MSI shall normally not be permitted access to SWBT's 
facilities in connection with work under this Agreement 
and, 
however, if access is granted while on SWBT's 
premises, shall comply with all plant rules and 
regulations, 
and where required by government regulations, submit 
satisfactory clearance from the U.S. Department of 
Defense and other federal authorities concerned. No charge 
will be made for such 
visits.
SEVERABILITY

If any of the provisions of this Agreement shall be invalid 
or unenforceable, such invalidity or unenforceable shall 
not 
invalidate or render unenforceable the entire 
Agreement, but rather the entire Agreement shall be 
construed as if not containing the particular invalid or 
unenforceable provision or provisions, and the rights and 
obligations of MSI and SWBT shall be construed and enforced 
accordingly. However, in the event such provision is 
considered essential element of this Agreements MSI 
and SWBT shall promptly negotiate a replacement therefor. 

SERVICES

Appendix B outlines MSI's responsibilities, is incorporated 
herein, and made a part of this Agreement by this reference 
and applies to the SERVICE under this Agreement. 

SUBCONTRACI ING

MSI shall not, without the prior written consent of SWBT, 
subcontract any portion of the work covered by this 
Agreement. Subcontracting by MSI shall not relieve M51 of 
any responsibilities hereunder and MSI shall remain 
responsible for compliance by any subcontractor with all 
provisions of this Agreement. 

MSI'S INFORMATION

No specifications. drawings, sketches, models, samples, 
tools, computer or other apparatus programs, technical 
information or data, written, oral or otherwise, furnished 
by MSI to SWBT under this Agreement or in contemplation of 
this Agreement shall be considered by MSI to be 
confidential 
or proprietary. 

SURVIVAL OF OBLIGATIONS

MSI's obligations under this Agreement which by their 
nature 
would continue beyond the termination, cancellation or 
expiration of this Agreement, including, by way of 
illustration only and not limitation, those in the 
PERFORMANCE, COMPLIANCE WINI LAWS, NFRINGEMENT, LIABILITY, 
RELEASES VOID, SEVERABILITY, SWBT's  INFORMAMON, and 
WARRANTY clauses shall survive termination, 
cancellation or expiration of this Agreement. 

TAXES

Federal manufacturer's or retailer's excise and state and 
local sales or use taxes, When applicable, shall be paid by 
MSI. 
TERMINATION

SWBT may terminate this Agreement without penalty in whole 
or in part by giving MSI at least thirty (30) days prior 
written notice. Upon termination, MSI shall return to 
SWBT any equipment or documents that had been provided to 
MST. 

WARR4KNTY


Seller agrees to perform the SERVICES in a first-class, 
workmanlike manner, with care, skill and diligence, and in 
accordance with applicable standards currently 
recognized by Seller's profession. Seller further agrees to 
be responsible for the professional quality, technical 
accuracy, completeness and coordination of all reports, 
designs, drawings, plans, information, specifications  and 
other items and SERVICES furnished under this Contract. If 
Seller fails to meet applicable professional standards, 
Seller will, without additional compensation, correct or 
revise any errors or deficiencies in its reports, drawings, 
specifications, designs or other items or 
SEI?VICES furnished hereunder. 

Any replacement, repair, modification, installation, or 
other service performed by MSI shall be warranted as herein 
provided based upon the date performance of the service 
is completed and accepted by SWBT. 


WORK HEREUNDER

It is understood that visits by MSI or MSI's 
representatives 
for inspection, adjustment, or other similar purposes in 
connection with SERVICE, shall for all purposes be 
deemed "work hereunder" and shall be at no charge to SWBT 
unless otherwise agreed in writing with SWBT. 

In WITNESS WHEREOF, the foregoing Agreement has been 
executed by the parties hereto, in duplicate this 1st day 
of 
October, 1997. 

 MSI Accepted: SWBT Accepted:
 Micro-Media Solutions, Inc, 	Southwestern Bell Telephone 
Company


 By_________________      By_______________________
Name: Jose Chvez	Name:  Dara  Druhe 
Title: President	Title: Contract Manager
Date:9/24/97 	Date: 9/24/97





NONDISDCRIMINATION COMPLIANCE AGREEMENT (SW-9368

Contractor recognizes its responsibility to comply with all 
federal and state laws 
governing performance of this contract including, but not 
limited to: Executive Order 
11246,Executive Order 11625,ExecutiveOrder 12138, Section 
503 of thc 
Rehabilitation Act of 1973 Is amended and the Vietnam Era 
Veteran's Readjustment 
Assistance Act of 1974. 

1.  EQUAL EMPLOYMENT OPPORTUNITY DUTIES OF GOVERNMENT 
CONTRACTORS (APPLICABLE TO CONTRACTS AND SUBCONTRACTS 
EXCEEDING $10,000)

During the performance of this contract, thc contractor 
agrees as follows; 

(I) The Contractor will not discriminate against any 
employee or applicant for employment because of race color, 
religion, sex, or national origin. The Contractor 
will take affirmative action to ensure that applicants are 
employed, and that employees are treated during employment 
without regard to their race, color, religion, sex, or 
national origin.   Such action shall include, but not be 
limited to the following Employment, upgrading, promotion, 
or transfer, recruitment or recruitment advertising; layoff 
or termination; rates of pay or other forms of 
compensation; 
and selection for training, including apprenticeship. The 
Contractor agrees to post in conspicuous places, available 
to employees and applicants for employment, notices to 
be provided by the Contracting officer setting forth these 
provisions of this nondiscrimination clause. 

(2) The Contractor will, in all solicitations or 
advertisements for employees placed by or on behalf of the 
Contractor, state that a11 qualified applicants will 
receive 
consideration for employment without regard to race, color, 
religion, sex or national origin. 

(3) The Contractor will send to each labor union or 
representative of workers with 
which he has a collective bargaining agreement or other 
contract or understanding, a notice to be provided by the 
agency contracting officer, advising the labor union or 
workers' representative of the Contractor's commitments 
under section 202 of Executive Order 11246 Of September 24, 
1965, and shall post copies of the notice in conspicuous 
places available to employees and applicants for 
employment. 

 (4) Thc Contractor will comply with all provisions of 
Executive Order 11246 of September 24, 1965, and of the 
rules, regulations, and relevant orders of thc Secretary 
of Labor.

 (5) The Contractor will furnish all information and 
reports 
required by Executive Order 11246 of September24, 1965, and 
by the rules, and regulations, and orders of the Secretary 
of Labor, or pursuant thereto, and will permit access to 
his 
books, records, and accounts by the contracting agency and 
the Secretary of Labor for purposes of investigation to 
ascertain compliance with such rules, regulations, and 
orders

(6) In the event of the Contractor's noncompliance with the 
nondiscrimination clauses of this contract or with any of 
such rules, regulations, or orders This contract may be 
cancelled, terminated or suspended in whole or in part and 
the Contractor may be declared ineligible for further 
Government contracts in accordance with procedures 
authorized in Executive Order 1 1246 of September 24, 1965, 
and such other sanctions may be imposed and remedies 
invoked 
as provided in Executive Order 11246 Of September 24, 1965, 
or by rule, regulation, or order of thc Secretary of Labor, 
or other vise provided by law 

(7) The Contractor will include the provisions of 
paragraphs 
(I) through (7) in every subcontract or purchase order 
unless exempted by rules, regulations, or order of the 
Secretary of Labor issued pursuant to action 204 of 
Executive Order 11246 of September 24, 1965, so that such 
provisions will be binding upon each subcontractor 
or vendor.   Thc Contractor will take such action with 
respect to any subcontract or purchase order as may be 
directed by the Secretary of labor as a means of enforcing 
such provisions including sanctions for noncompliance: 
Provided, however, that in the event the Contractor becomes 
involved in, or Is threatened with, litigation with a 
subcontractor or vendor as a result of such direction, the 
contractor may request the United States to enter into such 
litigation to protect the interests of the United States 

II. CERTIFICATION OF NON SEGREGATED FACILITIES (APPLICABLE 
TO CONTRACTS AND SUBCONTRACTS EXCEEDING $10,000)


I the Contractor certifies that it does not and will not 
maintain any facilities it provides 
for it's employees in a segregated manner, or permit its 
employees to perform their services at any location under 
its control where segregated facilities are maintained; 
and that it will obtain a similar certification, prior to 
the award of any nonexempt 
subcontract 

 III.   EMPLOYER INFORMATION REPORT (APPLICABLE IF VALUE OF 
CONTRACT IS $50,000 OR MORE AND CONTRACTOR HAS 50 OR MORE 
EMPLOYEES)

Contractor agrees and certifies that it will file complete 
and accurate report (EEO-I) per the current instructions 
and 
file such other compliance reports as may be required 
under Executive Order 11246, as amended, end rules and 
regulations adopted 
thereunder 

IV, WRITTEN AFFIRMATIVE ACTION PROGRAM (APPLICABLE IF VALUE 
OF CONTRACT IS $50,000 OR MORE AND CONTRACTOR HAS 50 OR 
MORE 
EMPLOYEES) 

Contractor will develop an affirmative action compliance 
program for each of its establishments as required by 41 
C.F.R  Part 60-1 .40 and 60 2.

V.   CERTIFICATIONS OF COMPLANCE WITH VETERAN 
RESPONSIBILITES (APPLICABLE TO CONTRACTS AND SURCONTRACTS 
OF 
$10,000 OR MORE)

In accordance with the Vietnam Veterans Readjustment 
Assistance Act Or 1974 and 41 C P R Part 60250, as amended, 
the parties incorporate by reference the Affirmative 
Action For Disabled Veterans and Veterans of the Vietnam 
Era" clause and such other regulations and contract clauses 
required to be made part of government contracts and 
subcontracts 

VI. EMPLOYMENT OF THE HANDICAPPED (APPLICABLE TO CONTRACTS 
AND SUBCONTRACTS OF $2,500 OR MORE)

In accordance with the Rehabilitation Act of 1973, as 
amended, Executive Order 11 75S an4 41 C FR, Part 60-741, 
the parties incorporate  by reference the Affirmative 
Action For Handicapped Workers clause and all other 
regulations and contract clauses required to be made part 
of 
government contracts and subcontracts. 

VII. UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL 
DISADVANTAGED BUSINESS CONCERNS (APPLICABLE WHEN 
GOVERNMENT CONTRACT IS EXPECTED TO BE OVER S500,000}

(a) It is the policy of the United States that small 
business concerns and small business concerns owned and 
controlled by socially and economically disadvantaged 
individuals shall have the maximum practicable opportunity 
to participate in 
performing  contracts let by any Federal agency .

(b) The Contractor hereby agrees to carry out this policy 
in 
the awarding of subcontracts to the fullest extent 
consistent with efficient contract performance.   The 
Contractor further agrees to cooperate in any studies or 
surveys as may be conducted by the United States Small 
Business Administration or the awarding agency of the 
United States as may be necessary to determine the extent 
of 
the Contractor's compliance with this clause. 

(c) As used in this contract the term  small business 
concern shall mean a small business is defined pursuant to 
section 3 of the Small Business Act and relevant 
regulations prormulgated pursuant thereto.   The term small 
business concern owned and controlled by socially and 
economically disadvantaged individuals shall mean  
small business concern. 

(I) Which is at least 51 percent owned by one or more 
socially and economically disadvantaged individuals; or in 
the case of any publicly owned business at least 51 
percent of the stock of which is owned by one or more 
socially and economically disadvantaged individuals; and 

(2) Whose management and daily business operations are 
controlled by one or more of such individuals.

  The Contractor shall presume that socially and 
economically disadvantaged individuals include Black 
Americans, Hispanic Americans, Native Americans, Asian-
Pacific Americans, Asian-Indian Americans and other 
minorities or any other individual found to he 
disadvantaged 
by the Administration pursuant to section 8(a) of  
The Small Business Act. 

(d) Contractor acting in good faith may rely on written 
representations by their subcontractors regarding their 
status as either  small business concern or a small 
business concern owned and controlled by socially and 
economically disadvantaged 
individuals. 

VIII.  SMALL BUSINESS AND SMALL DISADVANTAGEDTAGED BUSINESS 
SUBCONTRACTING PLAN (IF SUBCONTRACT OF GOVERNMENT 
CONTRACT EXCEEDS $500,000)	 

Contractor will adopt a subcontracting plan similar to the 
plan agreed to by Southwestern Bell Telephone Company 

IX.   UTILIZATION OF WOMEN OWNED SMALL BUSINESSES


Women owned small  businesses as used in this clause means 
businesses that are at least 5l percent owned by women who 
are United States citizens and who also control
and operate the business.

Control as used in this clause means exercising the power 
to 
make policy decisions.

Operate as used in this clause means being actively 
involved 
in the day-to-day management of the business.

(b) It is thc policy of the United States that women owned 
small businesses shall have the maximum practicable 
opportunity to participate in perforing contracts awarded  
by 
any Federal agency. 

(c) The Contractor agrees to use its best efforts to give 
women-owned small businesses the maximum practicable 
opportunity to participate; in the subcontracts it awards 
to 
the fullest extent consistent with the efficient  
performance of its contract 


Field Trial Agreement No. 970097


SERVICES


 Program
 Objectives:  MSI will provide SWBT with high volume ADSL
 Fu1fillment services and Customer Premises Equipment
 Installation and Maintenance services.


* SWBT's objective is to achieve high customer satisfaction 
for deployment of the 
ADSL CPE. 

Teaming: 

 ADSL is a new network technology. Successful 
implementation of ADSL technology will require strong team 
work among SWBT and the MSI. As such, MSI shall provide 
a single contact for project management and coordination 
activities in all areas of presence d2roughout SWBT's 
territories in Arkansas, Kansas, Missouri, Oklahoma and 
Texas. 

 At a future date, SWBT may wish to provide additional 
products to be implemented as part of this proposal. MSI 
shall promptly indicate its ability to support future 
requests. 

Market
 Opportunity 
 The SWBT estimate of the potential market for ADSL
 CPE installation and maintenance services is between
 10,000 and 30,000 sites over the next 18 to 24 months for
 business and residential markets. Installation rates of
 between 45 and 75 installations per day, throughout
 SWBT's territory, are anticipated.


 Geographic
 Territory 
 Initially, four wire centers in the Austin area, starting 
in the fourth quarter of 1997. Long term, beginning second
 quarter 199B, in major metropolitan areas throughout
 SWBT's five state territory.
  Thirty days from execution of this Agreement, MSI shall
 provide information which indicate its geographic
 coverage by zip-code.


 Program Schedule

  MSI shall have processes in place by October 1, 1997 for.



pre-deployment trials. MSI to provide plan on how MSI will 
achieve this objective. 

 MSI shall be prepared to provide fulfillment, Installation 
and Maintenance services of ADSL CPE to the market, in 
support of SWBT's ADSL roll-out, beginning in 
October, 1997. 

CPE

 MSI to receive CPE as consigned SWBT inventory stock, 
stage, provide equipment in pre-packaged installation kits 
to send to installers and end customers. 

 Installation kits are defined in Attachment 4 of this 
Appendix. 

 ADSL CPE has already been pre-selected by SWBT. 

 Pricing
 Information 	
 Pricing is outlined in Attachment 6 of this Appendix. MSI
 commits to fixed 2 year fixed pricing, independent of
 location beginning in October, 1997 for the following:

  Fixed fee, per site, for each of the Installation options 
as
 identified:
  ADSL modem and splitter (outdoor environment ready)
  Inside wire
  Computer installation of browser software
  Installation & configuration of NIC, including
 sottware installation


 Fixed fee, per site, for each of the Maintenance options 
identified: 
 Next day parts 
 Next day onsite service 
 Same Day onsite service 

 Fixed fee per each requested delivery of pre-packaged 
installation kits to end customers upon order request from 
SWBT. 

 Fixed fee, per unit, for delivery of each of the 
installation kits as identified, with CPE ADSL modem with 
splitter, software, and NIC cards provided by SWBT. 

Installation

 Installation Scope of Work for installing the ADSL Modern 
and splitter, Network Interface Card, and wiring  
requirements are defined in Attachments 1, 2, and 3 
respectively.

 MSI will provide detail information on what their  
proposed wiring methodology is for installing the wiring 
from the SWBT NID (Network Interface Device) to the ADSL 
modem in the residence, when using existing IW
 (inside wiring). In cases where existing IW is not 
available or Cat 5, a Cat 5 home run, Som NID to ADSL modem 
location, will be provided as defined in Attachment 3 of 
tbis Appendix.


 Installation
Requirements	 
 SWBT will schedule the end customer Installation
 appointment dates. SWBT will then communicate
 Installation and maintenance schedule to MSI.

  MSI normal installation hours shall be Monday through
 Friday, 7:30arn to 9:30pm, CST/CDT. MSI to provide
 fees for work performed outside normal installation hours.
  MSI agrees to provide capabilities for supporting
 installations and maintenance on Saturday.
 MSI agrees to confirm ability to meet installation 
 schedules per SWBT's commitment to customer.
  MSI agrees to provide plan for making up missed
 appointments independent of scheduling rates for new
 work.
  MS1 agrees to be required to install the oldest 
inventoried
 equipment first to ensure warranty coverage is maintained.
  MSI agrees to be required to maintain records on date of
 receipt of equipment by serial number.

 Installation
 Completion:	  MSI agrees to complete the individual 
customer
 installation project upon successful establishment of 
either a bi-directional 384/256Kbps or 1.5M/3841tbps ADSL
 ATM PVC connection to the Internet or corporate host
  Installation and checkout test plan is included as
 Attachments 1, 2 and 3.


w

MSI shall ship the installation kits from fulfillment 
center 
to customers who only want the CPE installation kits, as  
identified in Attachment 4 of this Appendix, within five(5) 
working days of notification.

Wiring

 MSI shall wire the ADSL modem to the ADSL modular 
termination jack and shall utilize the cord supplied with 
the ADSL modem. (This cord will be two pair, Cat 3 wire 
with 
RJ14 terminations on both ends, not to exceed 20 feet in 
length.) IW from the modular termination jack to the SWBT 
NID will be standard 24 or 26 gauge, Cat 3 wiring. Cabling 
to and from the PC to the ADSL Modem will be over l0BascT 
CAT 3 
cable. 

MSI shall provide new wiring from the SWBT network 
termination point, at the 
customers location, to the ADSL Modem as described in 
Attachment 3. 

Maintenance 

 MSI will provide a toll-free call center for maintenance 
 and repair handling including warranty handling.
 " WISI shall offer next day parts, same day onsite, next 
day
 onsite, and 2 day onsite maintenance. Hours of operation
 shall be 7:30am to 9:30pm CST/CDT, five (5) days a week
 (Monday - Friday),
 
Installation and
Maintenance	  MSI shall supply own transportation, 
including vehicles, Field Service licensed and insured 
drivers, and adequate liability
 Requirements insurance.

 MSI shall immediately provide each of its own installers 
with PC / Mac Laptop with integral Ethernet and/or AFTM NIC 
card with SWBT ADSL Project software for testing and 
verifying proper operation including ADSL network testing. 

 MSI shall provide testing software as required by SWBT to 
ensure proper operation 
of NIC card in PC. 

 MSI shall provide installers with appropriate tools, 
 cabling, wiring, identification required to complete
 installations and maintenance dispatches on a 97% first
 time basis to the scheduled installation date, measured by
 dividing the number of first visit installations 
successfully.
completed on time by the number of scheduled installations. 

 MS1 shall submit, a plan demonstrating how MSI intends to 
achieve this goal and what measurement tools are proposed 
to 
monitor status. 

 MSI shall supply all ancillary parts as required to 
support installation. 

 MS1 shall provide all training to installers and 
maintenance personnel. 

 MSI shall provide a typical test platform at SWBT for each 
PC (such as ISA,PC1) or Mac that NIC card is installed with 
appropriate operating system software. (such as Windows 3. 
1, 3. I 1, or later version, Windows 95, Windows NT.) 

 MSI shall be responsible for its own inventory and field 

 logistics system; such systems must be described to
 SWBT, and must be adequate to support supplier's field
 operation in a manner which meets service level
 requirements.
  MSI shall have and maintain capability to communicate
 by phone, fax, and e-mail.

 Installation and
Maintenance	  MSI shall have the proven resources and 
financial Capabilities strength, or demonstrate a plan to 
support SWBT in the deployment of the installations 
territory-wide in volumes.


 MS1 shall indicate the volume of installations and 
maintenance levels that MSI can 
commit to by zip code on a per-week basis. 

 MSI shall provide the scope of their coverage by timeline, 
both current and planned. 

 MS1 shall provide toll free end customer telephone 
assistance to diagnose potential 
service issues and provide, at its expense, delivery, to 
the 
customer, a unit to replace the unit that is suspect. 

 MSI shall indicate what its capability to support 
installations for multi-language (including. but not 
limited 
to Spanish, Chinese, Tagalog, Japanese, Vietnamese, 
Portuguese, etc.) and hearing impaired customers. 

Large Program


 Experience  MSI shall identify past experience in 
fulfilling programs of this scope and magnitude.
  MSI shall provide customer references for programs of
 similar scope and size.

 Project
 Management	  MSI shall provide a Project Manager, assigned   
to manage installations for ADSL, for SWBT. he Project 
Manager will manage the installation processes and work 
with 
the end customers, as well as the SWBT ADSL Customer
 Service Team, to ensure successful implementations. The
 Project Manager shall be responsible for collecting,
 maintaining, and assembling all ADSL specific
 documentation which will include at a minimum:
 
" Deployment Plan with timeline, equipment standard
 templates, deployment locations, protocols and addressing
 as defined by SWBT, an inventory of equipment,
 including serial numbers and network installed,
 procedures for service calls, and equipment
 configurations.

 MSI will supply resumes for proposed Project Manager. SWBT 
reserves the right to interview and accept or decline any 
proposed Project Manager. 

Licenses

MSI shall be licensed for residential and business
installations in SWBT's  territory. MSI shall have all
required federal, state, county and city licenses to
complete the ADSL installations successfully.

 MSI shall meet all building codes as required by city and 
 counties.

  MSI shall comply with all applicable laws, rules and
 regulations.

 Customer
 Satisfaction 	
 End Customer satisfaction is of key concern to SWBT.
 SWBT welcomes innovations where methods to increase
 customer satisfaction are addressed.

  MSI shall provide how MSI intends to provide a safe
 installation to the end customer without risk of personal
 safety or risk of loss of the end customers personal
 property (i.e., hiring and screening programs for new

employees, safety training, etc.).

Tracking and
 Reporting	 
 MSI shall provide a tracking and reporting format to track 
installation activity by day, week, and month, showing
 force to load, and actual schedule performance.
 Performance management reporting for volume of  
installations and maintenance activities is a mandatory
 requirement.

 MSI shall provide monthly performance reports that 
identify among other items, number and trend of calls, 
missed installations, second installations, equipment 
failure meets and customer satisfaction levels. 

 MSI shall provide sample reports, and the methods used to 
gather the data upon which these reports are based. 

MSI shall specify how each piece of serialized equipment 
will bc tracked and identified, and reported to SWBT for 
provisioning and warranty tracking purposes 

Timelines

 MSI shall provide an overall program implementation 
timeline. 

Subcontracting

 MSI shall provide list of potential major sub-contractors 
that MSI may use to 
implement this project with their qualifications. 

 SWBT reserves the right to decline the use of any proposed 
csub-contractor.
Installation Services

ADSL Modem and Splitter

MSI shall perform the following services in the 
installation, configuration and testing of the ADSL 1dodem 
and passive splitter. Installation shall include; physical 
installation of ADSL modem, connecting to power, attaching 
modem to the ADSL network, configuration of ADSL Modem, 
installation of operating software, checkout of operation, 
and demonstration to customer of connection 

Installation crew will call the business customer the day 
before the installation is to commence to remind the 
customer that the installation is to take place the 
following day either in the morning or afternoon.

Configuration

Configuration parameters will be set at the manufacturer's 
recommended defaults, or as defined by SWBT. Specific 
customer requirements will be accommodated during the 
configuration and installation process. MSI will confirm 
the 
use of web service to ensure ADSL connectivity with the ISP 
or corporate location. Fu11 operational testing of all the 
parameters of the local software and it's inter-operation 
with the ADSL network may be at an additional fee. 

Protocol Addressing

Protocol addressing for the customers PC or Mac (NIC) to 
allow the ADSL Modems to communicate with the host or 
Internet shall be defined by SWBT and will be provided for 
in the configuration of the unit. Although the ADSL modem 
will support one Internet connection, the installer shall 
be 
able to support interconnecting to one of 20 different 
Internet Service providers script, to be provided by SWBT. 

Other specific addressing or configuration requested (i.e. 
other Group Address, SNMP, etc.) is the responsibility of 
customer to provide. 

Physical Placing  of Unit

The ADSL modem will be placed as instructed by customer and 
may be either wall or desktop mounted. Typical installation 
is expected to be desktop mounting. The appropriate 
hardware 
for each instance will be provided by SWBT. Cables from 
unit 
to 
the 'telco' jack, and AI)SL Modem to terminating equipment 
( 
for example PC or Mac) will be connected. Appropriate cable 
lengths should be ordered and supplied with the unit to be 
installed. Power outlets to be provided by customer and 
shall be within 5 feet of the ADSL modem. 
ADSL Modem Network Testing

Step 1, Configuration Process

1. Ensure PC and ADSL modem powers on 
2. Ensure configuration is taken by PC and ADSL modem
3. Ensure ports can be seen by software and are 
configurable

Step 2, Test Connection to ADSL WAN Network

 1. LAN and phone circuits are active and working properly
 2. Network protocol is active
 3. Addressing is not causing errors
 4. Protocol is up
 5. Review for network errors ( lost packets, short frames, 
CRC, etc.)


Step 3, Test Other Connections


1. LAN or Serial port is active
2. Protocol is up
3. Addressing is not causing error

Installation Complete

Installation is complete when: 
1. ADSL Modem and PC is configured per manufacturer 
specifications or other 
customer required configuration. 
2. ADSL Modem and PC is connected to SWBT network. 
3. ADSL Modem and PC has been tested with network service 
provided by SWBT (or other carrier as appropriate and 
available) and connection with CO end established. 
4. ADSL l\4odem and PC operates as per manufacturer 
specifications 

Installer(s) shall leave behind a customer satisfaction 
survey for customer to fill out and mail to SW13T. 




Installation Services
Ethernet or ATM 25 Mbps IBM PC Compatible
Network Interface Card (NIC) Installation


MSI will install and configure either a lOBaseT Ethernet 
Network Interface Card (N1C) or a 25 Meg ATM NIC card as a 
connecting product to the ADSL Network modem. The NIC may 
be 
either ISA or PCI form factors. The installation includes 
opening of the PC or Mac, inserting the NIC and adding the 
driver software provided with the NIC. Configuration of the 
NIC software is based on a specific PC class with specific 
software provided by SWBT to run on a IBM class PC 
operating 
Windows 95 or Mac running System 7. Other optional 
configurations may be defined as part of this RFP in 
further 
attachments. MSI will develop a specific installation 
script 
on the installation process to be approved by SWBT. 
Customer 
must have a minimum configuration as defined by SWBT to 
operate with the AD$L network. 

Configuration

Configuration parameters will be set at the manufacturer's 
recommended defaults for software selectable interrupts and 
jumper settings. Specific customer requirements shall be 
accommodated during the configuration and installation 
process when made available to the onsite MSI technician or 
Project Coordinator, as approved by SWBT, prior to 
installation. MSI shall load the software in a separate 
directory and called up by the software command specified 
by 
the software. 

Physical Placement of Unit

The NIC will be installed in thc desired PC where slots are 
available. An appropriate cable for connecting the NIC to 
the AOSL modem will be supplied with the unit to be 
installed. Additional cables or longer cables, if 
appropriate, but not to exceed 20 feet in length, shall be 
provided by the installer technician. 

Connecting Device Te5ting
Level I Testing:


During configuration process; 

 1. Ensure PC and NIC powers on properly,
 2. Ensure configuration is taken by device
 3. Ensure NIC can be seen by software and is configurable
 4. Ensure that the NIC can transfer data from the PC to 
the 
ADSL modem and 
network



Installation Complete

NIC Installation is complete when: 
 1. NIC is configured per manufacturer specifications or 
ADSL specific required configuration.
 2. NIC is connected to ADSL modem.
 3 NIC accepts software drivers and operates as per 
manufacturer specifications to the
 ADSL modem.
 4. PC is able to browse the desired web site successfully 
on the ADSL network.

Installer(s) shall leave behind a customer satisfaction 
Survey for customer to fill out 
mail to SWBT

Inside Wiring

Residential

MSI shall provide, at its expense, new residential wiring 
from the ADSL Modem connection to the SWBT network 
interface 
device (MD) at thc residence. 

The MSI shall perform the following: audit the (NAD), 
determine which pair is in use for the ADSL connection, 
install the ADSL splitter in the NID, or other adjacent 
SWBT approved enclosure, per SWBT provided instructions, 
ensure conditioning on the pairs, install new telco grade 
Cat 3 wire ( 24 gauge) up to 150 feet of telephone 
cable to the ADSL modem, provide termination in wall for 
ADSL network connection via modular termination jack, place 
ADSL modem in properly vented location, and connect the 
appropriate cables to the ADSL modem and PC or Mac. 

If wiring is performed separately than at time of 
installation of ADSL modem or NIC, Installers) shall leave 
behind a customer satisfaction survey for customer to fill 
out and mail to SWBT.
 
Business Wiring

Wiring for ADSL in a business environment will follow 
SWBT/MSI standard business practices. Before a Proposal is 
proposed, MSI shall perform a walk through for 
estimating costs to accurately estimate the costs of the 
installation. 

ADSL Installation Packs


Option 1
MSI will sent Installation Pack to customers who perform 
their own ADSL modem installation ADSL Modem. 
 ADSL Splitter (Outdoor environment ready, with outdoor 
boots for wiring connections provided if required.) (A 
separate splitter enclosure may also be included.) 
 ISP browser software, as required. 
  Windows '95, Windows for Workgroups 3. 11,Windows NT 3 
 .51, Windows NT 4.0 or Mac client software driver stack for 
the NIC being used.
 . ADSL RJI I or R114 modular termination jack. 
 ADSL network line interconnection cable to the modern, 6 
foot length.  10BaseT cable, 6 foot length. 
 'How to' instructions guide. 
 Modem Manual, or other manufacturer's instructions. 
 .  Misc. screws and plastic parts. 
 100 foot of telco interconnection cable. 
 Box marked with PB and SWBT logo. 

 Option 2

MSI will sent Installation Pack to customers who perform 
their own ADSL modem and NIC card installation ADSL Modem. 
 ADSL Splitter (Outdoor environment ready, with outdoor 
boots for wiring connections provided if required.) (A 
separate splitter enclosure may also be included.) 
 Ethernet NIC with software drivers. 
  ISP browser software, as required.
  Windows '95, Windows for Workgroups 3.11, Windows NT 3 
 .51, Windows NT 4.0 or Mac client software driver stack for 
the NIC being used.
  ADSL RJI 1 or R114 modular termination jack.
  ADSL network line interconnection cable to the modem, 6 
foot length.  1OBaseT cable, 6 foot length.
  'How to' instructions guide.
 Modem Manual, or other manufacturer's instructions. 
 Misc. screws and plastic parts. 
 100 foot of telco interconnection cable. 
    Box marked with PB and SWBT logo. 


Option 3 
MSI will send Installation Pack to installers to perform 
the 
ADSL modem installation 
for customers 

 ADSL Modem. 
 ADSL Splitter (Outdoor environment ready, with outdoor 
boots for wiring connections provided if required.) (A 
separate splitter enclosure may also be included.) 
 ISP browser software, as required. 
  Windows '95, Windows for Workgroups 3.11 ,Windows NT 
3.51, Windows NT 4.0 or Mac client software driver stack 
for the NIC being used.
 ADSL RJ11 or RJ14 modular termination jack. 
 ADSL network line interconnection cable to the modem, 6 
foot length.  10BascT cable, 6 foot length. 
 Modem Manual, or other manufacturer's instructions, for 
customer. 

Option 4
 MSI will sent Installation Pack to installers who perform 
the ADSL modem and NIC card installation for customers 
 ADSL Modem. 
 ADSL Splitter (Outdoor environment ready, with outdoor 
boots for wiring connections provided if required.) (A 
separate splitter enclosure may also beincluded.)
 Ethernet NIC with software drivers. 
 ISP browser software, as required. 
  Windows '9S, Windows for 51Vorkgroups 3.1 I ,Windows NT 3 
 .51, Windows NT 4.0 Or Mac client software driver stack for 
the NIC being used.
 ADSL RJ11 or RJ14 modular termination jack. 
 ADSL network line interconnection cable to the modem, 6 
foot length. 10BaseT cable, 6 foot length. 
 Modem Manual, or other manufacturer's instructions, for 
customer. 


FULLFILLMENT CENTER

MSI's Fulfillment Center

1. The Fulfillment Center will have all selected ADSL CPE 
and installation components readily available for sale to 
SWBT customers (i.e. Self-installers), within 
5 business days of receipt of an order from SWBT. 

2. MSI Fulfillment Center will provide weekly reports to 
$WST which track the delivery and servicing of CPE. 

3. MSI Fulfillment Center will deliver CPE directly to SWBT 
customers or designated installation partners within 
intervals determined by SWBT; currently SWBT's 
expectation is that S business days would be the maximum 
delivery time anywhere in SWBT territory, and delivery 
volumes may eventually be greater than 75 ADSL kits 
per day. 

4. MSI Fulfillment Center will support all warranties, 
exchange policies and discount structures offered by the 
manufacturer(s) defined by SWBT. 

5. MSI Fulfillment Center employees will provide 
manufacturer instructions and or any other provided 
collateral for CPE use to customers, as required. 

6. MSI Fulfillment Center will provide a toll free number 
for customer support. The number willbe included in the 
CPE: 
packaging.

7. MSI will be required to have and/or implement a program 
to perform pre-employment screening, bonding, and safety 
training prior to having its employees perform services on 
behalf of SWBT. 

Insta3lation and Maintenance

8, MSI will have the necessary tools) equipment, and 
transportation to install ADSL CPE components. 

9. MSI will have a logistics system in place to efficiently 
receive and distribute CPE to the installer responsible for 
the installation within the intervals determined by SWBT. 

10. MSI will have a process to adequately handle force to 
load issues and scheduling for timely installation of CPE 
that customers have selected. 

11. MS0's Installation and Maintenance function will 
support 
all warranties, and exchange policies offered by the 
manufacturer(s) selected by SWBT. 

12 MSI will provide weekly reports to SWBT which track the 
receiving time from thc Fulfillment center, the interval 
from receipt of equipment, to the time the customer order 
is 
completed; and tracking of orders not completed on the 
first 
visit. 

13. MSI will provide customers with instructions on how to 
use the ADSL service, and demonstrate to thc customer that 
the service is in working order before leaving the 
premises. 

14. MSI will hand the customer a customer satisfaction 
survey to allow the customer to provide feedback to SWBT 
concerning the quality of services provided 

15. MSI shall provide all CPE components with backup 
supplies to each installer. 

16. MSI shall provide respond to CPE trouble calls within 
the interval period 
determined by SWBT. (Currently expected to be 4 hours or 
less from receipt of trouble 
call, based on a rolling clock. A rolling clock is defined 
as any hourly increment being 
rounded to the next hour. i.e. a call received at 1:05 PM 
will be counted as received at 
2:00 PM.) 

17. MSI shall provide trained personnel to successfully 
install multiple ADSL configurations, and to be able to 
handle a multitude of installation variables. 

18. MSI will be required to have and/or implement a program 
to perform pre-employment screening, bonding, and safety 
training prior to having its employees 
perform services On behalf of SWBT.

19. MSI will work with SWBT to implement a process to 
accommodate language 
dependent customers. 

20. At SWBT's request, thc MSI Installation and Maintenance 
force will make all necessary arrangements to accommodate 
hearing impaired customers. This includes, 
but is not limited to, the ability to interact with a 
Telecommunications Device for the 
Deaf (TTY). 

21. MSI is required to handle all SWBT geographic regions, 
by zip-code (preferred) or by County, for the full range of 
installation and maintenance services. 




Field Trial Agreement No. 970097

FIELD TRIAL AGREEMENT






















 Southwestern Bell Telephone Company (SMIBT)
 a Missouri Corporation
 One Bell Center
 St. Louis, Missouri 63101


 and


 Micro Media Solutions, Inc. (MSI) (MSI)
 a Texas Corporation
 501 Waller Street
 Austin, Texas 78702


 1NDEX

 PREAMBLE 3

 TERM  3

ASSIGNMENT 3

 BREACH OF AGREEMENT 3

 CHOICE OF LAW  3

 COMPLAINTS  4

 COMPLIANCE WITH LAWS .4

 CONFLICT OF INTEREST  4

 CURE 4
 
 SWBT'S INFORMATION 4

SWBT'S OBLIGATION  5

 EMERGENCY SUPPORT 5

 ENTIRE AGREEMENT  6

 FORCE MAJEURE  6

 INFRINGEMENT   6


 INSIGNIA   7

 INSURANCE  7

 LIABILITY   8

 LICENSES 8

 NO FIDUCIARY 8

 NO PARTNERSHIP  9

NON-EXCLUSIVE MARKET RIGHTS  9

 NON WAIVER  9

 NOTICES   9

 PERFORMANCE  10

 PUBLICITY 10

 PURCHASE OPTION  10


 RELEASES VOID   10


 RIGHT OF ACCESS     10


 SEVERABILITY  11

 SERVICES  11

 SUBCONTRACTING  11

MSI'S INFORMATION  11

 SURVIVAL OF OBLIGATIONS   11

 TAXES  11

TERMINATION 12

 WARRANTY  12

 WORK HEREUNDER  12


APPENDIX A - NONDISCRIMINATION COMPLIANCE AGREEMENT
APPEyNDIX B - SERVICES

PREAMBLE

SWBT and MSI agree that MSI shall act as SWBT's agent and 
furnish to SWBT customers, ADSL Fulfillment services and 
Customer Premises Equipment Installation and Maintenance 
services, hereinafter referred to as "Services", in 
accordance with the terms and conditions and specifications 
of this field trial agreement ("Agreement") Services are 
outlined in Appendix B, attached hereto by this reference.. 
This Agreement is formed solely to provide a means for SWBT 
to evaluate the potential use of the Service in SWBT's 
operating area in the form of a field trial. This Agreement 
in no way implies or expresses any purchase of MSI's 
services or any future purchase of equipment or services 
similar to service furnished by MSI, unless provided for in 
a separate written agreement. In consideration of the 
mutual covenants and promises contained herein, the parties 
agree as follows: 

TERM

This Agreement shall be effective for the duration of the 
field trial evaluation which shall begin on October 1, 1997 
and shall continue in effect through September 30, 
1998 unless earlier terminated as provided for herein. 

TERM

Neither party shall assign or otherwise transfer its rights 
or obligations under this Agreement except with prior 
written consent of the other, said consent not to be 
unreasonably withheld; provided, however, SWBT shall have 
the right to assign this Agreement to any present or future 
affiliate, subsidiary or parent corporation of SWBT 
without securing the consent of MSI and may grant to any 
such assignee the same rights and privileges SWBT enjoys 
under this Agreement. Any attempted assignment 
not assented to in the manner as prescribed herein shall be 
void. 

BREACH OF AGREEMENT

In the event MSI shall be in breach or default of any of 
the terms, conditions or 
covenants of this Agreement, and said breach or default 
shall continue for a period of 
ten (10) days after the giving of written notice to MSI, 
thereof, then in addition to all other rights and remedies 
at law or in equity, SWBT shall have the right to cancel 
this Agreement at no penalty to SWBT and/or enforce the 
provisions set forth in the PERFORMANCE clause hereof. 

CHOICE OF LAW

This Agreement shall be governed by the laws of the state 
of Missouri. 


 COMPLAINTS


SWBT reserves the right to notify MSI in cases where SWBT 
has identified current or potential problem areas 
concerning MSI's SERVICE furnished hereunder. 

MSI agrees to accept and acknowledge such notices and to 
work with SWBT on a reasonable resolution of such problems. 
Notice of the disposition and solution of such 
problems shall be provided to SWST within ten (10) days of 
SWBT's notification to MSI. Periodic reporting of the 
status of such open problems or complaints will be 
furnished to SWST by MSI together with a proposed schedule 
of resolution. Such resolution shall not exceed thirty (30) 
days. 

COMPLIANCE WITH LAWS

MSI and all persons furnished by MSI shall comply with the 
provision of all applicable federal, state, county and 
local laws, ordinances, regulations and codes (including 
identification and procurement of required permits, 
certificates, approvals and inspections) in MSI's 
performance under this Agreement. MSI further agrees during 
the term of this Agreement to comply with all applicable 
Executive and Federal regulations as set forth in Appendix 
A, Nondiscrimination Compliance Agreement, 
attached hereto and made a part of this Agreement. MSI 
agrees to indemnify SWBT for any loss or damage sustained 
because of MSI's noncompliance. 

CONFLICT OF INTEREST MSI represents and warrants that no 
officer, employee, or agent of SWBT has been or will be 
employed, retained, paid a fee, or otherwise has 
received or will receive any personal compensation or 
consideration by or from MSI or any of MSI's officers, 
employees or agents in connection with the obtaining, 
arranging, or negotiation of this Agreement or other 
documents or Agreements entered into or 
executed in connection herewith. 

CURE

SWBT shall not be deemed to be in default under any of the 
terms of this Agreement and MSS shall not seek or be 
entitled to enforce any remedy for any claimed default, 
unless SWBT shall fail to cure or correct said claimed 
default within thirty (30) days following receipt of 
written notice by MSI to SWBT of said claimed default. 

SWBT'S INFORMATION

Any specifications, drawings, sketches, models, samples, 
tools, computer or other apparatus programs, technical or 
business information or data, field trial results and/or 
reports, written, oral or otherwise (all hereinafter 
designated "Information") furnished to MSI under this 
Agreement or in contemplation of this Agreement, shall 
remain SWBT's property. All copies of such Information in 
written, graphic or other tangible form shall be returned 
to SWBT at SWBT's request. Unless such Information was 
previously known to MSI free of any obligation to keep it 
confidential, or has been or is subsequently made public by 
SWBT or a third party, it shall be kept confidential by 
MSI, shall be used 
only in performing this Agreement, and may not be used for 
other purposes except such terms as may be agreed upon 
between MSI and SW13T in writing. 

MSI understands and agrees that any and all field trial 
results prepared by SWBT are and shall remain the property 
of SWBT and are hereby considered SWBT's Proprietary 
Information. Therefore, it shall be SWBT's option, in its 
sole discretion, to furnish MSI copies of such documents or 
to discuss such documents with MSI. MSI's use of 
field trial reports furnished by SWBT shall be governed by 
the provisions of the PUBLICII Y clause in addition to the 
provisions contained in this clause, SWBT's 
INFORMATION. 

SWBT'S  OBLIGATION

MSI agrees SWBT has no obligation or liability whatsoever 
for expenses incurred in the development of MSI's SERVICE 
or to provide MSI with results of SWBT's field 
trial evaluation

EMERGENCY SUPPORT

MSI shall provide SWBT with an updated current listing of 
MSI's technical support personnel together with after-hours 
telephone procedures to contact MSI to correct 
out-of-service conditions. 

In the event SERVICE provided pursuant to this Agreement 
should affect SWBT's ability to provide telecommunications 
services to SWBT's subscribers, MSI shall, 
without charge, provide field technical personnel to make 
temporary modifications and arrangements to mitigate the 
effects of out-of-service conditions. 

MSI agrees that expenses incurred by SWBT, if any, to 
mitigate or correct out-of-
service conditions caused by SERVICE shall be substantiated 
by SWBT and paid by 
MSI. 

ENTIRE AGREEMENT

This Agreement shall constitute the entire agreement 
between the parties and shall not be modified or amended 
except by a writing signed by both parties. Estimates 
furnished by SWBT shal1 not constitute commitments. The 
provisions of this Agreement shall supersede all prior oral 
and written quotations, communications, agreements and 
understandings of the parties in respect of the subject 
matter of this 
Agreement. 

FORCE MAJEURE

Neither party shall be held responsible for any delay or 
failure in performance of any part of this Agreement to the 
extent that such delay or failure is caused by fire, flood, 
explosion, war, strike, embargo, government requirement, 
civil or military authorities, Act of God or by the public 
enemy, or other causes beyond the control of MSI or 
SWBT. If any force majeure condition occurs, the party 
delayed or unable to perform shall give immediate notice to 
the other and the party affected by the other's inability 
to perform may elect to; 

(a) terminate this Agreement; 

(b) suspend this Agreement for the duration of the force 
majeure condition; or

(c) resume performance under this Agreement once the force 
majeure condition ceases with an option in the affected 
party to extend the period of this Agreement up to the 
length of time the force majeure condition endured. 

Unless written notice is given within thirty (30) days 
after such affected party is notified of the force majeure 
condition, (b) shall be deemed selected. 

INFRINGEMENT

MSI shall indemnify SWBT for any loss, damage, expense 
(including attorney's fees) or liability arising out of any 
infringement, or claim of infringement, of any patent, 
trademark, copyright, trade secret or other proprietary 
interest based on the manufacture, normal or intended use, 
installation, lease, sale or resale of SERVICE or 
part thereof (including but not limited to, any program, 
documentation, services and/or equipment) furnished to SWBT 
under this Agreement or in contemplation of this 
Agreement. 

If SWBT's normal or intended use, installation, lease, sale 
or resale of the SERVICE 
shall be prevented by injunction or court order because of 
any such infringement for which MSI is


responsible, MSI shall, in addition to the above indemnity, 
at no expense, loss or darnage to
SWBT: (I) replace such SERVICE with equally suitable 
Service free of infringement; or (2) modify such SERVICE 
See of infringement, or (3) by license or other release 
from claim of infringement procure for SWBT's benefit the 
right to use, install, lease, sell 
or resell such SERVICE, or (4) after MSI has demonstrated 
its good faith efforts to achieve the foregoing without 
success, MSI shall refund to SWBT the full SERVICE purchase 
price (less a reasonable amount of use of the SERVICE) if 
any.

INSIGNIA

SWBT's Insignia will not be affixed, used or otherwise 
displayed on the SERVICE furnished or in connection 
therewith without SWBT's written approval. 

INSURANCE

With respect to performance hereunder, MSI shall maintain, 
at all times during the term of this Agreement the 
following insurance coverage and any additional insurance 
and or bonds required by law: 

( I ) Workers Compensation Insurance in compliance with the 
laws of the state in which the work is to be performed, 

 (2) Employers Liability Insurance with minimum limits of 
S100,000 for Bodily Injury 
by
accident, $100,000 for Bodily Injury by disease per 
employee and $500,000 for Bodily
Injury by disease policy aggregate;

 (3) General Liability Insurance with  minimum limits of 
$1,000,000 per occurrence for Bodily Injury and Property 
Damage arising out of Premises/Operations, $1,000,000 
per occurrence Personal Injury and $1,000,000 General 
Policy Aggregate (applicable to Commercial General 
Liability Policies), $1,000,000 per occurrence/aggregate 
forProducts/Completed Operations. Coverage must include 
Blanket Contractual,Independent Contractors Liability and 
Broad Form Property Damage. If general liability is Claims-
Made coverage, retroactive date must be prior to or 
coincident withthe inception date of the contract and shall 
not be advanced during the term of the
contract. SWST is to be named as Additional Insured as 
respects general liability; and if use of motor vehicles is 
required;

 (4) Automobile Liability Insurance with minimum limits of 
$1,000,000 per 
occurrence for Bodily Injury and Property Damage. Coverage 
shall extend to all 
owned, hired, and

non-owned autos. Insurance Companies affording coverage 
shall be acceptable to SWBT and have a Best's Rating of 
B+VII or better. MSI shall be prepared, prior to the 
start of work, to furnish certificates or other adequate 
proof of the foregoing insurance,  if so requested by SWBT. 
SWBT is to be notified in writing at least thirty (30) days 
prior to cancellation or any Service change of foregoing 
insurance.

 LIABILITY

 MSI shall indemnify, defend and save harmless SWBT 
(including its officers, agents and employees) from and 
against any and all liability, loss, damages, costs, 
attorneys' fees, or other expense of any kind, which arises 
out of any claim or any suit for damages, injunction or 
other relief, caused by, resulting from, or in connection 
with, the SERVICE or acts or omissions of MSI (including 
any of MSI's, agents or subcontractors but excepting the 
negligent acts or omissions solely of SWST) in the 
furnishing of SERVICE or in the performance of services 
hereunder. This indemnity shall survive the delivery, 
inspection or acceptance of SERVICE or performance of 
services hereunder.


 MSI agrees to defend SWBT, at SWBT's request, against any 
such liability, claim, demand or SWBT. SWBT agrees to 
notify MSI within a reasonable time of any 
written claims or demands against SWBT for which MSI is 
responsible under this 
clause.


 MSI agrees not to implead or bring any action against SWBT 
or SWBT's employees based on any claim by any person for 
personal injury or death that occurs in the course 
or scope of employment of such person by SWBT and that 
arises out of SERVICE or 
services furnished under this Agreement.

 LICENSES

 No licenses, express or implied, under any patents are 
granted by SWBT to MSI under 
this Agreement,


 NO FIDUCIARY

 The parties hereto recognize and agree that this Agreement 
resulted from arms-length bargaining and therefore, that 
the parties owe no fiduciary duty to each other as a 
result of this Agreement. The parties have the right to 
pursue independently other evaluation agreements outside 
the scope
of this Agreement.

NO PARTNERSHIP

It is not the intent of the patties hereto to form a 
partnership, whether express or implied, or general or 
limited, as a result of their entering into this Agreement. 
Relations between the parties are intended to be governed 
by this Agreement and Interpreted pursuant to the law of 
contracts, rather than pursuant to the Missouri 
partnership law. 

NON-EXCLUSIVE MARKETING RIGHTS

It is expressly understood and agreed that this Agreement 
does not grant MSI an exclusive privilege to provide to  
SWBT any or all SERVICE of the type described in 
this Agreement nor require the purchase of any products 
from MSI by SWBT. It is, therefore, understood that SWBT 
may contract with other manufacturers and MSIs for 
the procurement or trial of comparable Services. 

NON-WAIVER

No course of dealing or failure of either party to strictly 
enforce any term, right or condition of this Agreement 
shall be construed as a waiver of such term, right or 
condition. 

NOTICES

Any notice or demand which under the terms of this 
Agreement, or under any statute must or may be given or 
made by MSI or SWBT shall  be in writing and shall be given 
or made by confirmed facsimile or similar communication or 
by certified or registered mail addressed to the
respective parties as shown:


                  To SWBT                To MSI
 Name 	      Steve Forrnhals        Jose Chavez
 Address		One Bell Center,       501 Waller
 City,State,ZIP 	St.Louis,MO 63101      Austin,TX 78702
 Telephone 	(314)235-1917 	         (512)476-692S


Such notice or demand shall be deemed to have been given or 
made when sent by 
confirmed facsimile or other communication or when 
deposited, postage prepaid in the 
U.S. mail. 

The above addresses may be changed at any time by giving 
thirty (30) days prior 
written notice as above provided. 
PERFORMANCE

Consistent with the provisions of the FORCE MAJEURE clause 
of this Agreement, MSI, having confirmed and agreed to a 
schedule or specific date(s) in the performance 
of this Agreement} as outlined in the TERM clause hereof 
shall be expected to meet the schedules or date(s) 
contained herein. Expenses incurred by SWBT due to MSI's 
nonperformance of Service by committed dates, through no 
fault of SWST, shall be substantiated by SWBT and paid by 
MSI within thirty (30) days of written notice from 
SWBT. 

PUBLICITY

MSI shall not advertise, or otherwise make known to others, 
any confidential information regarding this Agreement. MSI  
further agrees not to use in any advertising or sales 
promotion, press releases or other publicity matters any 
endorsements, direct or indirect quotes, or pictures 
implying endorsement by SBT or any of SWBT's employees 
without SWBT's prior written approval. MSI shall submit 
to SWBT for written approval, prior to publication, all 
publicity matters that mention or display SWBT's name 
and/or marks or contain language from which a connection 
to said name and/or marks may be inferred or implied. 

PURCHASE OPTION

SWBT may, at SWBT's option, elect to purchase the SERVICE 
from MSI at the end of this Agreement under a separate 
written agreement at a price to be mutually agreed 
upon by SWBT and MSI. 

RELEASES VOID

Neither MSI nor SWBT shall require waivers or releases of 
any rights from representatives of the other in connection 
with visits to MSI and SWBT's respective premises, and no 
such releases or waivers shall be pleaded by MSI or SWBT or 
third persons in any action or proceeding

RIGHT OF ACCESS

MSI shall normally not be permitted access to SWBT's 
facilities in connection with work under this Agreement 
and, however, if access is granted while on SWBT's 
premises, shall comply with all plant rules and 
regulations, and where required by government regulations, 
submit satisfactory clearance from the U.S. Department of 
Defense and other federal authorities concerned. No charge 
will be made for such 
visits.
SEVERABILITY

If any of the provisions of this Agreement shall be invalid 
or unenforceable, such invalidity or unenforceable shall 
not invalidate or render unenforceable the entire 
Agreement, but rather the entire Agreement shall be 
construed as if not containing the particular invalid or 
unenforceable provision or provisions, and the rights and 
obligations of MSI and SWBT shall be construed and enforced 
accordingly. However, in the event such provision is 
considered essential element of this Agreements MSI and 
SWBT shall promptly negotiate a replacement therefor. 

SERVICES

Appendix B outlines MSI's responsibilities, is incorporated 
herein, and made a part of this Agreement by this reference 
and applies to the SERVICE under this Agreement. 

SUBCONTRACI ING

MSI shall not, without the prior written consent of SWBT, 
subcontract any portion of the work covered by this 
Agreement. Subcontracting by MSI shall not relieve M51 of 
any responsibilities hereunder and MSI shall remain 
responsible for compliance by any subcontractor with all 
provisions of this Agreement. 

MSI'S INFORMATION

No specifications. drawings, sketches, models, samples, 
tools, computer or other 
apparatus programs, technical information or data, written, 
oral or otherwise, furnished 
by MSI to SWBT under this Agreement or in contemplation of 
this Agreement shall be considered by MSI to be 
confidential or proprietary. 

SURVIVAL OF OBLIGATIONS

MSI's obligations under this Agreement which by their 
nature would continue beyond the termination, cancellation 
or expiration of this Agreement, including, by way of 
illustration only and not limitation, those in the 
PERFORMANCE, COMPLIANCE WINI LAWS, NFRINGEMENT, LIABILITY, 
RELEASES VOID, SEVERABILITY, SWBT's  INFORMAMON, and 
WARRANTY clauses shall survive termination, 
cancellation or expiration of this Agreement. 

TAXES

Federal manufacturer's or retailer's excise and state and 
local sales or use taxes, When 
applicable, shall be paid by MSI. 
TERMINATION

SWBT may terminate this Agreement without penalty in whole 
or in part by giving MSI at least thirty (30) days prior 
written notice. Upon termination, MSI shall return to SWBT 
any equipment or documents that had been provided to MST. 

WARR4KNTY


Seller agrees to perform the SERVICES in a first-class, 
workmanlike manner, with care, skill and diligence, and in 
accordance with applicable standards currently recognized 
by Seller's profession. Seller further agrees to be 
responsible for the professional quality, technical 
accuracy, completeness and coordination of all reports, 
designs, drawings, plans, information, specifications  and 
other items and SERVICES furnished under this Contract. If 
Seller fails to meet applicable professional standards, 
Seller will, without additional compensation, correct or 
revise any errors or deficiencies in its reports, drawings, 
specifications, designs or other items or SERVICES 
furnished hereunder. 

Any replacement, repair, modification, installation, or 
other service performed by MSI shall be warranted as herein 
provided based upon the date performance of the service is 
completed and accepted by SWBT. 


WORK HEREUNDER

It is understood that visits by MSI or MSI's 
representatives for inspection, adjustment, 
or other similar purposes in connection with SERVICE, shall 
for all purposes be deemed "work hereunder" and shall be at 
no charge to SWBT unless otherwise agreed 
in writing with SWBT. 

In WITNESS WHEREOF, the foregoing Agreement has been 
executed by the parties hereto, in duplicate this 1st day 
of October, 1997. 

 MSI Accepted: SWBT Accepted:
 Micro-Media Solutions, Inc, 	Southwestern Bell Telephone 
Company


 By_________________      By_______________________
Name: Jose Chvez	Name:  Dara  Druhe 
Title: President	Title: Contract Manager
Date:9/24/97 	Date: 9/24/97





NONDISDCRIMINATION COMPLIANCE AGREEMENT (SW-9368

Contractor recognizes its responsibility to comply with all 
federal and state laws governing performance of this 
contract including, but not limited to: Executive Order 
11246,Executive Order 11625,ExecutiveOrder 12138, Section 
503 of thc Rehabilitation Act of 1973 Is amended and the 
Vietnam Era Veteran's Readjustment Assistance Act of 1974. 

1.  EQUAL EMPLOYMENT OPPORTUNITY DUTIES OF GOVERNMENT 
CONTRACTORS (APPLICABLE TO CONTRACTS AND SUBCONTRACTS 
EXCEEDING $10,000)

During the performance of this contract, thc contractor 
agrees as follows; 

(I) The Contractor will not discriminate against any 
employee or applicant for employment because of race color, 
religion, sex, or national origin. The Contractor will take 
affirmative action to ensure that applicants are employed, 
and that employees are treated during employment without 
regard to their race, color, religion, sex, or national 
origin.   Such action shall include, but not be limited to 
the following Employment, upgrading, promotion, or 
transfer, recruitment or recruitment advertising; layoff or 
termination; rates of pay or other forms of compensation; 
and selection for training, including apprenticeship. The 
Contractor agrees to post in conspicuous places, available 
to employees and applicants for employment, notices to be 
provided by the Contracting officer setting forth these 
provisions of this 
nondiscrimination clause. 

(2) Thc Contractor will, in all solicitations or 
advertisements for employees placed by 
or on behalf of thc Contractor, state that a11 qualified 
applicants will receive consideration for employment 
without regard to race, color, religion, sex or national 
origin. 

(3) The Contractor will send to each labor union or 
representative of workers with which he has a collective 
bargaining agreement or other contract or understanding, a 
notice to be provided by thc agency contracting officer, 
advising the labor union or 
workers' representative of the Contractor's commitments 
under section 202 of Executive Order 11246 Of September 24, 
1965, and shall post copies of the notice in conspicuous 
places available to employees and applicants for 
employment. 

 (4) Thc Contractor will comply with all provisions of 
Executive Order 11246 of September 24, 1965, and of the 
rules, regulations, and relevant orders of thc Secretary 
of Labor.

 (5) The Contractor will furnish all information and 
reports required by Executive Order 11246 of September24, 
1965, and by the rules, and regulations, and orders of the 
Secretary of Labor, or pursuant thereto, and will permit 
access to his books, records, and accounts by the 
contracting agency and the Secretary of Labor for purposes 
of investigation to ascertain compliance with such rules, 
regulations, and 
orders

(6) In the event of the Contractor's noncompliance with the 
nondiscrimination clauses of this contract or with any of 
such rules, regulations, or orders This contract may be 
cancelled, terminated or suspended in whole or in part and 
the Contractor may be declared ineligible for further 
Government contracts in accordance with procedures 
authorized in Executive Order 1 1246 of September 24, 1965, 
and such other sanctions may be imposed and remedies 
invoked as provided in Executive Order 11246 Of September 
24, 1965, or by rule, regulation, or order of thc Secretary 
of Labor, or other 
vise provided by law 

(7) The Contractor will include the provisions of 
paragraphs (I) through (7) in every subcontract or purchase 
order unless exempted by rules, regulations, or order of 
the Secretary of Labor issued pursuant to action 204 of 
Executive Order 11246 of September 24, 1965, so that such 
provisions will be binding upon each subcontractor or 
vendor.   Thc Contractor will take such action with respect 
to any subcontract or purchase order as may be directed by 
the Secretary of labor as a means of enforcing such 
provisions including sanctions for noncompliance: Provided, 
however, that in the event the Contractor becomes involved 
in, or Is threatened with, litigation with a subcontractor 
or vendor as a result of such direction, the contractor may 
request the 
United States to enter into such litigation to protect the 
interests of the United States 

II. CERTIFICATION OF NON SEGREGATED FACILITIES (APPLICABLE 
TO 
CONTRACTS AND SUBCONTRACTS EXCEEDING $10, 000)


I he Contractor certifies that it does not and will not 
maintain any facilities it provides for it's employees in a 
segregated manner, or permit its employees to perform their 
services at any location under its control where segregated 
facilities are maintained; and that it will obtain a 
similar certification, prior to the award of any nonexempt 
subcontract 

 III.   EMPLOYER INFORMATION REPORT (APPLICABLE IF VALUE OF 
CONTRACT IS $50,000 OR MORE AND CONTRACTOR HAS 50 OR MORE 
EMPLOYEES)

Contractor agrees and certifies that it will file complete 
and accurate report (EEO-I) 
per the current instructions and file such other compliance 
reports as may be required 
under Executive Order 11246, as amended, end rules and 
regulations adopted 
thereunder 

IV, WRITTEN AFFIRMATIVE ACTION PROGRAM (APPLICABLE IF VALUE 
OF 
CONTRACT IS $50,000 OR MORE AND CONTRACTOR HAS 50 OR MORE 
EMPLOYEES) 

Contractor will develop an affirmative action compliance 
program for each of its 
establishments as required by 41 C.F.R  Part 60-1 .40 and 
60 2.

V.   CERTIFICATIONS OF COMPLANCE WITH VETERAN 
RESPONSIBILITES 
(APPLICABLE TO CONTRACTS AND SURCONTRACTS OF $10,000 OR 
MORE)

In accordance with the Vietnam Veterans Readjustment 
Assistance Act Or 1974 and 
41 C P R Part 60250, as amended, the parties incorporate by 
reference the Affirmative 
Action For Disabled Veterans and Veterans of the Vietnam 
Era" clause and such other 
regulations and contract clauses required to be made part 
of government contracts and 
subcontracts 

VI. EMPLOYMENT OF THE HANDICAPPED (APPLICABLE TO CONTRACTS 
AND SUBCONTRACTS OF $2,500 OR MORE)

In accordance with the Rehabilitation Act of 1973, as 
amended, Executive Order 11 
75S an4 41 C FR, Part 60-741, the parties incorporate  by 
reference the Affirmative 
Action For Handicapped Workers clause and all other 
regulations and contract clauses 
required to be made part of government contracts and 
subcontracts. 

VII. UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL 
DISADVANTAGED BUSINESS CONCERNS (APPLICABLE WHEN 
GOVERNMENT CONTRACT IS EXPECTED TO BE OVER S500,000}

(a) It is the policy of the United States that small 
business concerns and small business 
concerns owned and controlled by socially and economically 
disadvantaged 
individuals shall have the maximum practicable opportunity 
to participate in 
performing  contracts let by any Federal agency .

(b) The Contractor hereby agrees to carry out this policy 
in the awarding of 
subcontracts to the fullest extent consistent with 
efficient contract performance.   The 
Contractor further agrees to cooperate in any studies or 
surveys as may be conducted 
by the United States Small Business Administration or the 
awarding agency of the 
United States as may be necessary to determine the extent 
of the Contractor's 
compliance with this clause. 

(c) As used in this contract the term  small business 
concern shall mean a small 
business is defined pursuant to section 3 of the Small 
Business Act and relevant 
regulations prormulgated pursuant thereto.   The term small 
business concern owned 
and controlled by socially and economically disadvantaged 
individuals shall mean  
small business concern. 

(I) Which is at least 51 percent owned by one or more 
socially and economically 
disadvantaged individuals; or in the case of any publicly 
owned business at least 51 
percent of the stock of which is owned by one or more 
socially and economically 
disadvantaged individuals; and 

(2) Whose management and daily business operations are 
controlled by one or more of 
such individuals.

  The Contractor shall presume that socially and 
economically disadvantaged 
individuals include Black Americans, Hispanic Americans, 
Native Americans, Asian-
Pacific Americans, Asian-Indian Americans and other 
minorities or any other 
individual found to he disadvantaged by the Administration 
pursuant to section 8(a) of  
The Small Business Act. 

(d) Contractor acting in good faith may rely on written 
representations by their 
subcontractors regarding their status as either  small 
business concern or a small 
business concern owned and controlled by socially and 
economically disadvantaged 
individuals. 

VIII.  SMALL BUSINESS AND SMALL DISADVANTAGEDTAGED BUSINESS 
SUBCONTRACTING PLAN (IF SUBCONTRACT OF GOVERNMENT 
CONTRACT EXCEEDS $500,000)	 

Contractor will adopt a subcontracting plan similar to the 
plan agreed to by 
Southwestern Bell Telephone Company 

IX.   UTILIZATION OF WOMEN OWNED SMALL BUSINESSES


Women owned small  businesses as used in this clause means 
businesses that are at 
least 5 l percent owned by women who are United States 
citizens and who also control 
and operate the business.

Control as used in this clause means exercising the power 
to make policy decisions.

Operate as used in this clause means being actively 
involved in the day-to- day 
management of the business.

(b) It is thc policy of the United States that women owned 
small businesses shall have 
the maximum practicable opportunity to participate in 
perforing contracts awarded  by 
any Federal agency. 

(c) The Contractor agrees to use its best efforts to give 
women-owned small businesses 
the maximum practicable opportunity to participate; in the 
subcontracts it awards to 
the fullest extent consistent with the efficient  
performance of its contract 


Field Trial Agreement No. 970097


SERVICES


 Program
 Objectives:  MSI will provide SWBT with high volume ADSL
 Fu1fillment services and Customer Premises Equipment
 Installation and Maintenance services.


* SWBT's objective is to achieve high customer satisfaction 
for deployment of the 
ADSL CPE. 

Teaming: 

 ADSL is a new network technology. Successful 
implementation of ADSL technology 
will require strong team work among SWBT and the MSI. As 
such, MSI shall provide 
a single contact for project management and coordination 
activities in all areas of 
presence d2roughout SWBT's territories in Arkansas, Kansas, 
Missouri, Oklahoma and 
Texas. 

 At a future date, SWBT may wish to provide additional 
products to be implemented 
as part of this proposal. MSI shall promptly indicate its 
ability to support future 
requests. 

Market
 Opportunity  The SWBT estimate of the potential market 
for ADSL
 CPE installation and maintenance services is between
 10,000 and 30,000 sites over the next 18 to 24 months for
 business and residential markets. Installation rates of
 between 45 and 75 installations per day, throughout
 SWBT's territory, are anticipated.


 Geographic
 Territory  Initially, four wire centers in the Austin 
area, starting in
 the fourth quarter of 1997. Long term, beginning second
 quarter 199B, in major metropolitan areas throughout
 SWBT's five state territory.
  Thirty days from execution of this Agreement, MSI shall
 provide information which indicate its geographic
 coverage by zip-code.


 Program Schedule

  MSI shall have processes in place by October 1, 1997 
for.



pre-deployment trials. MSI to provide plan on how MSI will 
achieve this objective. 

 MSI shall be prepared to provide fulfillment, 
Installation and Maintenance services 
of ADSL CPE to the market, in support of SWBT's ADSL roll-
out, beginning in 
October, 1997. 

CPE

 MSI to receive CPE as consigned SWBT inventory stock, 
stage, provide equipment 
in pre-packaged installation kits to send to installers and 
end customers. 

 Installation kits are defined in Attachment 4 of this 
Appendix. 

 ADSL CPE has already been pre-selected by SWBT. 

 Pricing
 Information 	 Pricing is outlined in Attachment 6 of 
this Appendix. MSI
 commits to fixed 2 year fixed pricing, independent of
 location beginning in October, 1997 for the following:

  Fixed fee, per site, for each of the Installation 
options as
 identified:
  ADSL modem and splitter (outdoor environment ready)
  Inside wire
  Computer installation of browser software
  Installation & configuration of NIC, including
 sottware installation


 Fixed fee, per site, for each of the Maintenance options 
identified: 
 Next day parts 
 Next day onsite service 
 Same Day onsite service 

 Fixed fee per each requested delivery of pre-packaged 
installation kits to end 
customers upon order request from SWBT. 

 Fixed fee, per unit, for delivery of each of the 
installation kits as identified, with CPE 
ADSL modem with splitter, software, and NIC cards provided 
by SWBT. 

Installation

 Installation Scope of Work for installing the ADSL Modern 
and splitter, Network 
Interface Card, and wiring  requirements are defined in 
Attachments 1, 2, and 3 
respectively.

 MSI will provide detail information on what their  
proposed wiring methodology is for installing the wiring
 from the SWBT NID (Network Interface Device) to the ADSL 
modem in the residence, when using existing IW
 (inside wiring). In cases where existing IW is not 
available or Cat 5, a Cat 5 home 
run, Som NID to ADSL modem location, will be provided as 
defined in Attachment 3 of this Appendix.


 Installation
Requirements	 
 SWBT will schedule the end customer Installation
 appointment dates. SWBT will then communicate
 Installation and maintenance schedule to MSI.

  MSI normal installation hours shall be Monday through
 Friday, 7:30arn to 9:30pm, CST/CDT. MSI to provide
 fees for work performed outside normal installation hours.
  MSI agrees to provide capabilities for supporting
 installations and maintenance on Saturday.
 MSI agrees to confirm ability to meet installation 
 schedules per SWBT's commitment to customer.
  MSI agrees to provide plan for making up missed
 appointments independent of scheduling rates for new
 work.
  MS1 agrees to be required to install the oldest 
inventoried
 equipment first to ensure warranty coverage is maintained.
  MSI agrees to be required to maintain records on date of
 receipt of equipment by serial number.

 Installation
 Completion:	 
 MSI agrees to complete the individual customer
 installation project upon successful establishment of 
either a bi-directional 384/256Kbps or 1.5M/3841tbps ADSL
 ATM PVC connection to the Internet or corporate host
  Installation and checkout test plan is included as
 Attachments 1, 2 and 3.


w

MSI shall ship the installation kits from fulfillment 
center to customers who only want the CPE installation 
kits, as  identified in Attachment 4 of this Appendix, 
within five(5) working days of notification.

Wiring

 MSI shall wire the ADSL modem to the ADSL modular 
termination jack and shall 
utilize the cord supplied with the ADSL modem. (This cord 
will be two pair, Cat 3 
wire with RJ14 terminations on both ends, not to exceed 20 
feet in length.) IW from 
the modular termination jack to the SWBT NID will be 
standard 24 or 26 gauge, Cat 3 wiring. Cabling to and from 
the PC to the ADSL Modem will be over l0BascT CAT 3 
cable. MSI shall provide new wiring from the SWBT network 
termination point, at the 
customers location, to the ADSL Modem as described in 
Attachment 3. 

Maintenance 

 MSI will provide a toll-free call center for maintenance 
 and repair handling including warranty handling.
 " WISI shall offer next day parts, same day onsite, next 
day
 onsite, and 2 day onsite maintenance. Hours of operation
 shall be 7:30am to 9:30pm CST/CDT, five (5) days a week
 (Monday - Friday),
 
Installation and
Maintenance	  MSI shall supply own transportation, 
including vehicles, Field Service licensed and insured 
drivers, and adequate liability Requirements insurance.

 MSI shall immediately provide each of its own installers 
with PC / Mac Laptop with integral Ethernet and/or AFTM NIC 
card with SWBT ADSL Project software for testing and 
verifying proper operation including ADSL network testing. 

 MSI shall provide testing software as required by SWBT to 
ensure proper operation of NIC card in PC. 

 MSI shall provide installers with appropriate tools, 
 cabling, wiring, identification required to complete
 installations and maintenance dispatches on a 97% first
 time basis to the scheduled installation date, measured by
 dividing the number of first visit installations 
successfully.completed on time by the number of scheduled 
installations. 

 MS1 shall submit, a plan demonstrating how MSI intends to 
achieve this goal and 
what measurement tools are proposed to monitor status. 

 MSI shall supply all ancillary parts as required to 
support installation. 

 MS1 shall provide all training to installers and 
maintenance personnel. 

 MSI shall provide a typical test platform at SWBT for 
each PC (such as ISA,PC1) or Mac that NIC card is installed 
with appropriate operating system software. (such as 
Windows 3. 1, 3. I 1, or later version, Windows 95, Windows 
NT.) 

 MSI shall be responsible for its own inventory and field 

 logistics system; such systems must be described to
 SWBT, and must be adequate to support supplier's field
 operation in a manner which meets service level
 requirements.
  MSI shall have and maintain capability to communicate
 by phone, fax, and e-mail.

 Installation and
Maintenance	 
 MSI shall have the proven resources and financial
 Capabilities strength, or demonstrate a plan to support 
SWBT in the
 deployment of the installations territory-wide in volumes.


 MS1 shall indicate the volume of installations and 
maintenance levels that MSI can commit to by zip code on a 
per-week basis. 

 MSI shall provide the scope of their coverage by 
timeline, both current and planned. 

 MS1 shall provide toll free end customer telephone 
assistance to diagnose potential service issues and 
provide, at its expense, delivery, to the customer, a unit 
to replace 
the unit that is suspect. 

 MSI shall indicate what its capability to support 
installations for multi-language (including. but not 
limited to Spanish, Chinese, Tagalog, Japanese, Vietnamese, 
Portuguese, etc.) and hearing impaired customers. 

Large Program


 Experience 
 MSI shall identify past experience in fulfilling programs 
of this scope and magnitude.
  MSI shall provide customer references for programs of
 similar scope and size.

 Project
 Management	  MSI shall provide a Project Manager, 
assigned to manage installations for ADSL, for SWBT. he 
Project Manager will manage the installation processes and 
work with the end customers, as well as the SWBT ADSL 
Customer Service Team, to ensure successful 
implementations. The Project Manager shall be responsible 
for collecting, maintaining, and assembling all ADSL 
specific documentation which will include at a minimum:
 
" Deployment Plan with timeline, equipment standard
 templates, deployment locations, protocols and addressing
 as defined by SWBT, an inventory of equipment,
 including serial numbers and network installed,
 procedures for service calls, and equipment
 configurations.

 MSI will supply resumes for proposed Project Manager. 
SWBT reserves the right to interview and accept or decline 
any proposed Project Manager. 

Licenses

MSI shall be licensed for residential and business
installations in SWBT's  territory. MSI shall have all
required federal, state, county and city licenses to
complete the ADSL installations successfully.

 MSI shall meet all building codes as required by city and 
 counties.

  MSI shall comply with all applicable laws, rules and
 regulations.

 Customer
 Satisfaction 	
 End Customer satisfaction is of key concern to SWBT.
 SWBT welcomes innovations where methods to increase
 customer satisfaction are addressed.

  MSI shall provide how MSI intends to provide a safe
 installation to the end customer without risk of personal
 safety or risk of loss of the end customers personal
 property (i.e., hiring and screening programs for new

employees, safety training, etc.).

Tracking and
 Reporting	 
 MSI shall provide a tracking and reporting format to 
track installation activity by day, week, and month, 
showing force to load, and actual schedule performance.
 Performance management reporting for volume of
 installations and maintenance activities is a mandatory
 requirement.

 MSI shall provide monthly performance reports that 
identify among other items, 
number and trend of calls, missed installations, second 
installations, equipment failure 
meets and customer satisfaction levels. 

 MSI shall provide sample reports, and the methods used to 
gather the data upon 
which these reports are based. 

MSI shall specify how each piece of serialized equipment 
will bc tracked and 
identified, and reported to SWBT for provisioning and 
warranty tracking purposes 

Timelines

 MSI shall provide an overall program implementation 
timeline. 

Subcontracting

 MSI shall provide list of potential major sub-contractors 
that MSI may use to implement this project with their 
qualifications. 

 SWBT reserves the right to decline the use of any 
proposed csub-contractor.
Installation Services

ADSL Modem and Splitter

MSI shall perform the following services in the 
installation, configuration and testing 
of the ADSL 1dodem and passive splitter. Installation shall 
include; physical installation of ADSL modem, connecting to 
power, attaching modem to the ADSL network, configuration 
of ADSL Modem, installation of operating software, checkout 
of operation, and demonstration to customer of connection 

Installation crew will call the business customer the day 
before the installation is to commence to remind the 
customer that the installation is to take place the 
following day either in the morning or afternoon.

Configuration

Configuration parameters will be set at the manufacturer's 
recommended defaults, or as defined by SWBT. Specific 
customer requirements will be accommodated during the 
configuration and installation process. MSI will confirm 
the use of web service to ensure ADSL connectivity with the 
ISP or corporate location. Fu11 operational testing of all 
the parameters of the local software and it's inter-
operation with the ADSL network may be at an additional 
fee. 

Protocol Addressing

Protocol addressing for the customers PC or Mac (NIC) to 
allow the ADSL Modems to 
communicate with the host or Internet shall be defined by 
SWBT and will be provided 
for in the configuration of the unit. Although the ADSL 
modem will support one Internet connection, the installer 
shall be able to support interconnecting to one of 20 
different Internet Service providers script, to be provided 
by SWBT. 

Other specific addressing or configuration requested (i.e. 
other Group Address, SNMP, etc.) is the responsibility of 
customer to provide. 

Physical Placing  of Unit

The ADSL modem will be placed as instructed by customer and 
may be either wall or desktop mounted. Typical installation 
is expected to be desktop mounting. The appropriate 
hardware for each instance will be provided by SWBT. Cables 
from unit to the 'telco' jack, and AI)SL Modem to 
terminating equipment ( for example PC or Mac) will be 
connected. Appropriate cable lengths should be ordered and 
supplied with the unit to be installed. Power outlets to be 
provided by customer and shall be within 5 
feet of the ADSL modem. 
ADSL Modem Network Testing

Step 1, Configuration Process

1. Ensure PC and ADSL modem powers on 
2. Ensure configuration is taken by PC and ADSL modem
3. Ensure ports can be seen by software and are 
configurable

Step 2, Test Connection to ADSL WAN Network

 1. LAN and phone circuits are active and working properly
 2. Network protocol is active
 3. Addressing is not causing errors
 4. Protocol is up
 5. Review for network errors ( lost packets, short frames, 
CRC, etc.)


Step 3, Test Other Connections


1. LAN or Serial port is active
2. Protocol is up
3. Addressing is not causing error

Installation Complete

Installation is complete when: 
1. ADSL Modem and PC is configured per manufacturer 
specifications or other 
customer required configuration. 
2. ADSL Modem and PC is connected to SWBT network. 
3. ADSL Modem and PC has been tested with network service 
provided by SWBT (or other carrier as appropriate and 
available) and connection with CO end established. 
4. ADSL l\4odem and PC operates as per manufacturer 
specifications 

Installer(s) shall leave behind a customer satisfaction 
survey for customer to fill out and mail to SW13T. 




Installation Services
Ethernet or ATM 25 Mbps IBM PC Compatible
Network Interface Card (NIC) Installation


MSI will install and configure either a lOBaseT Ethernet 
Network Interface Card (N1C) or a 25 Meg ATM NIC card as a 
connecting product to ADSL Network modem. The NIC may be 
either ISA or PCI form factors. The installation includes 
opening of the PC or Mac, inserting the NIC and adding the 
driver software provided with the NIC. Configuration of the 
NIC software is based on a specific PC class with specific 
software provided by SWBT to run on a IBM class PC 
operating Windows 95 or Mac running System 7. Other 
optional configurations may be defined as part of this RFP 
in further attachments. MSI will develop a specific 
installation script on the installation process to be 
approved by SWBT. Customer must have a minimum 
configuration as defined by SWBT to operate with the AD$L 
network. 

Configuration

Configuration parameters will be set at the manufacturer's 
recommended defaults for software selectable interrupts and 
jumper settings. Specific customer requirements shall be 
accommodated during the configuration and installation 
process when made available to the onsite MSI technician or 
Project Coordinator, as approved by SWBT, prior to 
installation. MSI shall load the software in a separate 
directory and called up 
by the software command specified by the software. 

Physical Placement of Unit

The NIC will be installed in thc desired PC where slots are 
available. An appropriate cable for connecting the NIC to 
the AOSL modem will be supplied with the unit to be 
installed. Additional cables or longer cables, if 
appropriate, but not to exceed 20 feet 
in length, shall be provided by the installer technician. 

Connecting Device Te5ting
Level I Testing:


During configuration process; 

 1. Ensure PC and NIC powers on properly,
 2. Ensure configuration is taken by device
 3. Ensure NIC can be seen by software and is configurable
 4. Ensure that the NIC can transfer data from the PC to 
the ADSL modem and 
network



Installation Complete

NIC Installation is complete when: 
 1. NIC is configured per manufacturer specifications or 
ADSL specific required configuration.
 2. NIC is connected to ADSL modem.
 3 NIC accepts software drivers and operates as per 
manufacturer specifications to the ADSL modem.
 4. PC is able to browse the desired web site successfully 
on the ADSL network.

Installer(s) shall leave behind a customer satisfaction 
Survey for customer to fill out 
mail to SWBT

Inside Wiring

Residential

MSI shall provide, at its expense, new residential wiring 
from the ADSL Modem connection to the SWBT network 
interface device (MD) at thc residence. 

The MSI shall perform the following: audit the (NAD), 
determine which pair is in use for the ADSL connection, 
install the ADSL splitter in the NID, or other adjacent 
SWBT approved enclosure, per SWBT provided instructions, 
ensure conditioning on the pairs, install new telco grade 
Cat 3 wire ( 24 gauge) up to 150 feet of telephone cable to 
the ADSL modem, provide termination in wall for ADSL 
network connection 
via modular termination jack, place ADSL modem in properly 
vented location, and connect the appropriate cables to the 
ADSL modem and PC or Mac. 

If wiring is performed separately than at time of 
installation of ADSL modem or NIC, 
Installers) shall leave behind a customer satisfaction 
survey for customer to fill out and 
mail to SWBT. 

Business Wiring

Wiring for ADSL in a business environment will follow 
SWBT/MSI standard business practices. Before a Proposal is 
proposed, MSI shall perform a walk through for 
estimating costs to accurately estimate the costs of the 
installation. 

ADSL Installation Packs


Option 1
MSI will sent Installation Pack to customers who perform 
their own ADSL modem 
installation

 ADSL Modem. 
 ADSL Splitter (Outdoor environment ready, with outdoor 
boots for wiring 
connections provided if required.) (A separate splitter 
enclosure may also be included.) 
 ISP browser software, as required. 
  Windows '95, Windows for Workgroups 3. 11,Windows NT 3 
 .51, Windows
     NT 4.0 or Mac client software driver stack for the NIC 
being used.
 . ADSL RJI I or R114 modular termination jack. 
 ADSL network line interconnection cable to the modern, 6 
foot length. 
 10BaseT cable, 6 foot length. 
 'How to' instructions guide. 
 Modem Manual, or other manufacturer's instructions. 
 .  Misc. screws and plastic parts. 
 100 foot of telco interconnection cable. 
 Box marked with PB and SWBT logo. 

 Option 2

MSI will sent Installation Pack to customers who perform 
their own ADSL modem 
and NIC card
installation
 ADSL Modem. 
 ADSL Splitter (Outdoor environment ready, with outdoor 
boots for wiring 
connections provided if required.) (A separate splitter 
enclosure may also be included.) 
 Ethernet NIC with software drivers. 
  ISP browser software, as required.
  Windows '95, Windows for Workgroups 3.11, Windows NT 3 
 .51, Windows
 NT 4.0 or Mac client software driver stack for the NIC 
being used.
  ADSL RJI 1 or R114 modular termination jack.
  ADSL network line interconnection cable to the modem, 6 
foot length.
  1OBaseT cable, 6 foot length.
  'How to' instructions guide.
 Modem Manual, or other manufacturer's instructions. 
 Misc. screws and plastic parts. 
 100 foot of telco interconnection cable. 
    Box marked with PB and SWBT logo. 


Option 3 
MSI will send Installation Pack to installers to perform 
the ADSL modem installation 
for customers 

 ADSL Modem. 
 ADSL Splitter (Outdoor environment ready, with outdoor 
boots for wiring 
connections provided if required.) (A separate splitter 
enclosure may also be included.) 
 ISP browser software, as required. 
  Windows '95, Windows for Workgroups 3.11 ,Windows NT 
3.51, Windows
NT 4.0 or Mac client software driver stack for the NIC 
being used.
 ADSL RJ11 or RJ14 modular termination jack. 
 ADSL network line interconnection cable to the modem, 6 
foot length. 
 10BascT cable, 6 foot length. 
 Modem Manual, or other manufacturer's instructions, for 
customer. 

Option 4
 MSI will sent Installation Pack to installers who perform 
the ADSL modem and NIC 
card installation for customers 

 ADSL Modem. 
 ADSL Splitter (Outdoor environment ready, with outdoor 
boots for wiring connections provided if required.) (A 
separate splitter enclosure may also be
included.)
 Ethernet NIC with software drivers. 
 ISP browser software, as required. 
  Windows '9S, Windows for 51Vorkgroups 3.1 I ,Windows NT 
3 .51, Windows NT 4.0 Or Mac client software driver stack 
for the NIC being used.
 ADSL RJ11 or RJ14 modular termination jack. 
 ADSL network line interconnection cable to the modem, 6 
foot length. 10BaseT cable, 6 foot length. 
 Modem Manual, or other manufacturer's instructions, for 
customer. 


FULLFILLMENT CENTER

MSI's Fulfillment Center

1. The Fulfillment Center will have all selected ADSL CPE 
and installation components readily available for sale to 
SWBT customers (i.e. Self-installers), within 5 business 
days of receipt of an order from SWBT. 

2. MSI Fulfillment Center will provide weekly reports to 
$WST which track the delivery and servicing of CPE. 

3. MSI Fulfillment Center will deliver CPE directly to SWBT 
customers or designated installation partners within 
intervals determined by SWBT; currently SWBT's expectation 
is that S business days would be the maximum delivery time 
anywhere in SWBT territory, and delivery volumes may 
eventually be greater than 75 ADSL kits 
per day. 

4. MSI Fulfillment Center will support all warranties, 
exchange policies and discount structures offered by the 
manufacturer(s) defined by SWBT. 

5. MSI Fulfillment Center employees will provide 
manufacturer instructions and or any other provided 
collateral for CPE use to customers, as required. 

6. MSI Fulfillment Center will provide a toll free number 
for customer support. The number willbe included in the 
CPE: packaging.

7. MSI will be required to have and/or implement a program 
to perform pre-employment screening, bonding, and safety 
training prior to having its employees 
perform services on behalf of SWBT. 

Insta3lation and Maintenance

8, MSI will have the necessary tools) equipment, and 
transportation to install ADSL 
CPE components. 

9. MSI will have a logistics system in place to efficiently 
receive and distribute CPE to the installer responsible for 
the installation within the intervals determined by SWBT. 

10. MSI will have a process to adequately handle force to 
load issues and scheduling for timely installation of CPE 
that customers have selected. 

11. MS0's Installation and Maintenance function will 
support all warranties, and exchange policies offered by 
the manufacturer(s) selected by SWBT. 

12 MSI will provide weekly reports to SWBT which track the 
receiving time from thc Fulfillment center, the interval 
from receipt of equipment, to the time the customer order 
is completed; and tracking of orders not completed on the 
first visit. 

13. MSI will provide customers with instructions on how to 
use the ADSL service, and demonstrate to thc customer that 
the service is in working order before leaving the 
premises. 

14. MSI will hand the customer a customer satisfaction 
survey to allow the customer to provide feedback to SWBT 
concerning the quality of services provided 

15. MSI shall provide all CPE components with backup 
supplies to each installer. 

16. MSI shall provide respond to CPE trouble calls within 
the interval period determined by SWBT. (Currently expected 
to be 4 hours or less from receipt of trouble call, based 
on a rolling clock. A rolling clock is defined as any 
hourly increment being rounded to the next hour. i.e. a 
call received at 1:05 PM will be counted as received at 
2:00 PM.) 

17. MSI shall provide trained personnel to successfully 
install multiple ADSL configurations, and to be able to 
handle a multitude of installation variables. 

18. MSI will be required to have and/or implement a program 
to perform pre-employment screening, bonding, and safety 
training prior to having its employees perform services On 
behalf of SWBT.

19. MSI will work with SWBT to implement a process to 
accommodate language dependent customers. 

20. At SWBT's request, thc MSI Installation and Maintenance 
force will make all necessary arrangements to accommodate 
hearing impaired customers. This includes, but is not 
limited to, the ability to interact with a 
Telecommunications Device for the 
Deaf (TTY). 

21. MSI is required to handle all SWBT geographic regions, 
by zip-code (preferred) or by County, for the full range of 
installation and maintenance services. 










SOUTHWESTERN BELL 

 Estimated Value of Contract: $1,200,000


 Scope of Contract: Exclusive Contract with 
Southwestern
 Bell and Hewlett Packard for up to
 1,100 high schools. Includes servers,
 workstations, cabling and routers.
 Indefinite date. Statewide. $1.5
billion is planned for 9 more years.

SUBCONTRACTOR AGREEMENT



Between


 Southwestern Bell Telephone Company ("SWBT")
 A Missouri Corporation
 One Bell Center
 St. Louis, Missouri 63101

 and

 Micro-Media Solutions, Inc. ("Subcontractor"}
 A Texas Corporation
 501 Waller
 Austin, Texas 78702
 Table of Contents


 INTRODUCTION                        2


 1. SCOPE OF WORK                    2

 2. COMPENSATION                     2

 3. AGREEMENT GOVERNS                2

 4. AUTHORITY OF SUBCONTRACTOR       3

 5. CONFLICT OF INTEREST             3

 6. RISK OF LOSS                     3

 7. CONTRACTOR'S WARRANTIES          3

 8. SUBCONTRACTORS                   3

 9. COMPLIANCE WITH LAWS             3

 10. HARMONY                         4

 11. PAYMENT TO SUBCONTRACTOR        4

 12. RECORDS AND AUDIT               4

 13. FORCE MAJEURE                   4

 14. INTELLECTUAL PROPERTY, PROPRIETARY 
INFO./OWNERSHIP OF 
DOCUMENTS  .                         4

15. SUBCONTRACTOR'S STATUS           5

 16. INSURANCE                       5

 17. ADVERTISING AND PUBLICITY       5

 18. PAYMENT OF TAXES                6

 19. INFRINGEMENT .                  6

 20. LABOR AND MATERIAL .            7

 21. SEVERABILITY.                   7

 22. NON-WAIVER                      7

 23. CUMULATIVE RIGHTS AND REMEDIES . 7

 24. NOTICES.                         7

 25. CHOICE OF LAW                    7

 26. ASSIGNMENT                       8

 27. LIABILITY                        8

 28. MODIFICATION TO CONFORM TO LAWS  8

 29. NON-EXCLUSIVE DEALING            8

 30. TERMINATION                      8

 31. PLANT AND WORK RULES             9

 32. ENTIRE AGREEMENT                 9

APPENDIX A - SAMPLE PURCHASE ORDER 
APPENDIX B - PRICE SCHEDULE 
APPENDIX C - NONDISCRIMINATION COMPLIANCE AGREEMENT 
(SW-
9368) 

SUBCONTRACTOR AGREEMENT


THIS SUBCONTRACT AGREEMENT (the "Agreement") between 
Micro-Media Solutions, Inc. (Subcontractor),  a Texas 
corporation having its principal offices at 501 
Waller, Austin, Texas 78702, and Southwestern Bell 
Telephone Company ("SWBT"), a Missouri corporation having 
its principal offices at One Bell Center, St. Louis, 
Missouri 63101, is for a term beginning on duly 23, 1997 
and continuing until August 31, 1999, unless terminated 
sooner or extended as provided herein. 

INTRODUCTION


WHEREAS, SWBT is in the business of, among other 
things, selling telecommunications solutions and services 
for it's customers; and WHEREAS, Subcontractor has the 
capability of installing and/or maintaining Wide Area 
Networks (WANS) (the "Services") and has represented 
to SWBT that it is skilled, experienced and knowledgeable 
in such business; and 
WHEREAS, SWBT desires to contract with Subcontractor 
to provide Services and Materials in connection with WAN 
Installation and Maintenance (hereinafter defined) 
upon which SWBT is or will be performing for it's 
Customer; and WHEREAS, the parties desire to agree on terms 
pursuant to which Services and Materials will be provided 
by SWBT; 

NOW, THEREFORE, the parties agree, 
1. SCOPE OF WORK Subcontractor will provide 
Installation and Maintenance services 
as requested by SWBT on SWBT's Purchase Orders in the 
form of Appendix A (sample), including but not limited to 
Installation and Maintenance of WAN equipment 
and networks at the designated rates in CLAUSE 2 
COMPENSATION. 

GENERAL: Upon receipt of SWBT's Purchase Order (s), 
stipulating installation addresses, and equipment to be 
installed, the "Subcontractor" shall promptly commence 
the installation services to meet SWBT's commitment 
to their Customer. Regardless of whether reference is made 
to this Agreement, all work performed for SWBT by the 
Subcontractor shall be subject to the provisions of 
this Agreement unless such work is performed under a 
separate written agreement. Where the work requested is not 
specifically provided for as provided under Clause 2 
Compensation, the price will be as mutually agreed between 
the parties, but otherwise the work shall be subject to all 
the terms and provisions of this Agreement. SWBT may make 
changes in the work by altering, adding to or deducting 
from, the work. The Contractor's price shall be adjusted 
for such change on the basis of the appropriate work 
unit price. No change in the contract price shall be made 
for minor changes not involving extra cost. All other 
adjustments in the Agreement price by reason of any 
change shall be agreed to by the parties. SWBT does not 
commit itself to order any specific quantity of work under 
this Agreement and may have the same or similar work 
performed by its own employees or other contractors; per 
NON-EXCLUSIVE DEALING Clause 29. 

2. COMPENSATION


SWBT agrees to pay for Services in accordance with 
the rates specified in each Purchase Order in accordance 
with the Price Schedule set forth in Appendix B attached 
hereto and made a part hereof 

3. AGREEMENT GOVERNS In the event of any 
inconsistency or conflict between the terms of any Order or 
any attachment(s) thereto and this Agreement, this 
Agreement will govern unless the Order expressly notes the 
inconsistency or conflict and expressly 
states that the Order will govern. SWBT will have the 
right to accept or reject any term in an Order which 
conflicts with this Agreement. 





4. AUTHORITY OF SUBCONTRACTOR Subcontractor 
represents and warrants that it has full power and 
authority to enter into this Agreement and perform its 
obligations hereunder, and that such performance will not 
result in a violation of (i) any applicable statute, law, 
ordinance, decree, order, rule or regulation of any 
governmental body, (ii) the provisions of Subcontractor's 
Articles of Incorporation or Bylaws, or (iii) any 
license, franchise, contract, indenture, evidence of 
indebtedness, security agreement or other agreement to 
which Subcontractor is a party or by which it may be bound. 

5. CONFLICT OF INTEREST Each party hereby represents 
and warrants that no officer, director, employee or agent 
of the other party has been or will be employed, 
retained, paid a fee or otherwise has received or 
will receive any personal compensation, "kickback" or any 
other consideration, whether directly or indirectly, in 
connection with or in contemplation of the execution of 
this Agreement or any Order. 

6. RISK OF LOSS Subcontractor agrees to protect any 
Material furnished by SWBT in connection with a Project and 
bear the risk of loss or damage thereto upon acceptance 
of delivery thereof until the Services are completed 
and accepted according to the applicable Order and in 
accordance with Clause 7, SUBCONTRACTOR'S WARRANTIES. 
However, Subcontractor will not be liable for 
damage caused by the negligence or willful act of SWBT, 
Customer or for defects in any Material furnished by SWBT. 

7. SUBCONTRACTOR'S WARRANTIES Subcontractor warrants 
that it is knowledgeable and proficient in performing all 
SERVICES required under this Agreement. All SERVICES shall 
be performed in a good, workmanlike manner and all 
materials furnished by Subcontractor shall be of 
first quality unless a different quality is 
specified. Subcontractor shall correct at its expense 
all defects and deficiencies in the SERVICES which are 
discovered within 365 days from the date the SERVICES are 
accepted, whether said defects or deficiencies result 
from material furnished by Subcontractor or its 
subcontractors, or are the result of poor workmanship or 
failure to follow the plans drawings or other 
specifications made a part of this Agreement, and 
notwithstanding that full or partial payment 
therefore has been made. Acceptance of the 
SERVICES by SWBT shall not constitute a waiver of any 
such defects or deficiencies. SWBT, at its option, may 
remedy any defects and deficiencies and Subcontractor shall 
pay SWBT the cost there. 

8. SUBCONTRACTORS Subcontractor may not subcontract 
any part of the Services to be performed hereunder without 
obtaining SWBT's prior written consent in each 
instance. Any installation resulting from Services 
performed by a subcontractor prior to the receipt of SWBT's 
written approval or which does not comply with industry 
standards will be subject to rejection and removal 
from the Project site at Subcontractors expense. 
Subcontractor will bind any approved subcontractor by 
contract to all the terms and conditions of this 
Agreement. Further, SWBT will not be liable or incur any 
obligation with respect to any subcontractor, nor will any 
such approval relieve Subcontractor from any responsibility 
or liability for the full performance of this Agreement or 
any accepted Order(s), including, without limitation, 
Services performed by any such subcontractor. 

9. COMPLIANCE WITH LAWS Subcontractor agrees to 
comply with the provisions of the Fair Labor Standards Act, 
the Occupational Safety and Health Act, and all other 
applicable federal, state, county and local laws, 
ordinances, regulations and codes (including the 
identification and procurement of required 
permits, certificates, approvals and inspections) in 
Subcontractor's performance under this Agreement. 
Subcontractor further agrees, during the term of this 
Agreement, to comply with all applicable Executive and 
Federal regulations as set forth in Form SW9368, a copy of 
which is attached hereto as Appendix C and incorporated 
herein. Subcontractor will defend, indemnify and hold SWBT 
harmless from and against any loss, liability, damage or 
expense (including attorneys' fees and court costs) 
sustained by SWBT because of Subcontractors noncompliance 
herewith 


Southwestern Bell Telephone

10. HARMONY Subcontractor will undertake such actions 
as are necessary to insure that all of its agents, 
employees, suppliers and subcontractors interact and 
interface with all agents, employees, subcontractors and 
consultants of SWBT and any other contractors or entities 
working or present at a Project location in a harmonious 
and fully cooperative manner. Subcontractor will schedule 
and coordinate the performance of the Services with the 
work of SWBT and any other consultants or contractors 
retained by SWBT. 

11. PAYMENT TO SUBCONTRACTOR Subcontractor's request 
for payment will detail the specific Services billed 
referencing SWBT's Purchase Order and bear the 
signature of Subcontractor's duly authorized 
representative, certifying Subcontractor's 
completion of the Services. SWBT reserves the right 
to verify that Subcontractor's performance is in accordance 
with the requirements of the Purchase Order and the 
provisions of Clause 7 hereof, SUBCONTRACTOR'S WARRANTIES, 
prior to accepting Subcontractor's Services. Payment will 
be made net thirty (30) days after SWBT's receipt of 
Subcontractor's invoice. 

12. RECORDS AND AUDIT Subcontractor agrees that it 
will: 
(a) Maintain complete and accurate records of all amounts 
billable to and payments made by SWBT hereunder in 
accordance with standard recognized accounting 
practices. (b) Retain such records 
and reasonable billing detail for a period of three 
(3) 
years from the date of final 
payment for Services. (c) Provide reasonable 
supporting documentation to SWBT 
concerning any disputed invoice amount within thirty 
(30) 
calendar days after receipt of written notification of such 
dispute. (d) Permit SWBT, through its accredited 
representatives, to inspect and audit during normal 
business hours the time and material 
charges invoiced to SWBT hereunder. Should SWBT 
request an audit, Subcontractor will make available any and 
all pertinent records and 
files. 

13. FORCE MAJEURE Neither party will be held 
responsible for any delay or failure In performance of any 
part of this Contract to the extent that such delay or 
failure is 
caused by fire, flood, explosion, war, strike, 
embargo, government requirement, civil or 
military authorities, Act of God, public enemy, acts 
or omissions of carriers, or other 
causes beyond the control of Subcontractor or SWBT. 
If any force majeure condition 
occurs, ("Condition") the party delayed or unable to 
perform will give immediate notice 
to the other party and the notified party may elect 
to: 
(a) Terminate this Contract or any 
Order or part of either as to Services not already 
performed. (b) Suspend this Contract 
for the duration of the Condition, buy or sell 
elsewhere Services to be bought or sold 
hereunder, and deduct from any commitment the 
quantity bought or sold or for which 
such commitments have been made elsewhere. (c) Resume 
performance once the Condition ceases with an option in the 
notified party 
to extend the term of this Contract 
up to the length of time the Condition endured. 

Unless written notice to the contrary is given within 
thirty (30) days after such notified 
party is notified of the Condition, option (b) above 
will be deemed selected, 

14. INTELLECTUAL PROPERTY, PROPRIETARY INFORMATION 
AND OWNERSHIP OF DOCUMENTS Both parties acknowledge and 
agree that all patents, copyrights, trademarks, trade-
names, proprietary 
information, trade secrets, documents, 
materials, products, programs, concepts, drawings, 
plans, technology, designs, methodologies, formulae, 
specifications, information, samples, models, calculations, 
hardware, software and the like belonging to one 
party, whether tangible or intangible and whether written 
or oral (collectively, the "Information"), which have or 
may come into the possession or knowledge of the other 
party, constitute or consist of confidential 
and proprietary information and/or trade secrets, the 
disclosure of which will cause serious harm and damage to 
the disclosing party. Accordingly, each party agrees that 
it will protect all Information received from the other 
party (the "Disclosing Party") with the same degree of care 
and confidentiality that it uses to protect its own 
proprietary and confidential information and will not make 
any use thereof other than in connection 
with the activities contemplated by this Agreement. 
Each party further agrees that, in the event that it is 
required by a judicial or administrative body to furnish 
Information 
regarding 

Southwestern Bell 
14. INTELLECTUAL PROPERTY, PROPRIETARY INFORMATION 
AND OWNERSHIP OF DOCUMENTS (continued) this or any Order, 
it will notify the Disclosing Party immediately and assist 
the Disclosing Party, at the  Disclosing Party's expense, 
in protecting the Information.
All Information will remain the property of the 
Disclosing Party and will be returned to 
that party upon request. Neither party will 
appropriate any Information for its own use. 
Upon the termination of this Agreement or any 
Order(s), each party will return all 
Information to the Disclosing Party or destroy same 
if so 
directed. 

15. SUBCONTRACTOR'S STATUS Neither Subcontractor nor 
its employees, agents or representatives are employees, 
servants, partners or joint ventures of or with SWBT. 
Subcontractor is in all respects an independent 
Subcontractor and will at all times direct, control and 
supervise all of its employees, 
agents and representatives and their 
respective activities. 

All persons working for or furnished by Subcontractor 
in connection with the performance of Subcontractor's 
obligations hereunder, including without imitation 
agents, employees, suppliers and subcontractors, will 
be under the exclusive control and supervision of 
Subcontractor who will be solely responsible and liable for 
the compliance of all such persons and firms with, and 
their observance of, this Agreement, Orders and all 
federal, state and local statutes, laws, regulations, 
rules, ordinances, orders and codes (collectively, the 
"Laws"), including without limitation those Laws 
regarding working conditions, hours of work, 
compensation, workers' compensation, Immigration Reform and 
Control Act requirements and payment of all taxes 
(including without limitation unemployment, social security 
and 
other payroll taxes) and contributions to pension or 
retirement plans or 
programs. 

16. INSURANCE With respect to performance hereunder, 
Subcontractor agrees to maintain, at all times during the 
term hereof the following insurance coverage and any 
additional insurance and/or bonds required by law: 

(a) Workers' Compensation insurance with benefits 
afforded under the laws of the state 
in which the work is to be performed.

(b) Employer's Liability insurance with minimum 
limits of $100,000 for bodily injury 
by accident,$100,000 for bodily injury by disease per 
employee and $500,000 for bodily injury by 
disease policy aggregate.

(c)General Liability insurance with the minimum 
limits of  $1,000,000 per occurrence 
for bodily injury and property damage arising out of 
Premises/Operations, $1,000,000 per 
Occurrence Personal Injury and $1,000,000 General Policy 
aggregate (applicable to Commercial 
General Liability Policies), and $1,000,000 per 
occurrence/aggregate for Products/Completed
Operations. Coverage must include Blanket 
Contractual, Independent Subcontractor's 
Liability and Broad Form Property Damage and name SWBT as 
an "Additional Insured."
(d) If use of motor vehicles is required, Automobile 
Liability insurance with minimum 
limits of$1,000,000 per occurrence for bodily injury and 
property damage, which coverage will 
extend to all owned, hired and non-owned autos.


Insurance companies affording coverage hereunder must 
have 
a 
Best's Rating of B+VII 
or better. 

Upon SWBT's request, Subcontractor agrees to furnish 
certificates or other acceptable proof of the foregoing 
insurance which will provide for SWBT to be notified in 
writing at least thirty (30) days prior to cancellation of 
or 
any material change in any of the insurance evidenced 
thereby. 

17. ADVERTISING AND PUBLICITY Subcontractor agrees 
not to use in any advertising or sales promotion, press 
releases or other publicity matters any endorsements, 
direct or indirect quotes, or pictures implying endorsement 
by SWBT or any of its employees without SWBT's prior 
written approval. 
Subcontractor further agrees to submit to SWBT for written 
approval, prior to publication, all publicity matters that 
mention or display SWBT's name and/or 
marks or contain language from which a connection to said 
name and/or marks may be 
referred 
or implied. 

Southwestern Bell Telephone

18. PAYMENT OF TAXES In the event that SWBT is liable 
under federal law for excise taxes or under state or local 
law for sales taxes collected by Subcontractor on the 
Services or Material provided hereunder, 
Subcontractor will bill such taxes  as separate items, 
listing each tax jurisdiction involved. SWBT will have the 
right to require Subcontractor to contest with the imposing 
jurisdiction, at SWBT's expense, any taxes or assessments 
which SWBT may deem to be improperly levied. Subcontractor 
agrees to furnish to SWBT statements evidencing that taxes 
and assessments for which SWBT is responsible hereunder 
have been paid.


19. INFRINGEMENT Subcontractor agrees to indemnify 
and hold 
SWBT harmless from and against any loss, liability, damage 
or expense (including increased damages for willful 
infringement, punitive damages, attorneys' fees and court 
costs) that may result by reason of any infringement, or 
claim of infringement, of any trade secret, patent, 
trademark, copyright or other proprietary 
interest of any third party based on the normal use or 
installation of any Material, Software, 
Documentation, program or Services furnished to SWBT 
hereunder, except to the extent that such claim arises from 
Subcontractor's compliance with SWBT's detailed 
instructions for which SWBT agrees to indemnify 
Subcontractor. Such exception will not, however, include: 

(a) Merchandise available on the open market or the 
same as such merchandise. 

(b) Items of Subcontractor's origin, design of 
selection. 

Subcontractor warrants that it has made reasonable 
independent investigation (including obtaining legal 
opinions) to determine the legality of its right to produce 
and sell the Material/Equipment/Services provided herein 
 . 

If an injunction or order is obtained against SWBT's 
use of any Material, Software, Documentation, program or 
Services, or if in Subcontractor's opinion any Material, 
Software, Documentation, program or Service is likely 
to become the subject of a claim of infringement, 
Subcontractor will, at its expense: 

 (i) Procure for SWBT the right to continue using the 
Material, Software, Documentation, program or
Service; or

(ii) After consultation with SWBT, replace or modify 
the Material, Software, Documentation, program or Service 
to make it a substantially similar functionally equivalent, 
non-infringing Material, Software, Documentation, program 
or Service. 

If the Material, Software, Documentation, program or 
Service is purchased or licensed and neither (I) or (ii) 
above is possible, SWBT may cancel the applicable Purchase 
Order and require Subcontractor to remove such Material, 
Software, Documentation, program or Service from SWBT's 
customer location and refund any charges paid therefor to 
SWBT In no event will SWBT be liable to Subcontractor for 
any charges after the date that 
SWBT no longer uses the Material, Software, Documentation, 
program or Service because of actual or claimed 
infringement. 

Each party hereto agrees to defend or settle, at its 
own expense, any action or suit 
against the other party hereto for which it is 
responsible under this clause. Each party 
further agrees to notify the other party promptly of 
any claim of infringement for which 
the other party is responsible hereunder and 
cooperate in every reasonable way to 
facilitate the defense thereof. 

in the event that Subcontractor, after notification 
of any claim for which Subcontractor 
is responsible, does not assume the defense of such 
action, Subcontractor will reimburse SWBT for all of its 
costs incurred in the defense of the claim, including, but 
not limited to attorneys' fees and interest on Suct1 
Buyer's payment of said amounts 
from the date of SWBT's payment of said amounts. 


Southwestern Bell Telephone

20. LABOR AND MATERIAL Subcontractor will furnish all 
supervision, labor, tools, power, transportation, Material 
and supplies specified in a Purchase Order except any 
items specifically listed as being furnished by SWBT 
or others. It is Subcontractor's duty to inspect all Labor 
and Material furnished by Subcontractor in connection with 
the Services, and to report all defects of which 
Subcontractor becomes aware in the performance of the 
Services.Such inspection will include, without limitation, 
inspection for defects which could cause property damage or 
personal injury. Subcontractor will not use any Material, 
or permit it to be incorporated into the Services,which is 
defective or which would otherwise result in 
an unreasonable risk of harm to persons or property.


21. SEVERABILITY If any provision of this Agreement 
is determined to be invalid such invalidity will not 
invalidate the entire Agreement, but rather the entire 
Agreement will be construed as if it did not contain the 
particular invalid provision(s) and the rights 
and obligations of SWBT and Subcontractor will be 
construed accordingly. 

22. NON-WAIVER No course of dealing or failure of 
either party to strictly enforce any term, right or 
condition hereof will be construed as a waiver of such 
term, right or condition. The waiver by SWBT in one 
instance of any default of Subcontractor hereunder will not 
be deemed a waiver of any other default of Subcontractor. 
The express provision herein for certain rights and 
remedies of SWBT are in addition to any other legal and 
equitable rights and remedies to which SWBT would otherwise 
be entitled. 

23. CUMULATIVE RIGHTS AND REMEDIES The various 
rights, options, and remedies contained herein will be 
construed as cumulative and no one of them will be 
exclusive of any others, or of any other legal or equitable 
remedy which either party might otherwise have in the event 
of a breach or default in the performance of the terms, 
conditions, covenants and agreements set forth herein, and 
the exercise of one right or remedy by either party will 
not impair or waive its rights to any other right or 
remedy. 

24.  NOTICES 
Any notice or demand which under the terms hereof 
must or may be given or made by 
SWBT or Subcontractor will be in writing and given or 
made by facsimile, or similar 
communication or by certified or registered mail, 
return receipt requested, addressed to 
the respective parties as shown: 

 (a) If to Subcontractor: Micro-Media Solutions, Inc.
 501 Waller
 Austin, Texas 78702
 Attn.: Jose Chavez
 (b) If to SWBT: Southwestern Bell Telephone Company
 712 E. Huntland, Rm. 107 Austin, Texas 78752
 Attn.: Manager Purchasing
 (c) If to SWBT: Southwestern Bell Telephone Company
 712 E. Huntland, Rm. 107 Austin, Texas 78752
 Attn.: Senior Systems Integrator

Such notice or demand will be deemed to have been 
given or made when sent, if sent by facsimile, or similar 
communication, or when deposited, postage prepaid, in the 
US mail. The above addresses may be changed at any time 
by giving thirty (30) days' prior written notice as above 
provided. 

25. CHOICE OF LAW This Agreement will be governed by 
the laws of the State of Texas.
Southwestern Bell Telephone

26. ASSIGNMENT Neither party hereto may assign, 
subcontract or otherwise transfer its rights or obligations 
under this Agreement except with the prior written consent 
of the other party which consent will not be unreasonably 
withheld; provided, however SWBT will have the right to 
assign this Agreement to any present or future affiliate 
subsidiary or parent corporation, without securing the 
consent of Subcontractor, and may grant to any such 
assignee the same rights and privileges SWBT enjoys 
hereunder. Any attempted assignment not assented to in the 
manner prescribed herein, except an assignment confined 
solely to moneys due or to become due, will be void. It is 
expressly agreed that any assignment of moneys will be void 
if (a) Subcontractor fails to give SWBT at least thirty 
(30) days' prior written notice thereof, or 
(b) such assignmel1t attempts to impose upon SWBT 
obligations to the assignee in addition to the payment of 
such moneys or preclude SWBT from dealing solely and 
directly with Subcontractor in all matters pertaining 
hereto including the negotiation of amendments or 
settlements of charges due. 

27. LIABILITY Subcontractor agrees to indemnify, 
defend and save SWBT harmless (including its officers, 
directors, agents and employees) from and against any and 
all liability, loss, damage or expense (including 
attorneys' fees and court costs) incurred by 
SWBT in connection with any claim, demand or suit 
caused by, arising from, or attributable to the Material or 
Services provided by Subcontractor or the acts or omissions 
of Subcontractor (including any of its suppliers, 
agents or subcontractors) but excepting 
the negligent acts or omissions solely of SWBT in 
furnishing the Material or performing Services. This 
indemnity will survive the delivery, inspection and 
acceptance of Material or performance of Services 
hereunder. SWBT agrees to promptly notify Subcontractor of 
any claim or demand for which Subcontractor is or may be 
responsible hereunder. 
Subcontractor agrees not to implead or bring any 
action against SWBT or SWBT's employees based on any claim 
for personal injury or death that occurs in the course or 
scope of employment of any person by SWBT arising out 
of Material or Services furnished hereunder. 

28. MODIFICATION TO CONFORM TO LAWS This Agreement 
and 
SWBT's 
obligations hereunder will be subject to all 
applicable 
laws, court orders, rules and 
regulations (collectively, "LAWS") including, by way 
of 
illustration and not limitation, to 
the 1996 Telecommunications Act. In the event this 
Agreement, or any of the provisions 
hereof or the operations contemplated hereunder, are 
found 
to be inconsistent with or 
contrary to any Laws, the latter will be deemed to 
control 
and, if commercially 
practicable, this Agreement will be regarded as 
modified accordingly and will continue in 
full force and effect as so modified. If such 
modified Agreement is not commercially 
practicable, in the opinion of either party, then the 
parties agree to meet promptly and 
discuss any necessary amendments or modifications to 
this Agreement. If the parties are 
unable to agree on necessary amendments or 
modifications in order to comply with any 
Laws, then this Agreement may be terminated 
immediately by either party. In the event of 
such termination, Customer will pay SWBT all amounts 
due for SERVICES and MATERIAL provided hereunder by SWBT 
up to and including the effective date of termination. 

29. NON-EXCLUSIVE DEALING It is expressly understood 
and agreed that this Agreement does not grant 
Subcontractor an exclusive right to provide the Services 
or Materials described herein and that SWBT may itself 
perform, or contract with other suppliers to provide, the 
Services or Materials. 

30. TERMINATION Either party hereto may terminate 
this Agreement in whole or in part by giving the other 
party hereto at least three 
(3) 
months' prior written notice. Upon termination, SWBT will 
pay Subcontractor all amounts due for Material and 
Services by Subcontractor up to and including the 
effective date of termination, which payment will 
constitute a full and complete discharge of SWBT's 
payment obligations hereunder. If Subcontractor 
terminates this Agreement, Subcontractor will 
pay SWBT the difference between the cost of acquiring 
Materials and Service from a third party and the amount 
stated in Clause 2 Compensation for each order that 
is outstanding at the time of termination. Termination 
hereof as set forth herein will also constitute a full 
and complete discharge of Subcontractor's obligations 
hereunder. 
Southwestern Bell Telephone

31. PLANT AND WORK RULES 
 Each party's employees and agents will, while on the 
premises of the other or at any other location while 
performing  SERVICES under this agreement 
for SWBT, comply with all plant rules and regulations, 
including, but not limited to, the section of SBC 
Communications' Code of Business Conduct," a copy of 
which is available upon request, which prohibits the 
possession of any weapon or implement which might be used 
as a weapon on SWBT properties. In addition, the parties 
agree that, where required by government regulations, it 
will submit satisfactory clearance from the U.S. 
Department of Defense and/or other federal authorities 
concerned. 

32. ENTIRE AGREEMENT THE TERMS AND PROVISIONS 
CONTAINED HEREIN CONSTITUTE THE ENTIRE AGREEMENT BETWEEN 
THE PARTIES WHICH MAY NOT BE MODIFIED EXCEPT BY A WRITTEN 
INSTRUMENT SIGNED BY 
BOTH PARTIES. The provisions hereof supersede all 
prior oral and written quotations, communications, 
agreements and understandings of the parties, if any, 
with respect to the subject matter hereof. 

SO AGREED: 

 Micro-Media Solutions, Inc. Southwestern Bell 
Telephone 
Company
 ("Subcontractor") ("SWBT")


 By:_________________       By:_________________


 Title:_____________	Title: Manager of Purchasing

 Date:7/23/97	Date: 7/24/97





February 13, 1998

Micro Media Solutions, Inc.
501 Waller St.
Austin, Texas 78702

Attn:   Gary Salbeck, Operation Manager

Re:     Executed copy of the Field Trial Agreement


Gary:

Actually, I work for SBC here in California, but they only 
let me use Pacific Bell letterhead.  Thank you for the 
update and I am glad we could talk about how things are 
going so far.  We urgently need some more ISP's to get into 
the action soon, so the sooner MSI is involved the better.

I have enclosed a copy of the agreement as promised and I 
apologize that you did not receive a clean copy months ago.  
Please feel free to call if you have any questions.

Respectfully,


Mark A. Gaither
Contract Manager
FasTrak DSL
510-8637-5192

cc:	S. P. Formhals (SBC) Field Trial Agreement No. 970097
Page 1 of 32
9/24/97
FIELD TRIAL AGREEMENT



 Southwestern Bell Telephone Company 	(SWBT)
 a Missouri Corporation
 One Bell Center
 St. Louis Missouri 63101

and

 Micro-Media Solutions. Inc. (MSI) 	(MSI)
 a Texas Corporation
501 Waller Street
 Austin, Texas 78702

 					INDEX

PREAMBLE                        3
TERM                            3
ASSIGNMENT                      3
BREACH OF AGREEMENT             3
CHOICE OF LAW                   3
COMPLAINTS                      4
COMPLIANCE WITH LAWS            4
CONFLICT OF INTEREST            4
CURE                            4
SWBT'S INFORMATION              4
SWBT'S OBLIGATION	              5
EMERGENCY SUPPORT               5
ENTIRE AGREEMENT                6
FORCE MAJEURE                   6
INFRINGEMENT                    6
INSIGNIA                        7
INSURANCE                       7
LIABILITY                       8
LICENSES                        8
NO FIDUCIARY                    8
NO PARTNERSHIP                  9
NON-EXCLUSIVE MARKET RIGHTS     9
NON-WAIVER                      9
NOTICES                         9
PERFORMANCE                     10
PUBLICITY                       10
PRUCHASE OPTION                 10
RELEASES VOID                   10
RIGHT OF ACCESS                 10
	 

Field Agreement NO. 970097
Page 2 of 32
9/24/97

SEVERABILITY                    11
SERVICES                        11
SUBCONTRACTING                  11
MSI'S INFORMATION	              11
SURVIVAL OF OBLIGATIONS         11
TAXES	                          11
TERMINATION	                    12
WARRANTY                        12
WORK HEREUNDER                  12

APPENDIX A - NODISCRIMINATION COMPLIANCE AGREEMENT
APPENDIX B - SERVICES



Field Trial Agreement No. 970097
Page 3 of 32
9/24/97

PREAMBLE

SWBT and MSI agree that MSI shall act as SWBT's agent and 
furnish to SWBT customers, ADSL Fulfillment services and 
Customer Premises Equipment Installation and Maintenance 
services, hereinafter referred to as "Services", in 
accordance with the terms and conditions and specifications 
of this field trial agreement ("Agreement").  Services are 
outlined in Appendix B, attached hereto by this reference.  
This Agreement is formed solely to provide a means for SWBT 
to evaluate the potential use of the Service in SWBT's 
operating area in the form of a future purchase of 
equipment or services similar to service furnished by MSI, 
unless provided for in a separate written agreement.  In 
consideration of the mutual convenants and promises 
contained herein, the parties agree as follows:

TERM

This Agreement shall be effective for the duration of the 
field trial evaluation which shall begin on October 1, 1997 
and shall continue in effect through September 30, 1998 
unless earlier terminated as provided for herein.

ASSIGNMENT	

Neither party shall assign or otherwise transfer its rights 
or obligation under this 
Agreement except with prior written consent of the other, 
said consent kno to be unreasonably withheld; provided.  
However, SWBT shall have the right to assign this Agreement 
to any present or future affiliate, subsidiary or parent 
corporation of SWBT without securing the consent of MSI and 
may grant to any such assignedd the same rights and 
priveleges SWBT enjoys under this Agreement.  Any attmepted 
assignment not assented to in the manner as prescribed 
herein shall be void.  

BREACH OF AGREEMENT

In the event MSI shall be in breach or default of any of 
the terms, conditions 0r covenants of this Agreement, and 
said breach of default shall continue for a period of ten 
(10) days after the giving of written notice to  MSI, 
thereof, then in addition to all other rights and remedies 
at law or in equity, SWBT shall have the right to cancel 
this Agreement at no penalty to SWBT and/or enforce the 
provisions set forth in the PERFORMANCE clause hereof.

CHOICE OF LAW

This Agreement shall be governed by the laws of the state 
of Missouri




Field Trial Agreement No. 970097
Page 4 of 32
9/24/97


COMPLAINTS


SWBT reserves the right to notify MSI in cases where SWBT 
has identified current or potential problem areas 
concerning MSI's SERVICE furnished hereunder. 

MSI agrees to accept and acknowledge such notices and to 
work with SWBT on a reasonable resolution of such problems. 
Notice of the disposition and solution of such problems 
shall be provided to SWBT within ten (10) days of SWBT's 
notification to 
MSI. Periodic reporting of the status of such open problems 
or complaints will be furnished to SWBT by MSI together 
with a proposed schedule of resolution. Such resolution 
shall not exceed thirty (30) days. 

COMPLIANCE WITH LAWS


MSI and all persons furnished by MSI shall comply with the 
provision of all applicable federal, state, countv and 
local laws, ordinances, regulations and codes (including 
identification and procurement of required permits, 
certificates, approvals and inspections) in MSI's 
performance under this Agreement. MSI further agrees during 
the term of this Agreement to comply with all applicable 
Executive and Federal regulations as set forth in Appendix 
A, Nondiscrimination Compliance Agreement, attached hereto 
and made a part of this Agreement. MSI agrees to indemnify 
SWBT for any loss or damage sustained because of MSI's 
noncompliance. 

CON'FLICT OF INTEREST


MSI represents and warrants that no officer, employee, or 
agent of SWBT has been or will be employed, retained, paid 
a fee, or otherwise has received or will receive any 
personal compensation or consideration by or from MSI or 
any of MSI's officers, employees or agents in connection 
with the obtaining, arranging, or negotiation of this 
Agreement or other documents or Agreements entered into or 
executed in connection 
herewith. 

CURE


SWBT shall not be deemed to be in default under any of the 
terms of this Agreement and MSI shall not seek or be 
entitled to enforce any remedy for any claimed default, 
unless SWBT shall fail to cure or correct said claimed 
default within thirty (30) days 
following receipt of written notice by MSI to SWBT of said 
claimed default. 

SWBT'S INFORMATION


Any specifications, drawings, sketches, models, samples, 
tools, computer or other apparatus programs, technical or 
business information or data, field trial results and/or 
reports, written, oral 



Field Trial Agreement No. 970097
Page 5 of 32
9/24/97


or otherwise (all hereinafter designated "Information") 
furnished to MSI under this 
Agreement or in contemplation of this Agreement, shall 
remain SWBT's property. All 
copies of such Information in written, graphic or other 
tangible form shall be returned 
to SWBT at SWBT's request. Unless such Information was 
previously known to MSI free of any obligation to keep it 
confidential, or has been or is subsequently made public by 
SWBT or a third party, it shall be kept confidential by 
MSI, shall be used only in performing this Agreement, and 
may not be used for other purposes except such terms as may 
be agreed upon between MSI and SWBY in writing. 

MSI understands and agrees that any and all field trial 
results prepared by SWBT are and shall remain the property 
of SWBT and are hereby considered SWBT's Proprietary 
Information. Therefore it shall be SWBT's option, in its 
sole discretion, to 
furnish MSI copies of such documents or to discuss such 
documents with MSI. MSI's use of field trial reports 
furnished by SWBT shall be governed by the provisions of 
the 
PUBLICITY clause in addition to the provisions contained in 
this clause, SWBT'S 
INFORMATION. 

SWBT'S OBLIGATION


MSI agrees SWBBT has no obligation or liability whatsoever 
for expenses incurred in the development of MSI's SERVICE 
or to provide MSI with results of SWBT's field 
trial evaluation. 

EMERGENCY SUPPORT


MSI shall provide SWBT with an updated current listing of 
MSI's technical support personnel together with after-hours 
telephone procedures to contact MSI to correct out-of-
service conditions . 

In the event SERVICE provided pursuant to this Agreement 
should affect SWBT's ability to provide telecornmunications 
services to SWBT's subscribers, MSI shall, without charge, 
provide field technical personnel to make temporary 
modifications and arrangements to mitigate the effects of 
out-of-service conditions. 

MSI agrees that expenses incurred by SWBT, if any, to 
mitigate or correct out-of-service conditions caused by 
SERVICE shall be substantiated by SWBT and paid by 
MSI. 

Field Trial Agreement No. 970097
Page 6 of 32
9/94/97

ENTIRE AGREEMENT

This Agreement shall constitute the entire agreement 
between the parties and shall not be modified or amended 
except by a writing signed by both parties. Estimates 
furnished by SW13T shall not constitute commitments. The 
provisions of this Agreement shall supersede all prior oral 
and written quotations, communications, agreements and 
understanding of the parties in respect of the subject 
matter of this 
Agreement. 

FORCE MAJEURE 

Neither party shall be held responsible for any delay or 
failure in performance of any part of this Agreement to the 
extent that such delay or failure is caused by fire, flood, 
explosion, war strike. embargo, government requirement, 
civil or military authorities, Act of God or by the public 
enemy, or other causes beyond the control of MSI or SWBT. 
If any force majeure condition occurs. the party delayed or 
unable to perform shall give immediate notice to the other 
and the party affected by the other's inability 
to perform may elect to: 

A  terminate this Agreement; 

B   suspend this Agreement for the duration of the force 
majeure condition: or 

C   resume performance under this Agreement once the force 
majeure condition ceases with an option in the affected 
party to extend the period of this Agreement up to the 
length of time the force majeure condition endured. 

Unless written notice is given within thirty (30) days 
after such affected party is notified of the force majeure 
condition, (b) shall be deemed selected. 

INFRlNGEMENT 

MSI shall indemnify SWBT for any loss, damage, expense 
(including attorney's fees) or liability arising out of any 
infringement, or claim of infringement, of any patent, 
trademark, copyright, trade secret or other proprietary 
interest based on the manufacture, normal or intended use, 
installation, lease, sale or resale of SERVICE or part 
thereof (including but not limited to, any program. 
documentation, services and/or equipment) furnished to SWBT 
under this Agreement or In contemplation of 
this Agreement. 


Field Trial Agreement No. 970097
Pagc 7 of 32
9/94/97

If SWBT's normal or intended use, installation, lease, sale 
or resale of the SERVICE shall be prevented by injunction 
or court order because of any such infringement for which 
MSI is responsible, MSI shall. in addition to the above 
indemnity, at no expense, loss or damage to
SWBT: (1 ) replace such SERVICE with equally suitable 
Service free of infringement: 
or
(2) modify such SERVICE free of infringement. or (3) by 
license or other release from claim of infringement procure 
for SWBT's benefit the right to use, install, lease. sell 
or resell such SERVICE or (4) after MSI has demonstrated 
its good faith efforts to achieve the foregoing without 
success. MSI shall refund to SWBT the full SERVICE purchase 
price (less a reasonable amount of use of the SERVICE) if 
any. 

INSIGNIA


SWBT's Insignia will not be affixed, used or otherwise 
displayed on the SERVICE furnished or in connection 
therewith without SWBT's written approval. 

INSURANCE


With respect to performance hereunder, MS1 shall maintain, 
at all times during the term of this agreement the 
following insurance coverage and any additional insurance 
and/or bonds required by law:


(1) 	Worker's Compensation Insurance in compliance with 
the laws of the state in which the work is to be performed,
(2) 	Employers Liability Insurance with minimum limits of 
$100.000 for Bodily Injury by accident, $100.000 for Bodily 
Injury by disease per employee and $500,000 for Bodily
Injury by disease policy aggregate;
(3) 	General Liability Insurance with minimum limits of 
$1,000,000 per occurrence for Bodily Injury and Property 
Damage arising out of Premises/Operations, $1,000,000 per 
occurrence Personal Injury and $1,000,000 General Policy 
Aggregate 
(applicable to Cornmercial General Liability Policies), 
$1,000,000 per 
occurrence/aggregate for Products/Completed Operations. 
Coverage must include Blanket Contractual,Independent 
Contractors Liability and Broad Form Property Damage. If 
generalliability is Claims-Made coverage, retroactive date 
must be prior to or coincident withthe inception date of 
the contract and shall not be advanced during the term of 
thecontract. SWBT is to be named as Additional Insured as 
respects general liability; andIf use of motor vehicles is 
required;
 4) 	Automobile Liability Insurance with minimum limits of 
$1,000,000 per 
occurrence forBodily Injury and Property Damage. Coverage 
shall extend to all 
owned, hired, and




Field Trial Agreement No. 970097
Page 8 of 32
9/24/97
non-owned autos. Insurance Companies affording coverage 
shall be acceptable to SWBT and have a Best's Rating of 
B+VII or better.  MSI shall be prepared, prior to thestart 
of work, to furnish certificates or other adequate proof of 
the foregoing insurance,if so requested by SWBT.  SWBT is 
to be notified in writing 
at least thirty (30) days prior to cancellation or any 
Service change of foregoing 
insurance.

LIABILITY

MSI shall indemnify, defend and save harmless SWBT 
(including its officers, agents and employees) from and 
against any and all liability, loss, damages, costs, 
attorneys' fees, or other expense of any kind, which arises 
out of any claim or any suit for damages, injunction or 
other relief, caused by, resulting from, or in connection 
with, the SERVICE or acts or omissions of MSI (including 
any of MSI's agents or subcontractors but excepting the 
negligent acts or omissions solely of SWBT) in the 
furnishing of SERVICE or in the performance of services 
hereunder. This indemnity shall survive the delivery, 
inspection or acceptance of SERVICE or performance of 
services hereunder. 

MSI agrees to defend SWBT, at SWBT's request, against any 
such liability, claim, demand or suit.  SWBT agrees to 
notify MSI within a reasonable time of any written claims 
or demands against SWBT for which MSI is responsible under 
this clause. 

MSI agrees not to implead or bring any action against SWBT 
or SWBT's employees based on any claim by any person for 
personal injury or death that occurs in the course or scope 
of emplovment of such person by SWBT and that arises out of 
SERVICE or services furnished under this Agreement.

LICENSES

No licenses, express or implied, under any patents are 
granted by SWBT to MSI under this Agreement. 

NO FIDUCIARY

The parties hereto recognize and agree that this Agreement 
resulted from arms-length bargaining and therefore, that 
the parties owe no fiduciary duty to each other as a result 
of this Agreement. The parties have the right to pursue 
independently other evaluation agreements outside the scope 
of this Agreement. 








Field Trial Agreement No. 970097
Page 9 of 32
9/24/97
NO PARTNERSHIP


It is not the intent of the parties hereto to form a 
partnership, whether express or implied, or general or 
limited, as a result of their entering into this Agreement.  
Relations between the parties are intended to be governed 
by this Agreement and interpreted pursuant to the law of 
contracts. rather than pursuant to the Missouri 
partnership law. 

NON-EXCLUSIVE MARKET RIGHTS

It is expressly understood and agreed that this Agreement 
does not grant MSI an exclusive privilege to provide to 
SWBT any or all SERVICE of the type described in this 
Agreement nor require the purchase of any products from MSI 
by SWBT. It is, therefore, understood that SWBT may 
contract with other manufacturers and MSIs for the 
procurement or trial of comparable Services. 

NON-WAIVER

No course of dealing or failure of either party to strictly 
enforce any term, right or condition of this Agreement 
shall be construed as a waiver of such term, right or 
condition. 

NOTICES

Any notice or demand which under the terms of this 
Agreement, or under any statute must or may be given or 
made by MSI or SWBT shall be in writing and shall be given 
or made by confirmed facsimile or similar communication or 
by certified or registered mail addressed to the respective 
parties as shown:

To SWBT 				To MSI
 Name 			Steve Formhals			Jose 
Chavez
 Address 		One Bell Center, 			501 Waller
 City, State, ZIP 	St. Louis, MO  63101 		
	Austin, TX  78702
 Telephone 		(314)235-1917 			(512)476-
6925

Such notice or demand shall be deemed to have been given or 
made when sent by confirmed facsimile or other 
communication or when deposited, postage prepaid in 
the U.S. mail. 

The above addresses may be changed at any time by giving 
thirty (30) days prior written notice as above provided. 




 


Field Trial Agreement No. 970097
Page 10 of 32
9/24/97
PERFORMANCE

Consistent with the provisions of the FORCE MAJEURE clause 
of this Agreement, MSI, having confirmed and agreed to a 
schedule or specific date(s) in the performance of this 
Agreement, as outlined in the TERM clause hereof shall be 
expected to meet the schedules or date(s) contained herein.  
Expenses incurred by SWBT due to MSI's nonperformance of 
Service by committed dates, through no fault of SWBT, shall 
be substantiated by SWBT and paid by MSI within thirty (30) 
days of written notice from 
SWBT. 

PUBLICITY

MSI shall not advertise, or otherwise make known to others, 
any confidential information regarding this Agreement. MSI 
further agrees not to use in any advertising or sales 
promotion, press releases or other publicity matters any 
endorsements, direct or indirect quotes, or pictures 
implying endorsement by SWBT or any of SWBT's employees 
without SWBT's prior written approval.  MSI shall submit to 
SWBT for written approval, prior to publication, all 
publicity matters that mention or display SWBT's name 
and/or marks or contain language from which a connection to 
said name and/or marks may be inferred or implied. 

PURCHASE OPTION

SWBT may, at SWBT's option, elect to purchase the SERVICE 
from MSI at the end of this Agreement under a separate 
written agreement at a price to be mutually agreed 
upon by SWBT and MSI. 

RELEASES VOID

Neither MSI nor SWBT shall require waivers or releases of 
any rights from representatives of the other in connection 
with visits to MSI's and SWBT's respective premises, and no 
such releases or waivers shall be pleaded by MSI or SWBT or 
third 
persons in any action or proceeding. 

RIGHT OF ACCESS

MSI shall normally not be permitted access to SWBT's 
facilities in connection with work under this agreement 
and, however, if access is granted while on SWBT's 
premises, shall comply with all plant rules and 
regulations, and where required by government regulations, 
submit satisfactory clearance from the U.S. Department of 
Defense and other federal authorities concerned.  No charge 
will be made for such 
visits. 





 


Field Trial Agreement No. 970097
Page 11 of 32
9/24/97
SEVERABILITY

If any of the provisions of this Agreement shall be invalid 
or unenforceable, such invalidity or unenforceability shall 
not invalidate or render unenforceable the entire 
Agreement, but rather the entire Agreement shall be 
construed as if not containing the particular invalid or 
unenforceable provision or provisions, and the rights and 
obligations of MSI and SWBT shall be construed and enforced 
accordingly.  However, in the event such provision is 
considered essential element of this Agreement, MSI and 
SWBT shall promptly negotiate a replacement therefor. 

SERVICES

Appendix B outlines MSI's responsibilities, is incorporated 
herein, and made a part of this Agreement by this reference 
and applies to the SERVICE under this Agreement. 

SUBCONTRACTING

MSI shall not, without the prior written consent of SWBT, 
subcontract any portion of the work covered by this 
Agreement. Subcontracting by MSI shall not relieve MSI of 
any responsibilities hereunder and MSI shall remain 
responsible for compliance by any subcontractor with all 
provisions of this Agreement. 

MSI'S INFORMATION

No specifications, drawings, sketches, models, samples, 
tools, computer or other apparatus programs, technical 
information or data, written, oral or otherwise, furnished 
by MSI to SWBT under this Agreement or in contemplation of 
this Agreement shall be considered by MSI to be 
confidential or proprietary. 

SURVIVAL OF OBLIGATIONS

MSI's obligations under this Agreement which by their 
nature would continue beyond the termination, cancellation 
or expiration of this Agreement, including, by way of 
illustration only and not limitation, those in the 
PERFORMANCE, COMPLIANCE WITH LAWS, INFRINGEMENT, LIABILITY, 
RELEASES VOID, SEVERABILITY, SWBT'S INFORMATION, and 
WARRANTY clauses shall survive 
termination, cancellation or expiration of this Agreement. 

TAXES

Federal manufacturer's or retailer's excise and state and 
local sales or use taxes, when 
applicable, shall be paid by MSI. 




Field Trial Agreement No. 970097
Page 12 of 32
9/24/97
TERMINATION

SWBT may terminate this Agreement without penalty in whole 
or in part by giving MSI at least thirty (30) days prior 
written notice.  Upon termination, MSI shall return 
to SWBT any equipment or documents that had been provided 
to MSI. 

WARRANTY

Seller agrees to perform the SERVICES in a first-class, 
workmanlike manner, with care, skill and diligence, and in 
accordance with applicable standards currently recognized 
by Seller's profession.  Seller further agrees to be 
responsible for the professional quality, technical 
accuracy, completeness and coordination of all reports, 
designs, drawings, plans, information, specifications and 
other items and SERVICES furnished under this Contract.  If 
Seller fails to meet applicable professional standards, 
Seller will, without additional compensation, correct or 
revise any errors or deficiencies in its reports, drawings, 
specifications, designs or other items or SERVICES 
furnished hereunder. 

Any replacement, repair, modification, installation, or 
other service performed by MSI shall be warranted as herein 
provided based upon the date performance of the service 
is completed and accepted by SWBT. 

 WORK HEREUNDER

It is understood that visits by MSI or MSI's 
representatives for inspection, adjustment, 
or other similar purposes in connection with SERVICE, shall 
for all purposes be 
deemed "work hereunder" and shall be at no charge to SWBT 
unless otherwise agreed 
in writing with SWBT. 

In WITNESS WHEREOF, the foregoing Agreement has been 
executed by the parties 
hereto, in duplicate this 1st day of October, 1997. 

 MSI Accepted: 					SWBT Accepted:
 Micro-Media Solutions, Inc.		 	
	Southwestern Bell 
Telephone Company
 By:         _________________________		By:         
_________________________ 
 Name:    _________________________		Name:    
_________________________ 
 Title:      _________________________ 		Title:      
_________________________
 Date:      _________________________		Date:      
_________________________






 

Field Trial Agreement No. 970097
Page 13 of 32
9/24/97

NONDISCRIMINATION COMPLIANCE AGREEMENT (SW-9368)



Field Trial Agreement No. 970097
Page 14 of 32
9/24/97


Contractor recognizes its responsibility to comply with all 
federal and state laws 
governing performance of this Contract including, but not 
limited to:Executive Order 11246, Executive Order 11625, 
Executive Order 12138, Section 503 of the Rehabilitation 
Act of 1973 as amended and the Vietnam Era Veterans 
Readjustment Assistance Act of 1974. 

I.     EQUAL EMPLOYMENT OPPORTUNITY DUTIES OF GOVERNMENT 
CONTRACTORS (APPLICABLE TO CONTRACTS AND
       SUBCONTRACTS EXCEEDING $10,000)

       During the performance of this contract, the 
Contractor agrees as follows: 

(1) The Contractor will not discriminate against any 
employee or applicant for 
employment because of race, color, religion, sex, or 
national origin.  The Contractor will take affirmative 
action to ensure that applicants are employed, and that 
employees are treated during employment without regard to 
their race, color, religion, sex, or national origin.  Such 
action shall include, but not be limited to the following: 
Employment, upgrading, demotion, or transfer, recruitment 
or recruitment advertising; layoff or termination; rates of 
pay or other forms of compensation; and selection for 
training, including apprenticeship.  The Contractor agrees 
to post in conspicuous places, as available to employees 
and applicants for employment notices to be provided by the 
contracting officer setting forth the provisions of this 
nondiscrimination clause.
 
(2) The Contractor will, in all solicitations or 
advertisements for employees placed by or on behalf of the 
Contractor, state that all qualified                
applicants will receive consideration for employment 
without regard to 
race, color, religion, sex, or national origin. 

(3) The Contractor will send to each labor union or 
representative of workers with which he has a collective 
bargaining agreement or other contract or understanding, a 
notice to be provided by the agency contracting officer, 
advising the labor union or worker's representative of the 
Contractor's commitments under section 202 of Executive 
Order 11246 of September 24, 1965, and shall post copies of 
the notice in conspicuous places available to employees and 
applicants for employment. 

(4) The Contractor will comply with all provisions of 
Executive Order 11246 of September 24, 1965, and of the 
rules, regulations, and relevant
                 orders of the Secretary of Labor.

       (5)     The Contractor will furnish all information 
and reports required by Executive Order 11246 of September 
24, 1965, and by the rules,regulations, and orders of the 
Secretary of Labor, or pursuant thereto, and will permit 
access to his books, records, and accounts by the 
contracting agency and the Secretary of Labor for purposes 
of investigation to ascertain compliance with such rules, 
regulations, and orders.

        (6)     In the event of the Contractor's 
noncompliance with the nondiscrimination 
clauses of this contract or with any of such rules, 
regulations, or  orders. This contract may be cancelled, 
terminated or suspended in whole or in part and the 
Contractor may be declared ineligible for further
Government contracts in accordance with procedures 
authorized in Executive Order 11246 of September 24, 1965, 
and such other sanctions may be imposed and remedies 
invoked as provided in Executive Order 
11246 of September 24, 1965, or by rule, regulation, or 
order of the
                  Secretary of Labor, or as otherwise 
provided by law.

(7) The contractor will include the provisions of 
paragraphs (1) through (7) in every subcontract or purchase 
order unless exempted by rules,regulations, or orders of 
the Secretary of Labor issued pursuant to section 204 of 
Executive Order 11246 of September 24, 1965, so that such 
provisions will be binding upon each subcontractor or 
vendor.  The Contractor will take such action with respect 
to any subcontract or purchase order as may be directed by 
the Secretary of Labor as a means of enforcing such 
provisions including sanctions for noncompliance: Provided, 
however, that in the event the Contractor becomes involved 
in, or is threatened with, litigation with a subcontractor 
or vendor as a result of such direction, the Contractor may 
request the United States to enter into such litigation to 
protect the interests of 
the United States. 

II.      CERTIFICATION OF NON-SEGREGATED FACILITIES 
(APPLICABLE TO CONTRACTS AND SUBCONTRACTS EXCEEDING
          $10,000)

          The Contractor certifies that it does not and 
will not maintain any facilities it provides for its 
employees in a segregated manner, or permit its employees 
to perform their services at any location under its control 
where segregated facilities are maintained; and that it 
will obtain a similar certification, prior to the award of 
any nonexempt subcontract 

 III.    EMPLOYER INFORMATION REPORT (APPLICABLE IF VALUE 
OF 
CONTRACT IS $50,000 OR MORE AND CONTRACTOR HAS
          50 OR MORE EMPLOYEES)

          Contractor agrees and certifies that it will file 
complete and accurate report (EEO-1) per the current 
instructions and file such other compliance reports as may 
be required under Executive Order 11246, as amended, and 
rules and regulations adopted thereunder. 

 IV.    WRITTEN AFFIRMATIVE ACTION PROGRAM (APPLICABLE IF 
VALUE OF CONTRACT IS $50,000 OR MORE AND
          CONTRACTOR HAS 50 OR MORE EMPLOYEES)
         
          Contractor will develop an affirmative action 
compliance program for each of 
its establishments as required by 41 C.F.R. Part 60- 1.40 
and 60.2.
 




Field Trial Agreement No. 970097
Page 14 of 32
9/24/97


Contractor recognizes its responsibility to comply with all 
federal and state laws governing performance of this 
Contract including, but not limited to:Executive Order 
11246, Executive Order 11625, Executive Order 12138, 
Section 503 of the Rehabilitation Act of 1973 as amended 
and the Vietnam Era Veterans Readjustment Assistance Act of 
1974. 

I.     EQUAL EMPLOYMENT OPPORTUNITY DUTIES OF GOVERNMENT 
CONTRACTORS (APPLICABLE TO CONTRACTS AND
       SUBCONTRACTS EXCEEDING $10,000)

       During the performance of this contract, the 
Contractor agrees as follows: 

(5) The Contractor will not discriminate against any 
employee or applicant for employment because of race, 
color, religion, sex, or nationalorigin.  The Contractor 
will take affirmative action to ensure that applicants are 
employed, and that employees are treated during employment 
without regard to their race, color, religion, sex, or 
national origin.  Such action shall include, but not be 
limited to the following: Employment, upgrading, 
demotion, or transfer, recruitment or recruitment 
advertising; layoff or termination; rates of pay or other 
forms of compensation; and selection for 
training, including apprenticeship.  The Contractor agrees 
to post in conspicuous places, as available to employees 
and applicants for employment notices to be provided by the 
contracting officer setting forth the provisions of 
this nondiscrimination clause.
 
(6) The Contractor will, in all solicitations or 
advertisements for employees placed by or on behalf of the 
Contractor, state that all qualified applicants will 
receive consideration for employment without regard to 
race, color, religion, sex, or national origin. 

(7) The Contractor will send to each labor union or 
representative of workers with which he has a collective 
bargaining agreement or other contract or understanding, a 
notice to be provided by the agency contracting 
officer, advising the labor union or worker's 
representative of the
         Contractor's commitments under section 202 of 
Executive Order 11246 of September 24, 1965, and shall post 
copies of the notice in conspicuous places available to 
employees and applicants for employment. 

(8) The Contractor will comply with all provisions of 
Executive Order 11246 of September 24, 1965, and of the 
rules, regulations, and relevant
                 orders of the Secretary of Labor.

       (5)     The Contractor will furnish all information 
and reports required by Executive Order 11246 of September 
24, 1965, and by the rules, regulations, and orders of the 
Secretary of Labor, or pursuant thereto, and will permit 
access to his books, records, and accounts by the                 
contracting agency and the Secretary of Labor for purposes 
of investigation to ascertain compliance with such rules, 
regulations, and orders.

        (6)     In the event of the Contractor's 
noncompliance with the nondiscrimination 
clauses of this contract or with any of such rules, 
regulations, or orders.  This contract may be cancelled, 
terminated or suspended in whole or in part and the 
Contractor may be declared ineligible for further                  
Government contracts in accordance with procedures 
authorized in Executive Order 11246 of September 24, 1965, 
and such other sanctions may be imposed and remedies 
invoked as provided in Executive Order 11246 of September 
24, 1965, or by rule, regulation, or order of the
                  Secretary of Labor, or as otherwise 
provided by law.

(8) The contractor will include the provisions of 
paragraphs (1) through (7) in every subcontract or purchase 
order unless exempted by rules,regulations, or orders of 
the Secretary of Labor issued pursuant to section 204 of 
Executive Order 11246 of September 24, 1965, so that such 
provisions will be binding upon each subcontractor or 
vendor.  The Contractor will take such action with respect 
to any subcontract or purchase order as may be directed by 
the Secretary of Labor as a means of enforcing such 
provisions including sanctions for noncompliance: Provided, 
however, that in the event the Contractor becomes involved 
in, or is threatened with, litigation with a subcontractor 
or vendor as a result of such direction, the Contractor may 
request the United States to enter into such litigation to 
protect the interests of 
the United States. 

II.      CERTIFICATION OF NON-SEGREGATED FACILITIES 
(APPLICABLE TO 
CONTRACTS AND SUBCONTRACTS EXCEEDING
          $10,000)

          The Contractor certifies that it does not and 
will not maintain any facilities it provides for its 
employees in a segregated manner, or permit its employees 
to perform their services at any location under its control 
where segregated facilities are maintained; and that it 
will obtain a similar certification, prior to the award of 
any nonexempt subcontract 

 III.    EMPLOYER INFORMATION REPORT (APPLICABLE IF VALUE 
OF 
CONTRACT IS $50,000 OR MORE AND CONTRACTOR HAS
          50 OR MORE EMPLOYEES)

          Contractor agrees and certifies that it will file 
complete and accurate report 
(EEO-1) per the current instructions and file such other 
compliance                       
          reports as may be required under Executive Order 
11246, as amended, and 
rules and regulations adopted thereunder. 

 IV.    WRITTEN AFFIRMATIVE ACTION PROGRAM (APPLICABLE IF 
VALUE 
OF CONTRACT IS $50,000 OR MORE AND
          CONTRACTOR HAS 50 OR MORE EMPLOYEES)
         
          Contractor will develop an affirmative action 
compliance program for each of 
its establishments as required by 41 C.F.R. Part 60- 1.40 
and 60.2.
 



 

Field Trial Agreement No. 970097
Page 15 of 32
9/24/97

V.     CERTIFICATION OF COMPLIANCE WITH VETERAN 
RESPONSIBILITIES 
(APPLICABLE TO CONTRACTS AND
         SUBCONTRACTS OF $10,000 OR MORE)
 
         In accordance with the Vietnam Veteran's 
Readjustment Assistance Act of 1974 
and 41 C.F.R Part 60-250, as amended, the parties 
incorporate by
         reference the "Affirmative Action For Disabled 
Veterans and Veterans of the 
Vietnam Era" clause and such other regulations and contract 
clauses
         required to be made part of government contracts 
and subcontracts.
 
VI.    EMPLOYMENT OF THE HANDICAPPED (APPLICABLE TO 
CONTRACTS 
AND SUBCONTRACTS OF $2,500 OR MORE)
         In accordance with the Rehabilitation Act of 1973, 
as amended, Executive Order 
11758 and 41 C.F.R., Part 60-741, the parties incorporate 
by     
         reference the "Affirmative Action For Handicapped 
Workers" clause and all 
other regulations and contract clauses required to be made 
part of             
         government contracts and subcontracts. 

 VII.  UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL 
DISADVANTAGED BUSINESS CONCERNS (APPLICABLE WHEN GOVERNMENT 
CONTRACT IS EXPECTED TO BE OVER 
$500,000)

    (a)     It is the policy of the United States that 
small business concerns and small business concerns owned 
and controlled by socially and economically disadvantaged 
individuals shall have the maximum practicable opportunity 
to participate in performing contracts let by any           
                   Federal agency. 

    (b)     The Contractor hereby agrees to carry out this 
policy in the awarding of 
subcontracts to the fullest extent consistent with 
efficient contract performance.  The Contractor further 
agrees to cooperate in any studies or surveys as may be 
conducted by the United States Small Business 
Administration or the awarding agency of the United States 
as may be necessary to determine the extent of the 
Contractor's compliance with this clause.

    (c) As used in this contract, the term "small business 
concern" shall mean a small business as defined pursuant to 
section 3 of the Small Business Act and relevant 
regulations promulgated pursuant thereto. The term "small 
business concern owned and controlled by socially and 
economically disadvantaged individuals" shall mean a small 
business concern-

 (1)    Which is at least 5l percent owned by one or more 
socially and economically disadvantaged individuals; or, in 
the case of any publicly owned business, at least 5l 
percent of the stock of which is owned by one or more 
socially and economically disadvantaged
                             individuals; and

 (2)    Whose management and daily business operations are 
controlled by one or more of such individuals.

           The Contractor shall presume that socially and 
economically disadvantaged individuals include Black 
Americans, Hispanic Americans,
           Native Americans, Asian-Pacific Americans, 
Asian-Indian Americans and other minorities, or any other 
individual found to be  disadvantaged by the Administration 
pursuant to section 8(a) of the Small Business Act.
            
   (d)     Contractors acting in good faith may rely on 
written representations by their subcontractors regarding 
their status as either a small business concern or a small 
business concern owned and controlled by socially 
and economically disadvantaged individuals.

VIII.    SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS 
SUBCONTRACTING PLAN (IF SUBCONTRACT OF
            GOVERNMEN'T CONTRACT EXCEEDS $500.000)

            Contractor will adopt a subcontracting plan 
similar to the plan agreed to by 
Southwestern Bell Telephone Company.

IX.       UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES

  (a)     "Women-owned small businesses," as used in this 
clause, means businesses that are at least 5l percent owned 
by women who are United States citizens and who also 
control and operate the business.
 
          "Control," as used in this clause, means 
exercising the power to make policy decisions.

         "Operate," as used in this clause, means being 
actively involved in the day-to-day management of the 
business.
            
 (b)      It is the policy of the United States that women-
owned small businesses shall have the maximum practicable 
opportunity to participate in
                       performing contracts awarded by any 
Federal agency.

  (c)      The Contractor agrees to use its best efforts to 
give women-owned small 
businesses the maximum practicable opportunity to 
participate in the subcontracts it awards to the fullest 
extent consistent with the efficient performance of its 
contract.






Field Trial Agreement No. 970097
Page 16 of 32
9/24/97
Appendix B
SERVICES

 Program
 Objectives:                
 MSI will provide SWBT with high volume ADSL
  Fulfillment services and Customer Premises Equipment
  Installation and Maintenance services.
 
 SWBT's objective is to achieve high customer satisfaction
  for development of the ADSL CPE.


 Teaming:                  
 ADSL is a new network technology. Successful
  implementation of ADSL technology will require strong
  team work among SWBT and the MSI. As such, MSI
  shall provide a single contact for project management and
  coordination activities in all areas of presence
  throughout SWBT's territories in Arkansas, Kansas,
  Missouri, Oklahoma and Texas.

   At a future date, SWBT may wish to provide additional
    products to be implemented as part of this proposal.
    MSI shall promptly indicate its ability to support
    future requests.

 Market 
Opportunity 
   The SWBT estimate of the potential market for ADSL
    CPE installation and maintenance services is between
    10,000 and 30,000 sites over the next 18 to 24 months
    for business and residential markets. Installation
    rates of between 45 and 75 installations per day,
    throughout SWBT's territory, are anticipated.

 Geographic
 Territory
   Initially, four wire centers in the Austin area, 
starting in the fourth quarter of 1997.  Long term, 
beginning second quarter 1998, in major metropolitan areas 
throughout SWBT's five state territory.
 
   Thirty days from execution of this Agreement, MSI shall
    provide information which indicate its geographic
    coverage by zip-code.

 Program
 Schedule
 MSI shall have processes in place by October 1, 1997 for




Field Trial Agreement No. 970097
Page 17 of 32
9/24/97
    pre-deployment trials.  MSI to provide plan on how MSI
    will achieve this objective.
                                 
   MSI shall be prepared to provide fulfillment.  
Installation and Maintenance services of ADSL CPE to the 
market, in support of SWBT's ADSL roll-out, beginning in 
October,
                                    1997.

 CPE

   MS1 to receive CPE as consigned SWBT inventory stock,
 stage, provide equipment in pre-packaged installation kits 
to send to installers and end customers.
 
   Installation kits are defined in Attachment 4 of this
                                    Appendix.

   ADSL CPE has already been pre-selected by SWBT.
 Pricing
 Information               
   Pricing is outlined in Attachment 6 of this Appendix.  
MSI commits to fixed 2 year fixed pricing, independent of 
location beginning in October, 1997 for the following:
                                    
   Fixed fee, per site, for each of the Installation 
options as
   identified:
   ADSL modem and splitter (outdoor environment                         
ready) 
   Inside wire 
   Computer installation of browser software 
   Installation & configuration of NIC, including software 
installation 

   Fixed fee, per site, for each of the Maintenance 
options 
identified: 
   Next day parts 
   Next day onsite service 
   Same Day onsite service 
   Fixed fee per each requested delivery of pre-packaged 
installation kits to end customers upon order request from 
SWBT. 

  Fixed fee, per unit, for delivery of each of the 
installation kits as identified, with CPE ADSL modem with 
splitter, software, and NIC cards provided by SWBT. 

Installation

 

Field Trial Agreement No. 970097
Page 18 of 32
9/24/97


Installation Scope of Work for installing the ADSL Modem
And splitter, Network Interface Card, and wiring 
requirements are defined in attachments 1,2, and 3 
respectively.

MSI will provide detail information on what their proposed 
wiring methodology is for installing the wiring from the 
SWBT NID (Network Interface Device) to the ADSL 
modem in the residence, when using existing IW (inside 
wiring).  In cases where existing IW is not available or 
Cat 5, a Cat 5 home run. From NID to ADSL modem location, 
will be provided as defined in attachment 3 of this 
appendix.

Installation Requirements
SWBT will schedule the end customer installation 
appointment dates.  SWEBT will then communicate 
installation and maintenance schedule to MSI.

MSI normal installation hours shall be Monday through 
Friday, 7:30am to 9:30pm, CST/CDT.  MSI to provide fees for 
work performed outside normal installation hours.

MSI agree to provide capabilities for supporting 
installations and maintenance on 
Saturday.

MSI agrees to confirm ability to meet installation 
schedules per SWBT's commitment to customer.

MSI agrees to provide plan for making up missed 
appointments independent of scheduling rates for new work.

MSI agreed to be required to install the oldest inventoried 
equipment first to ensure warranty coverage is maintained.

MSI agrees to be required to maintain records on date of 
receipt of equipment by 
serial number.

Installation Completion
MSI agrees to complete the individual customer installation 
project upon successful 
establishment of either a bi-directional 384/256Kbps ADSL 
ATM PVP connection to 
the internet or corporate host.

Installation and checkout test plan is included as 
Attachments 1, 2, and 3.
Field Trial Agreement No. 970097
Page 19 of 32
9/24/97


MSI shall ship the installation kits from fulfillment 
center
 to customers who only want the CPE installation kits, as 
identified in Attachment 4 of this appendix, within five 
(5) working days of notification.

Wiring
MSI shall wire the ADSL modem to the ADSL modular 
termination jack and shall utilize the cord supplied with 
the ADSL modem.  (This cord will be two pair, Cat 3 wire 
with RJ14 terminations on both ends, not to exceed 20 feet 
in length.)  IW from the modular termination jack to the 
SWBT NID will be standard 24 or 26 gauge, CAT 3 wiring.  
Cabling to and from the OC to the ADSL Modem will be over 
10BaseT Cat 
2 cable.

MSI shall provide new wiring from the SWBT network 
termination  point, at the customers location, to the ADSL 
Modem as described in attachment 3

Maintenance
MSI will provide a toll free call center for maintenance 
and repair handling, including warranty handling.

MSI shall offer next day parts, same day onsite, next day 
onsite, and 2 day onsite maintenance.  Hours of operation 
shall be 7:30am to 9:30 pm CST/CDT, five (5) days 
a week (Monday - Friday).

Installation and Maintenance Field Service Requirements

MSI shall supply own transportation, including vehicles, 
licensed and insured drivers, 
and adequate liability insurance.

MSI shall immediately provide each of its own installers 
with PC/Mac Laptop with integral Ethernet and or ATM NIC 
card with SWBT ADSL Project software for testing and 
verifying proper operation including ADSL network testing. 

MSI shall provide testing software as required by SWBT to 
ensure proper operation of 
NIC card in OC.

MSI shall provide installers with appropriate tools, 
cabling, wiring, identification required to complete 
installations and maintenance dispatches on a 97% first 
time basis to the scheduled installation date, measured by 
dividing the number of first visit installations 
successfully
Field Trial Agreement No, 970097
Page 20 of 32
9/24/97


Completed on time by the number of scheduled installations.

MSI shall submit, a plan demonstrating how MSI intends to 
achieve this goal and 
what measurement tools are proposed to monitor status.

MSI shall supply all ancillary parts as required to support 
installation.

MSI shall provide all training to installers and 
maintenance personnel.

MSI shall provide a typical test platform at SWBT for each 
PC (such as ISA, PCI) or Mac that NIC card is installed 
with appropriate operating system software. (such as 
Windows 3.1, 3.11, or later version, Windows 95, Windows 
NT)

MSI shall be responsible for its own inventory and field 
logistics system; such systems must be described to SWBT, 
and must be adequate to support supplier's field operation 
in a manner which meets service level requirements.

MSI shall have and maintain capability to communicate by 
phone, fax, and e-mail.

MSI shall have the proven resources and financial strength, 
or demonstrate a plan to support SWBT in the deployment of 
the installations territory-wide in volumes.

MSI shall indicate the volume of installations and 
maintenance levels that MSI can commit to by zip-code on a 
per-week basis.

MSI shall provide the scope of their coverage by timeline 
both current and planned.

MSI shall provide toll free end customer telephone 
assistance to diagnose potential service issues and 
provide, at its expense, delivery, to the customer, a unit 
to replace the unit that is suspect.

MSI shall indicate what its capability to support 
installations for multi-language 
(including, but not limited to Spanish, Chinese, Tagalog, 
Japanese, Vietnamese, Portugese, etc.) and hearing impaired 
customers.


Field Trial Agreement No. 970097
Page 21 of 32
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Experience	
MSI shall identify past experience in fulfilling programs 
of this scope and magnitude.

MSI shall provide customer references for programs of 
similar scope and size.


Project			MSI shall provide a Project 
Manager, assigned to manage 
installations for Management	ADSL, for SWBT.   The Project 
Manager will manage this installation processes and work 
with the end customers, as well as the SWBT ADSL Customer 
Service Team, to ensure successful implementations.  The 
Project Manager shall be responsible for collecting, 
maintaining, and assembling all ADSL  specific 
documentation which will include at a minimum:

Deployment Plan with timeline, equipment standard 
templates, deployment locatins, protocols and addressing as 
defined by SWBT,  an inventory of equipment, including 
serial numbers and network installed, procedures for 
service calls, and equipment configurations.

MSI will supply resumes for proposed Project Manager.  
SWBT reserves the right to interview and accept or decline 
any proposed Project Manager.


Licenses
MSI shall be licensed for residential and business 
installations in SWBT's territory.  MSI shall have all 
required federal, state, county and city licenses to 
complete the ADSL installations successfully.

MSI shall meet all building codes as required by city and 
counties.

MSI shall comply with all applicable laws, rules and 
regulations.


Customer Satisfaction	
End Customer satisfaction is of key concern to SWBT.  
SWBT welcomes innovations where methods to increase 
customer satisfaction are addressed.

MSI shall provide how MSI intends to provide a safe 
installation to the end customer  without risk of personal 
safety or risk of loss of the end customers personal 
property (i.e. hiring and screening programs for new 
employees, safety training, etc.).






Field Trial Agreement No. 970097
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Tracking and Reporting
			
MSI shall provide a tracking and reporting format to track 
installations activity by day, week, and month, showing 
force to load, and actual schedule performance.  
Performance management reporting for volume of 
installations and maintenance activities is a mandatory 
requirement.

MSI shall provide  monthly performance reports that 
indentify, among other items; number and trend of calls, 
missed installations, second installations, equipment 
failure rates and customer satisfaction levels.

MSI shall provide sample reports, and the methods used to 
gather the data upon which these reports are base.

MSI shall specify how each piece of serialized equipment 
will be tracked and identified, and reported to SWBT  for 
provisioning and warranty tracking purposes .

Timelines
			MSI shall provide an overall program 
implementation 
timeline.

Subcontracting	
MSI shall provide a list of potential major sub-contractors 
that MSI may use to implement this project with their 
qualifications.

SWBT reserves the right to decline the use of any proposed 
sub-contractor.









Field Trial Agreement No. 970097
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Attachment 1

Installation Services 
ADSL  Modem and Splitter

MSI shall perform the following services in the 
installation, configuration and testing of the ADSL Modem 
and passive splitter.  Installation shall include; physical 
installation of ADSL  modem, connecting to power, 
attaching modem to the ADSL network, configuration of ADSL 
Modem, installation of operating software, checkout of 
operation, and demonstration to customer of connection.

Installation crew will call the business customer the day 
before the installation is to commence to remind the 
customer that the installation is to take place the 
following day either in the morning or afternoon.

Configuration

Configuration parameters will be set at the manufacturer's 
recommended defaults, or as defined by SWBT.  Specific 
customer requirements will be accommodated during the 
configuration and installation process.  MSI will confirm 
the use of web service to ensure ADSL connectivity with the 
ISP or corporate location.  Full operational testing of all 
the parameters of the local software and it's inter-
operation with the ADSL network may be at an 
additional fee.

Protocol Addressing

Protocol addressing for the customers PC or Mac (NIC) to 
allow the ADSL  Modems to communicate with the host or 
Internet shall be defined by SWBT  and will be provided for 
in the configuration of the unit.  Although the ADSL  modem 
will supoort one Internet connection, the installer shall 
be able to support interconnecting to one of 20 different 
Internet Service providers script, to be provided by SWBT.

Other specific addressing or configuration requested (i.e. 
other Group Address, SNMP, etc.) is the responsibility of 
customer to provide. 

Physical Placement of Unit

The ADSL  modem will be placed as instructed by customer 
and may be either wall or desktop mounted.  Typical 
installation is expected to be desktop mounting.  The 
appropriate hardware for each instance will be 
provided by SWBT.   Cables from unit to the "telco" jack, 
and ADSL Modem to terminating equipment (for example PC or 
Mac) will be connected.  Appropriate cable lengths should 
be ordered and supplied with the unit to be installed.  
Power outlets to be provided by customer and shall be 
within 5 feet 
of the ADSL modem.




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ADSL Modem Network Testing

Step 1, Configuration Process

1. Ensure PC and ADSL  modem powers on
2. Ensure configuration is taken by PC  and ADSL modem
3. Ensure ports can be seen by software and are 
configurable

Step 2, Test Connection to ADSL WAN Network

1. LAN  and phone circuits are active and working properly
2. Network protocol is active
3. Addressing is not causing errors
4. Protocol is up
5. Review for network errors (lost packets, short frames, 
CRC, etc.)

Step 3, Test Other Connections 

1. LAN  or Serial port is active
2. Protocol is up
3. Addressing is not causing erros

Installation Compete

	Installation is complete when:
1. ADSL Modem and PC is configured per manufacturer 
specifications or other customer required configuration.
2. ADSL Modem and PC is connected to SWBT network.
3. ADSL Modem and PC has been tested with network service 
provided by 
SWBT (or other carrier as appropriate and available) and 
connection with CO end established.
4. ADSL Modem and PC operates as per manufacturer 
specifications

Installer (s) shall I leave behind a customer satisfaction 
survey for customer to fill out 
and mail to SWBT.





Field Trial Agreement No. 970097
Page 25 of 32
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Attachment 2

Installation Services
Ethernet or ATM 25 Mbps IBM PC Compatible
Network Interface Card (NIC) Installation 

MSI will install and configure either a 10BaseT Ethernet 
Network Interface Card (NIC) or a 25 Meg ATM NIC card as a 
connecting product to the ADSL Network modem.  The NIC may 
be either ISA or PCI form factors.  The installation 
includes opening of the PC or Mac, inserting the NIC and 
adding the driver software provided with the NIC.  
Configuration of the NIC software is based on a specific PC 
class with specific software provided by SWBT to run on a 
IBM class PC operating Windows 95 or Mac running System 7.  
Other optional configurations may be defined as part of 
this RFP in further attachments.  MSI will develop a 
specific installation script on the installation process to 
be approved by SWBT.  Customer must have a minimum 
configuration as defined by SWBT to operate with the ADSL 
network.

Configuration

Configuration parameters will be set at the manufacturer's 
recommended defaults for software selectable interrupts and 
jumper settings.  Specific customer requirements shall be 
accommodated during the configuration and installation 
process when made available to the onsite MSI technician or 
Project Coordinator, as approved by SWBT, prior to 
installation.  MSI shall load the software in a separate 
directory and called up by the software command specified 
by the software.

Physical Placement of Unit

The NIC will be installed in the desired PC where slots are 
available.  An appropriate cable for connecting the NIC to 
the ADSL modem will be supplied with the unit to be 
installed.  Additional cables or longer cables, if 
appropriate, but not to exceed 20 feet in length, shall be 
provided by the 
installer technician.

Connecting Device Testing
	Level 1 Testing:
	
	During configuration process:
1. Ensure PC and NIC powers on properly,
2. Ensure configuration is taken by device
3. Ensure NIC can be seen by software and is configurable
4. Ensure that the NIC can transfer data from the PC to the 
ADSL modem 
and netowork.






Field Trial Agreement No. 970097
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Installation Complete

NIC Installation Complete
1. NIC is configured per manufacturer specifications or 
ADSL specific required configuration.
2. NIC is connected to ADSL modem.
3. NIC accepts software drivers and operates as per 
manufacturer specifications to the ADSL  modem.  
4. PC is able to browse the desired web site successfully 
on the ADSL 
network. 

Installer(s) shall leave behind a customer satisfaction 
survey for customer to fill out 
mail to SWBT. 



Field Trial Agreement No. 970097
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Attachment 3

Inside Wiring
(TW)

Residential

MSI shall provide, at its expense, new residential wiring 
from the ADSL  Modem connection to the SWBT network 
interface device 
(NID) at the residence.

The MSI shall perform the following: audit the (NID),  
determine which pair is in use for the ADSL connection, 
install the ADSL splitter in the NID,  or other adjacent 
SWBT approved enclosure, per SWBT provided instructions, 
ensure conditioning on the pairs, install new telco grade 
Cat 3 wire (24 gauge) up to 150 feet of telephone cable to 
the ADSL modem, provide termination in wall for ADSL 
network connection via modular termination jack, place ADSL  
modem in properly vented location, and connect the 
appropriate cables to the ADSL  modem and PC or Mac. 

If wiring is performed separately than at time of 
installation of 
ADSL  modem or NIC, Installer(s) shall leave behind a 
customer satisfaction survey for customer to fill out and 
mail to SWBT.

Business Wiring

Wiring for ADSL in a business environment will follow 
SWBT/MSI 
standard business practices.  Before a Proposal is 
proposed, MSI shall perform a walk through for estimating 
costs to accurately estimate the costs of the installation.  



RESTRICTED-PROPRIETARY INFORMATION

Field Trial Agreement No. 970097
Page 28 of 32
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Attachment 4

ADSL Installation Packs

Option 1
MSI will sent Installation Pack to customers who perform 
their own ADSL modem 
installation 

		ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor 
boots for wiring connections provided if required.)  (A 
separate splitter enclosure may also be included.) 
ISP browser software, as required.
Windows '95, Windows for Workgroups 3.11, Windows 
NT 3.51, Windows NT 4.0 or Mac client software driver 
stack for the NIC being used.
ADSL RJ11 OR modular termination jack.
ADSL network line interconnection cable to the modem, 6 
foot length.
10BaseT cable, 6 foot length.
`How to' instructions guide.
Modem Manual, or other manufacturer's instructions.
Misc. screws and plastic parts.
100 foot of telco interconnection cable.
Box marked with PB and SWBT logo.

Option 2
MSI will sent Installation Pack to customers who perform 
their own ADSL  modem 
and NIC card installation

ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor 
boots for wiring connections provided if required.) (A 
separate splitter enclosure may also be included.) 
Ethernet NIC with software drivers. ISP browser software, 
as required.
Windows '95, Windows for Workgroups 3.11, Windows 
NT 3.51, Windows NT 4.0 or Mac client software driver 
stack for the NIC being used. ADSL RJ11 OR RJ14 modular 
termination jack. ADSL network line interconnection cable 
to the modem, 6 
foot length.
10BaseT cable, 6 foot length.
`How to' instructions guide.
Modem Manual, or other manufacturer's instructions.
Misc. screws and plastic parts.
100 foot of telco interconnection cable.
Box marked with PB and SWBT logo. 


Field Trial Agreement No. 970097
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Option 3
MSI will sent Installation Pack to installers to perform 
the ADSL  modem 
installation for customers

ADSL Modem.
ADSL Splitter (Outdoor environment ready, with outdoor 
boots for wiring connections provided if required.)  (A 
separate splitter enclosure may also be included.)
ISP browser software, as required.
Windows '95, Windows for Workgroups 3.11, Windows 
NT 3.51, Windows NT 4.0 or Mac client software driver 
stack for the NIC being used.ADSL RJ11 OR RJ14 modular 
termination jack.
ADSL network line interconnection cable to the modem, 6 
foot length. 10BaseT cable, 6 foot length.
Modem Manual, or other manufacturer's instructions, for 
customer.

Option 4
MSI will sent Installation Pack to installers who perform 
the ADSL  modem and NIC  card installation for customers

ADSL Modem
ADSL  Splitter (Outdoor environment ready, with outdoor 
boots for wiring connections provided if required.)  A 
separate splitter enclosure may also be included.)  
Ethernet NIC with software drivers. ISP browser software, 
as required.Windows'95, Windows for Workgroups 3.11, 
Windows NT 3.51, Windows NT 4.0 or Mac client software 
driver stack for the NIC being used.ADSL RJ11 or RJ14 
modular termination jack.ADSL network line interconnection 
cable to the modem, 6 foot length.10BaseT cable, 6 foot 
length. Modem Manual, or other manufacturer's instructions, 
for 
customer.







Field Trial Agreement No. 970097
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Attachment 5

FULLFILLMENT CENTER

MSI's Fulfillment Center

1. The fufillment Center will have all selected ADSL CPE 
and installation componenets readily available for sale to 
SWBT customers (i.e. Self-Installers), within 5 business 
days of receipt of an order from SWBT.
2. MSI  Fulfillment Center will provide weekly reports to 
SWBT which track the delivery and servicing of CPE.
3. MSI Fulfillment Center will deliver CPE  directly to 
SWBT customers or designated installation partners within 
intervals determined by SWBT; currently SWBT's expectation 
is that 5 business days would be the maximum delivery time 
anywhere in anywhere in SWBT territory, and delivery 
volumes may eventually be greater than 75 ADSL  kits per 
day.
4. MSI Fulfillment Center will support all warranties, 
exchange policies and discount structures offered by the 
manufacturer (s) defined by SWBT.
5. MSI  Fulfillment Center employees will provide 
manufacturer instructions and/or any other provided 
collateral for CPE  use to customers, as required.
6. MSI Fulfillment  Center will provide a toll free number 
for customer support.  The number will be included in the 
CPE packaging.
7. MSI will be required to have and/or implement a program 
to perform pre-employment screening, bonding, and safety 
training prior to having it's employees perform services on 
behalf of SWBT.

Installation and Maintenance

8. MSI will have the necessary tools, equipment, and 
transportation to install ADSL CPE components.
9. MSI will have a logistics system in place to efficiently 
receive and distribute CPE  to the installer responsible 
for the installation within the intervals determined by 
SWBT.
10. MSI will have a process to adequately handle force to 
load issues and scheduling for timely installation of CPE 
that customers have selected.
11. MSI's Installation and Maintenance function will 
support all warranties, and 
exchange policies offered by the manufacturer(s) selected 
by SWBT.
12. MSI  will provide weekly reports to SWBT which track 
the receiving time from the Fulfillment center, the 
interval from receipt of equipment, to the time the 
customer order is completed; and tracking of orders not 
completed on the first visit.
13. MSI will provide customers with instructions on how to 
use the ADSL service, and demonstrate to the customer that 
the service is in working order before leaving the 
premises.
14. MSI will hand the customer satisfaction survey to allow 
the customer to provide feedback to SWBT concerning the 
quality of services provided.
15. MSI shall provide all CPE components with backup 
supplies to each installer.MSI shall provide respond to CPE 
trouble calls within the interval period determined by 
SWBT.  (Currently expected to be 4 hours or less from 
receipt of trouble call based on a rolling clock.  A 
rolling clock is defined as any hourly increment being 
rounded to the next hour i.e. a call received at 1:05 P.M. 
will be counted as received at 2:00 P.M.) 



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17. MSI shall provide trained personnel to successfully 
install multiple ADSL configurations, and to be able to 
handle a multitude of installation variable.18. MSI will be 
required to have and/or implement a program to perform pre-
employment screening, bonding, and safety training prior to 
having its employees perform services on behalf of SWBT.
19 MSI will work with SWBT to implement a process to 
accommodate language dependent customers.
20 At SWBT's request, the MSI installation and Maintenance 
force will make all necessary arrangements to accommodate 
hearing impaired customers.  This includes, but is not 
limited to, the ability to interact with a 
Telecommunications Device for the Deaf (TTY).
21.  MSI is required to handle all SWBT geographic regions, 
by zip code (preferred) or by County, for the full range of 
installation and maintenance services. 
 











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 
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 
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 
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 
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..
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 
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.
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.
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 INTERST 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, 
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 
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. PALCE 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 RESPONSIBLITIES.  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.
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 
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 
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 
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 
decisiion.
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 
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 BondWithin 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			
	501 Waller St.        Deputy 
                            Purchasing 
                            Officer
					
	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
Compaq			Computer Solutions, 
San  Antonio, TX
NEC                     Computer Solutions,
 San Antonio, TX

This item is scheduled for action by Council on 
April24, 
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.

Texas Migrant Council


 Estimated Value of Contract: $1,000,000


 Scope of Contract: 4 state, 80 city Wide Area Network
 via the Internet.


Transactive

 Estimated Value of Contract: $240,000

Scope of Contract: Installation and service of Parks & 
Wildlife machines and Lone Star Card machines statewide.


TXDOT


  Estimated Value of Contract: $400.000


Scope of Contract: Provide computer Hardware,
 Software and networking equipment.


Texas Department of Health

Estimated Value of Contract: $200,000

 Scope of Contract: Provider of computer Hardware and 
Software.
Texas Department of Health

 No formal contracts

 Competitive Bids 

Sample Purchase order issued upon award 




APPENDIX A

RJ 45 connector- UIP (must be capable of operating with 
Grade 5 UTP/ STP wiring)
DMA BUS Master
All hardware has two year Next Business Day on site 
warranty

Recommended Products: Allied Telesis AT- I 500T Ethernet 
NIC Card

ITEM 15- Standard Workstation Wiring 256 UNITS

In projecting this price, vendor should use an average 
length of one hundred and fifty   
( 150) feet of plenum rated, Category 5 UTP cable per drop. 
All cable and work must 
meet or exceed specifications outlined in TERMS AND 
CON'DITIONS, Section 27 - 
Ethernet Cable Installation 

 ITEM 16 - Backup/Archival System 34 UNITS

MINIMUM SPECIFICATIONS
External drive, self powered 2 GB Capacity without using 
Data Compression
SCSI controller
SCSI cable to connect controller to drive
Backup software (must be Cheyenne .NLM based)
All hardware and software must be 100% NOVELL NetWare 4.1 
compatible
All hardware has two year Next Business Day on site 
warranty

Recommended Products: EXABY1E FS4000 tape drive with 
ADAPTEC 1510 SCSI 
interface card and Cheyenne.NLM based backup software.

 ITEM 17 - SP LaserJet 4+ Network 39 UN1TS

MINIMJM SPECIFICATIONS
HP LaserJet 4+ network laser printer with:
600 x 600 DPI resolution
45 Internal scaleable fonts (10 Truetype Fonts)
Ability to add Post Script (Adobe Type 1) SIMM
8 pages per minute or greater
HP JetDirect Ethernet Interface Card
8 Megabytes installed memory
Two (2) additional toner cartridges
All hardware has two year Next Business Day on site 
warranty (excludes toner 
cartridges)


Recommended Products: HP LaserJet 4+ laser printer with 8 
Mb installed memory, an 
HP JetDirect Ethernet Interface Card and three (3) toner 
cartridges. 




APPENDIX B
up to 90 percent (non-condensing)


Standalone, external modem with LED indicators for receive 
data, transmit data, 
carrier detect
Cable to connect modem to rnicrocomputer included

CCI1T Group 3/EL4~ TR29 Class 2 fax capability
All hardware has two year Next Business Day on site 
warranty

Recommended Products: Multitech MultiModem II 1932ZDX and 
six foot serial cable. 

 ITEM 20 - POWERCHUTE UPS Software				 32 
UNITS
 ITEM 21 - NOVELL NetWare 4.1 (25 User) 			 32 
UNITS
 ITEM 22 - WordPerfect 5.1+ (or greater) for DOS	
		 35 UNITS
 ITEM 23 - REACHOUT Remote Communications Software 	
	 34 UNITS
 Version 4.02 or greater
 Host and Remote


 ITEM 24 - LANTASTIC Network Operating System 		     
1 UNIT
 Version 6.0 or greater


 





APPENDIX C

Inventory Considerations 

New equipment: The Vendor shall affix a "Property of Texas 
Department of Health Tag" on all equipment purchased by the 
State Agency as appropriate within the general 
operating constraints of the equipment. The State Agency 
will provide these tags to the Vendor along with any 
pertinent instructions on their proper use. The State 
Agency 
contact for TDH Property tags is:
Petra Moher
MAMD
Texas Department of Health
1100 West 49th Street
Austin TX 787S6

Inventory update listing: An inventory listing of all new 
equipment being supplied to the public heal h clinic by the 
Vendor shall be provided to the State Agency Designate 
before payment to the Vendor can occur. This listing must 
contain the following: TDH Tag Number (if applicable) 
Serial Number Description Brand Name Model Number 
Location Delivered (Address of Location) Date of Deployment 
Invoice Number Invoice 
Item Number 

The State Agency Designate is:
Dick Young
ICES Project
Texas Department of Health
1100 West 49th Street
Austin TX 787S6


NOTE: If the Item being delivered is to be installed within 
another piece of TDH property the Vendor will be expected 
to identify the TDH tag number of the equipment 
containing the new item(s). For e.xample, netuork interface 
cards installed inside TDH workstations - the serial number 
of the NIC card must be linked with the TDH number 
of the existing workstation. 

Movement of TDH property under warranty: During the course 
of the warranty period it is anticipated that equipment may 
be replaced or removed from the public health 
clinic site for repair. The vendor is expected to provide 
the State Agency updated inventory information as it 
becomes available on a timely basis to be agreed upon by 
mutual consent 

The Vendor must provide a point of contact, local to the 
Austin area, for questions 
pertaining to inventory issues. 

Texas Department of Health

February 7,1995

Re: Request For Pricing (RFP)
Contract Catalog Procedures
Integrated Client Encounter System Procurement
Reqn. No.: 501-5-11547
Return Deadline: 1:00 PM, January 11, 1995

Dear Mr. Chavez,

The Texas Department of Health (70H) Materials Acquisition 
and Management Division (MAMD) has developed this Request 
For Pricing (RFP) for the referenced procurement. The 
enclosed specifications, terms and conditions are provided 
in order to allow submittal of a more complete, accurate 
response to TDH-MAMD's requirements for the expansion of a 
project being undertaken by The Associateship of 
Information Resources Management (IRM). 

The detailed description of this project can be summarized 
as follows. First, the IRM will be automating local health 
clinics in four counties with the Integrated Client 
Encounter System (ICES) software. Second, the IRM will 
install approximately 33 public health clinic networks with 
Ethernet topology (see Appendix B for clinic locations). 
Third, the public health clinic networks will be installed 
with LAN Network Operating Systems and equipment. Fourth, 
the IRM will purchase a two year on site maintenance 
contract for specified equipment (see Appendix A, Item 
Descriptions, for specifications). Fifth, the entire 
project may be repeated at approximately thirty (30) 
additional sites in the Texas Rio Grande Valley area. A 
supplemental Itemized Price Evaluation Sheet and revised 
Appendix detailing the equipment each site is to receive 
will be provided for the additional sites. The 
specifications, negotiated points, terms and conditions 
resulting from the award of the initial project will be 
applied for the additional sites. 

Given the magnitude of this project and the implementation 
and support issues it creates, the Department has 
determined it advantageous to attempt to find one Qualified 
Information Services Vendor capable of handling this 
project. The detailed specifications and general 
considerations are outlined in the accompanying documents. 
TDH may issue addenda based on any questions you may have. 
The primary contact for technical questions about this 
Request for Pricing is Mr. Roger Haney at (512) 836-
0828 or fax (512) 836-1540. 




Texas Department of Health


 David R. Smith, M.D. 1100 West 49th Steet Carol S. Daniels
 Comrnissioner Auur,tin, Texar, 78756-3199 Deputy 
Comniissioner for Programs


(512) 458-71 1 1
Roy L. Hogan
Deputy Commissioner for Administation


February8, 1995


Re: ICES Project Catalog Contract Purchase, Requisition 
Number 501-5-11547


Dear Mr. Chavez,


The Texas Department of Health ICES Project will accept the 
following equipment at 
this time



(RFP), Requisition Number 501-5-11547: 

 ITEM 1: ALR Evolution V STe 90 File server with two (2) 
Adaptec AHA2940 PCI-
SCSI
 controller cards
 ITEM 2: ALR Evolution V STe 90 File server with two (2) 
Adaptec AHA2940 PCI-
SCSI
 controller cards
 - ITEM 3: Two (2) Fujitsu Model M2694 SCSI Hard Drives in 
two (2) CRU four bay 
drive
 enclosures
 ITEM 4: Four (4) Fujitsu Model M2694 SCSI Hard Drives in 
two (2) CRU four bay 
drive
 enclosures
 ITEM 7: ALR Evolution X workstations
 ITEM 8: ALR Evolution X workstations
 ITEM 11: Allied Telesen CenterCOM 3612T-A9 Concentrator
 ITEM 12: Allied Telesen AT1700+ Ethernet 10BaseT Network 
Interface Card
 ITEM 13: Allied Telesen AT1500+ Ethernet 10BaseT Network 
Interface Card
 ITEM 15: Exabyte FS4000 Tape drive with AHA1510 SCSI 
interface card and 
Cheyenne
 .NLM software
 ITEM 16: HP Laserjet 4+ printer
 ITEM 17: APC Smart-UPS 1250
 ITEM 18: Multitech MultiModem II 1932ZDX with six (6) foot 
serial cable


Any items not listed above are covered under Appendix A of 
the Request for Pricing 
(RFP) without


need for additional clarification. 

Sincerely,
_ XX 4n
Dick Young
Program Specialist, ICES Project

HISTORICALLY UNDERUTILIZED BUSINESS

Good Faith Effort compliance: 

Per Texas Civil Statutes Art. 60 lb   3 10 and S.36, State 
agencies are required to make a good faith effort to assist 
HUBs in receiving at least 30% of the total value of ail 
contract awards issued by the State. " Historically 
Underutilized Business" is defined in Texas Civil Statutes 
Art. 601b   1.02(3). "Total value of all contract awards" 
includes the value of subcontracts. Therefore, any 
business. (Prime Contractor) that contracts with the State 
is expected to make a good faith effort to assist HUBs in 
receiving at 
least 30% of the total value of subcontracts that the Prime 
Contractor awards on State contracts. A subcontractor is an 
entity that enters into a contract with a Prime Contractor 
to provide a portion of the goods or services for which the 
Prime Contractor is responsible under the terms of its 
contract with the State. To make such a good faith effort, 
the Prime Contractor should comply with the Governor's 
Executive Order criteria set forth below 

1. To the extent consistent with prudent industry practice, 
divide the contract work into the smallest feasible 
portions. 

2. Notify HURs of the work that the Prime Contractor 
intends to subcontract. The notice shall include a copy of 
the specifications, adequate information about the plans, 
scope of work, and requirements of the work: to be 
subcontracted, in order to allow all interested parties the 
opportunity to participate effectively. The Prime 
Contractor 
should provide written notice with sufficient time to allow 
all interested parties the opportunity to participate 
effectively. The Prime Contractor should send notice to at 
least 5 businesses in the current General Services 
Commission (GSC) HUB directory that perform the type of 
work required. If the GSC HUB directory does not have at 
least 
S businesses, then the Prime Contractor should send the 
required notice to HUBs on other government agency listings 
or other organizations' listings that provide assistance 
in identifying minority and women-owned enterprises. If a 
Prime Contractor uses sources other than the GSC HUB 
directory, syubcontractors selected will have to be 
certified by GSC or provide proof of certification from the 
Federal Government SBA 8a Program defined in Federal 
Regulation IS USC 637(a) and 636(j). 

3. In certain instances the Prime Contractor will be 
requested to explain why a HIJB was not hired for specific 
work This shall include: a) instances where the Prime 
Contractor selects a subcontractor through means other than 
accepting quotes; and b.) instances where, after accepting 
quotes, the low responsive vendor was a HUB and was 
not the awarded subcontractor. 



4. Maintain records of all the foregoing activity and the 
report quarterly to the Texas Depatrnent of Health (TDH) in 
the format required by TDH.

S. Contracting Parties that lease space to the State should 
follow the foregoing steps with regard to all goods and 
services provided for the leased space after commencement 
date of the lease. 





Historically Underutilized Business (HUB)
TDH Guidelines for Achieving (HUB-GUIDE)
GOOD FAITH EFFORT


In making a determination that a good faith effort has been 
made (for contracts over $ 100,000), the check list below 
shall be completed, with documentation attached explaining 
in what ways the Prime Contractor has made a Good Faith 
Effort according to each minimum requirement. This list is 
not exclusive or exhaustive and in an appropriate case 
Texas Department of Health (TDH) shall consider other 
relevant 
factors or tapes of efforts. The TDH shall consider not 
only the different kinds of efforts the Prime Contractor 
has made, but also the quantity and intensity of those 
efforts. The Prime Contractor is requested to complete this 
form. 

(1) Did the Prime Contractor provide notices to at least 
five HUBs with the skills and 
ability to perform the type of work required ? 

(2) Did the Prime Contractor advertise in general 
circulatio4 trade associatio4 and/or 
minority/woman focus media conceming subcontracting 
opportunities ? 

(3) Did the Prime Contractor provide written notice to a 
reasonable number of HUBs allowing sufficient time for HUBs 
to participate effectively ? 

(4) Did the Prime Contractor divide the contract work into 
the smallest feasible portions in order to increase HIJB 
participation ? 

(5) Did the Prime Contractor document reasons for rejection 
? 
(5a) Was a written rejection notice including the reason 
for rejection sent to the rejected HUB ? 

(5b) Was a meeting held between the Prime Contractor and 
the price rejected HU13 to discuss the rejection?

(6) Did the Prime Contractor follow up initial 
solicitations of Interest by continuing certified HUBs to 
determine with  certainty whether the HUBs were interested 
? 

(7) Did the Prime Contractor provide HUBs with adequate 
information about bonding, insurance, the plans, 
specifications, scope of work and requirements of the 
contract? 

(8) Did the Prime Contractor negotiate in good faith with 
interested HUBs, not rejecting HUBs who qualify as lowest 
and responsive vendors ? 

(9) Did the Prime Contractor effectively use the services 
of available minority and women; community organizations 
contractor groups; local, State, and federal business 
assistance offices, and other organizations that provide 
assistance in the identification 
of HUBs ? 


Micro-Media Solutions, Inc. 

List of References

1. Sema
Mike Candelas, President
701 8razos, Suite 300
Austin, Texas 78701
512-320-5701
54 Nodes

2. IMS Media
Jay Juba, Vice-President
1120 Capitol of Texas Highway South
Building 3, Suite 300
Austin, Texas 78746
512-329-7264
51 Nodes

 3. CompuAdd Corp
Thomas Hardt
12303 Technology Blvd
Austin, Texas 78727
512-3454585 (BCM, Thomas Hardt)
 150 Node Network

 4. HQ Air Intelligence Agency
Communications- Computer Engineering and Installation 
Services
Ms. Doris Brown
(210) 977-2821
(F41621 49-1D-7003)
(Teaming Partner- Optech)
240 Nodes

 5. Kelly AFB
Systems Engineering Support
Ms. Brenda Dillard
(210) 536-5292
(F41624-93-CZ024)
(Teaming Partner- Optech)
60 Nodes



13. Canutillo Health Center
300 Farm Road
El Paso, Texas 79853 8 Node Network 

14. Northeast Clinic
5587 Transmountain
 El Paso, Texas 79924
 12 Node Network

15. San Juan Clinic
 6292 Trowbridge Street
 El Paso, Texas 79905
 5 Node Network

16. Tigua Health Center
 7869 San Jose Road
 El Paso, Texas 79915
 8 Node Network

17. Williamson County Health Clinic
 100 West 3rd Street
 Georgetown, Texas
 17 Node Network

18. La Porte Health Center 911 South 8th Street 
La Porte, Texas 77571 9 Node Network 

19. Antoine Health Center 7020 Antoine 
Houston, Texas 77088 15 Node Network 

 20. Humble Health Center
 1730 Humble Place
 Humble, Texas 77338
 17 Node Network

21. Westside Clinic
 5195 Mace Street
 El Paso Texas 79932
 5 Node Network
 

Texas Department of Health

The Texas Department of Health (TDH) Materials Acquisition 
and Management (MAMD) has requested information, pricing 
and clarifications for the Integrated Client Encounter 
System (ICES) hardware, software and installation 
procurement. The 
enclosed Request For Pricing (RFP) # 501-5-11547, 
pecifications, terms and conditions (T & C's) dated 
February 7, 1995, constitute the specifications, T & C's 
under which this contract shall be performed. The prices 
incorporated herein are in accordance with the fore 
mentioned documents. By signature hereof, Micro Media 
Solutions (hereafter referred to as Contractor) certifies 
full obligation to comply with all conditions attached and 
stipulated in the aforementioned documents (except as 
superseded by the attached T&Cs). The State will not be 
bound by any oral statement or representation, contrary to 
the written specifications or conditions attached and 
stipulated in the aforementioned documents (except as 
superseded by the attached T&C's). 
















EMPLOYMENT AGREEMENT
BETWEEN
MICRO-MEDIA SOLUTIONS, INC.
AND 
JOSE CHAVEZ


THIS AGREEMENT dated June 15, 1997 (hereinafter called the 
("Agreement") by and among MICRO-MEDIA SOLUTIONS, INC., a 
Utah corporation and Jose Chavez (the "Executive")

WITNESSED THAT:

WHEREAS, Jose Chavez has this date acquired 7,125,000 
shares of the capital stock of MSI and

WHEREAS, the Executive founded Micro-Media Solutions, Inc. 
of Texas (MSI) and has served as an executive officer of 
MSI for the past five (5) years and is familiar with the 
operations and business of MSI, and has over 20 years of 
related experience.

WHEREAS, MSI desires to secure the services of the 
Executive in the continued conduct of the operations and 
business of MSI, and

WHEREAS, the Executive desires to be employed in the 
continued conduct of the operations and businesses of MSI 
and

WHEREAS, MSI is a public traded company based in Austin, 
Texas and a wholly owned subsidiary of MSI Utah.  The 
corporation was formed to provide computer hardware, 
software programming, system support, maintenance, media 
duplication, kitting, and related services to the public 
and private sectors.  MSI is a minority owned business that 
is HUB certified to du business with state and corporate 
clients.  The principals in the firm have significant 
computer related experience and it is imperative that the 
MBE/HUB status be maintained as long as possible.

At the date of the public company transaction the Hispanic 
makeup working in the company controlled 71% of the company 
ownership with the Executive owning 66%.  Now, therefore 
the Executive will receive a matching stock % of new stock.  
To remain in control of MSI (51.5%) until MSI's graduation 
from HUB status.

NOW, THEREFORE, in consideration of the premises and of the 
mutual covenants and agreements contained herein, the 
parties hereto, intending to be legally bound, agree as 
follows:

ARTICLE 1

EMPLOYMENT

Section 1.01. Employment.  MSI shall employ the Executive, 
and the Executive shall serve MSI, in an executive capacity 
in accordance with the terms and conditions hereof.

Section 1.02. Employment Period.  The Executive shall be 
employed from June 23, 1997 hereof through March 31, 2001 
inclusive, subject, however, to prior termination as 
hereinafter provided in Article II hereof (such period of 
employment being hereinafter called the "Employment 
Period").  In addition, the employment period will cover 
two (2) one year employment extension options to be 
mutually agreed between:

Section 1.03. Duties.  Commencing with the beginning of the 
Employment Period, the Executive shall perform the duties 
of President/CEO of MSI, as such duties are set forth in 
the By-Laws of MSI subject always to the direction and 
control of the Board of Directors of MSI Texas and Utah.  
The Executive shall devote his entire working time and 
attention to and will use his best energies and abilities 
in the performance of such duties to the reasonable 
satisfaction of MSI.  Such duties shall be performed at 501 
Waller Street, Austin, Texas subject to travel to such 
place or places as the interest, needs, business, or 
opportunities of MSI shall require.


Section 1.04 Conflicting Activities.  During the Employment 
Period the Executive shall not engage in any other business 
activity which might interfere with the devotion of his 
entire working time to serving MSI and performing his 
assigned duties.

Section 1.06. Compensation.  During the Employment Period, 
the Executive shall receive as compensation for his 
services an annual salary of not less than $100,000.00 per 
annum.  MSI shall reimburse the Executive for all 
reasonable out-of pocket expenses incurred in the lawful 
ordinary course of his employment which are properly 
reported to MSI in accordance with its accounting 
procedures.  At the end of fiscal year, the Executive will 
be granted a five year option to purchase up to 100,000 
shares of common stock at a price of $1.50 per share 
excerciseable for a period of 5 years commencing July 1 of 
each year.

Section 1.07.  Employee Benefits.  During the Employment 
Period, the Executive shall be eligible to participate in 
all of MSI employee welfare, benefit and vacation plans and 
arrangements in accordance with their terms as in effect 
from time to time which are applicable to employees of MSI 
similarly situated.  The Executive will be required to take 
at least 3 weeks of vacation each calendar year.

Section 1.08.  Bonus.  During the Employment Period, the 
Executive shall have the right to a Bonus, at the 
discretion of the Board of Directors.  The Bonus will 
consist of cash and common stock and will be based upon 
performance, revenues, and common stock value.  The base 
for the calculation of the bonus at the end of each fiscal 
year will be as follows:

Revenue        $10,000,000
Common Stock
     Value        $3.00

For each ten percent increase in revenues from year to year 
(base year revenue 1998), the Executive will be issued 
100,000 shares of common stock at 50% the then current 
market value, not to exceed $1.70 per share.

For each $1.00 increase in the common stock value above the 
base common stock value (highest previous level), 
calculated on the last 90 day average, the Executive will 
be paid a cash bonus of $100,000 due no later than June 30, 
of each fiscal year.        

Section 1.09. Automobile.  During the Employment Period the 
Executive shall be provided an automobile allowance up to 
$650.00 per month for an automobile to be used in business 
use.

ARTICLE II

TERMINATION

Section 2.01.  Death and Incapacity.  If the Executive dies 
during the Employment Period, his employment hereunder 
shall immediately terminate.  If during the Employment 
Period the Executive shall become unable to continue to 
perform his duties hereunder because of physical or mental 
incapacity or disability of a nature reasonably expected to 
continue for more than three years, then MSI may terminate 
his employment hereunder by delivery of written notice to 
the Executive, which notice shall specify the date of 
termination, which date shall be not sooner than 30 days 
after the date of such notice.  Any such physical or mental 
incapacity or disability shall be conclusively established 
by a certificate to such effect by a medical doctor, as 
selected by MSI.  Executive shall make himself reasonably 
available for an examination by such medical doctor; 
provided that if Executive is not so available, then MSI's 
reasonable determination of such a physical or mental 
incapacity or disability shall be conclusive.

Section 2.02.  For Cause.  If during the Employment Period 
the Executive shall in a material respect (a) continue to 
fail to perform his duties hereunder or under law or (b) 
continue to violate any agreement, covenant, term or 
condition hereunder after delivery of written notice from 
MSI of such failure or violation providing 30 days to 
correct such failure or violation (if correctable), or if 
during the Employment Period, MSI acting in good faith and 
upon reasonable grounds, determines that the Executive has 
engaged in gross misconduct which has severely injured the 
business or reputation of MSI or otherwise materially and 
adversely affected either of its interests or which might 
so injure either of its business or reputation or so affect 
either of its interests if the Executive were retained 
then, and in any such event MSI may, by delivery of written 
notice to the Executive, terminate his employment hereunder 
at any date specified in such notice.
Section 2.03.  Effect.  Upon termination hereunder together 
with the payment of any salary accrued under Section 1.06 
hereof, Executive's employment and all obligations of MSI 
under Sections 1.01, 1.06, 1.07 and 1.08 hereof shall 
forthwith terminate.  The obligations of the Executive and 
MSI set forth in Article III hereof shall continue 
notwithstanding the termination of the Executive's 
employment pursuant to Article II hereof.

ARTICLE III

THE EXECUTIVE'S COVENANTS

Section 3.01.  Confidentiality. Recognizing (1) that 
unpublished patentable or unpatentable data and technical 
or nontechnical information in any way related to the 
business of MSI or its affiliates (the term "affiliates" as 
used in this Article III and Section 4.03 hereof, shall 
include all parties controlling, controlled by or under 
common control with MSI, such as, but not limited to: 
designs, procedures, processes, formulae, trademarks, 
patents, copyrights, software, projects, project costs, 
financial or pricing data, marketing plans, customer and 
supplier lists or business projections (including but not 
limited to such of the foregoing used in the business of 
MSI constitute valuable trade secrets or confidential 
information (such data and information being hereinafter 
collectively called "Confidential Information") and (2) 
that such Confidential Information is the property of MSI 
or its affiliates, in consideration of the Executive's 
access to and use of Confidential Information, the 
Executive covenants to hold such Confidential Information 
in trust for MSI and its affiliates, and covenants not 
disclose or use the same other than in the business of MSI.  
Without limitation on the foregoing the Executive shall:

(a)    not directly or indirectly, disclose or make 
available to anyone or use outside of 
his employment with MSI any Confidential Information 
without the prior written consent of MSI.

(b)    safeguard all Confidential Information in his 
possession at all times so that access 
to it is not allowed to any unauthorized person, 
corporation or entity (including unauthorized employees and 
agents of MSI or its affiliates):

(c)    promptly disclose to MSI and its affiliates all 
matters coming to his attention
during his employment pertaining to the business or 
interests of MSI and its affiliates and all ideas which he 
may conceive and all inventions, improvements or 
discoveries which he may make and which may relate to the 
business or interests of MSI and its affiliates, whether 
conceived or made during working hours or otherwise and 
whether alone or jointly with others, and disclaim all 
rights, title and interest in and to all such ideas, 
inventions, improvements or discoveries recognizing them to 
be the sole property of MSI and its affiliates; and

(d)    deliver to MSI and its affiliates, promptly upon 
termination of his employment, 
papers, photographs, photo reproductions, computer tapes, 
tape recordings and other documents and materials 
containing any Confidential Information, and all personal 
notes, reports, plans, drawings and copies, extracts and 
reproductions thereof, relating to the business of MSI and 
its affiliates in his possession or control.

Section 3.02.  Noncompetition.  For the period commencing 
with the beginning of the Employment Period and ending on 
the earlier to occur of (i) December 31,2000 or (ii) one 
year from the date of termination under Article II hereof 
(hereinafter called the "Noncompetition Period"), the 
Executive shall not, directly or indirectly, whether as 
principal or as agent, officer, director, employee, 
consultant, or otherwise, alone or in association with any 
person, corporation or other entity, own, carry on, be 
engaged, be concerned, take part in, use or permit his name 
to be used, render services to, share in the earnings of, 
or invest in the stock, bonds, or other securities of any 
person corporation or other entity engaged in a business 
competitive to any business carried on by MSI on the date 
hereof or at any time within the Employment Period in any 
location serviced by MSI.  Notwithstanding the preceding 
sentence the Executive may invest in stock, bonds, or other 
securities of any corporation engaged in a business similar 
to MSI (hereinafter called a "Similar Business"), without 
otherwise participating in a Similar Business, if (1) such 
stock, bonds, or other securities are listed on any 
national or regional securities exchange or have been 
registered under Section 12 (g) of the Securities Exchange 
Act of 1934, (2) his investment does not exceed, in the 
case of any class of the capital stock of any one issuer,  
1% of the issued and outstanding shares, or, in the case of 
other securities, 1% of the aggregate principal amount 
thereof issued and outstanding, and (3) such investment 
would not prevent, directly or indirectly, the transaction 
of business by MSI with any prospective customer or any 
state, district, territory, or possession of the United 
States, or any governmental subdivision, agency or 
instrumentality thereof, by virtue of any statute, law, 
regulation, or administrative practice.

Section 3.03.  Goodwill.  During the Noncompetition Period 
the Executive shall not (1) take away or interfere or 
attempt to interfere, with any customer, trade, business or 
patronage of MSI or its affiliates, or (2) interfere, or 
attempt to interfere, with any officer, employee, 
representative or agent of MSI or its affiliates, or 
induce, or attempt to induce, any of them to leave the 
employ of MSI or its affiliates shareholders, whether or 
not initiated prior to the date of termination of his 
employment.

Section 3.04.  Extension of Noncompetition Period.  The 
Noncompetition Period referred to in Section 3.02 hereof 
shall be extended by the length of time during which the 
Executive shall have admitted or been found by the court of 
competent jurisdiction to have been in breach of the terms 
of the such Section.

Section 3.05.  Covenants of the Essence.  The covenant of 
the Executive set forth in this Article III are of the 
essence of this Agreement; they shall be construed as 
independent of any other provision in this Agreement, and 
the existence of any claim cause of action of the Executive 
against MSI or any affiliate whether predicated on this 
Agreement or otherwise, shall not constitute a defense to 
enforcement by MSI of these covenants.

Section 3.06.  Enforceability of Article III Covenants.  
The Executive understands the nature of, and the burdens 
imposed by, the covenants contained in this Article III and 
has consulted with his attorney in respect thereof.  The 
Executive agrees that such covenants are reasonable, 
enforceable and proper in duration, scope and effect.

Section 3.07.  Compensation for Article III Covenants.  In 
consideration of the Executive's covenants contained in 
this Article III, MSI shall pay to the Executive on the 
date hereof, and the Executive by executing the Agreement 
acknowledges receipt of, Five Hundred Dollars ($500.00).


ARTICLE IV

MISCELLANEOUS TERMS

Section 4.01.  Integration and Modification.  This 
Agreement contains the entire agreement between the parties 
hereto with respect to the subject matter hereof and 
supersedes all prior agreements and understandings, oral or 
written, between the parties hereto with respect to the 
subject matter hereof..  This Agreement may not be waived, 
changed, amended, modified or discharged except by a 
written instrument signed by the party against whom 
enforcement of any such waiver, change, amendment, 
modification or discharge is asserted.

Section 4.02.  Governing Law.  This Agreement shall be 
governed by and construed in accordance with the laws of 
the State of Texas.

Section 4.03. Enforcement.  The relationship contemplated 
by this Agreement is unique and personal, and the covenants 
of the Executive made in Article III hereof are integral to 
that relationship.  Without limiting the remedies available 
to MSI or its affiliates, the Executive acknowledges that 
damages at law will be an insufficient remedy to MSI or its 
affiliates in the event that the Executive violates the 
terms of such covenants and that MSI or its affiliates may 
apply for and have injunctive relief in a court of 
competent jurisdiction to restrain the breach or threatened 
breach of, or otherwise to specifically enforce, such 
covenants.  Such specific enforcement shall be available to 
MSI or its affiliates in lieu of, or prior to or pending 
determination in, any other proceeding.

Section 4.04.  Waiver.  A waiver by MSI, or the Executive 
of a breach of, or the failure to enforce, any provision of 
this Agreement shall not operate or be construed as a 
waiver of excuse of any subsequent breach.

Section 4.05.  Severability.  The invalidity of all or any 
part of any section of this Agreement shall not render 
invalid the remainder of this Agreement or the remainder of 
such section.  If any provision of this Agreement is so 
broad as to be unenforceable, it is expressly intended by 
the parties hereto that such provision shall be interpreted 
to be as broad as is enforceable.

Section 4.06.  Assignment. This Agreement, and the rights 
and obligations hereunder, shall inure to the benefit of, 
and shall be binding upon, the parties hereto and their 
respective successors, assigns and affiliates, except that 
neither party hereto shall assign the rights or obligations 
hereunder without the prior written consent of the other 
party.  Notwithstanding the proceeding sentence, subject to 
Section 2.03 hereof MSI may assign its rights and 
obligations hereunder to any partnership or other business 
organization with which MSI may merge or consolidate or to 
which it may transfer substantially all its assets or with 
which it may otherwise enter into an acquisition or 
reorganization transaction, and MSI may assign its rights 
and obligations hereunder to any corporation which is a 
general or limited partner of MSI or is a direct or 
indirect subsidiary of any such partner or any other 
related entity.  No such assignment shall relieve MSI of 
its obligations hereunder.

Section 4.07.  Notices.  All notices and other 
communications hereunder shall be in writing and shall be 
deemed to be received when delivered to the addressee or 
when deposited in the mail, postage prepaid, or in the case 
of telegraphic notice, when delivered to the telegraph 
office, charges prepaid, and addressed as follows:
'
(a)     if to the Executive
Jose Chavez
11035 Crossland
Austin, Texas 78726

(b)    Micro-Media Solutions, Inc.
501 Waller Street
Austin, Texas 78702

or to such other address as the addressee party may have 
previously furnished to the other party.

Section 4.08.  Counterparts, Section Headings.  This 
Agreement may be executed in any number of counterparts, 
each of which shall be deemed to be an original, but all of 
which together shall constitute one and the same 
instrument.  The section headings of this Agreement are for 
convenience of reference only and shall not affect the 
construction or interpretation of any of the provisions 
hereof.

IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement the day and year first above written.

Micro-Media Solutions, Inc.               Jose Chavez
__/s/__Mitchell_Kettrick_________    __/s/__Jose_Chavez    
Mitchell Kettrick, Vice President         "Executive"                    

__/s/__George_Villalva_________    
George Villalva, Vice President
                                           


 

























EMPLOYMENT AGREEMENT
BETWEEN
MICRO-MEDIA SOLUTIONS, INC.
AND 
MITCHELL KETTRICK


THIS AGREEMENT dated June 15, 1997 (hereinafter called the 
("Agreement") by and among MICRO-MEDIA SOLUTIONS, INC., a 
Utah corporation (MSI) and Mitchell Kettrick (the 
"Executive")

WITNESSED THAT:

WHEREAS, Mitchell Kettrick has this date acquired           
shares of the capital stock of MSI and

WHEREAS, the Executive founded MSI and has served as an 
executive officer of MSI for the past five (5) years and is 
familiar with the operations and business of MSI, and has 
over 20 years of related experience.

WHEREAS, MSI desires to secure the services of the 
Executive in the continued conduct of the operations and 
business of MSI, and

WHEREAS, the Executive desires to be employed in the 
continued conduct of the operations and businesses of MSI 
and

WHEREAS, MSI is a public based in Austin, Texas public 
technology corporation formed to provide computer hardware, 
software programming, system support, maintenance, media 
duplication, kitting, and related services to the public 
and private sectors.  MSI is a minority owned business that 
is HUB certified to du business with state and corporate 
clients.  The principals in the firm have significant 
computer related experience and it is imperative that the 
MBE/HUB status be maintained as long as possible.

At the date of the public company transaction the Hispanic 
American's working in the company controlled 71% of the 
company ownership with the executive owning 66%.

NOW, THEREFORE, in consideration of the premises and of the 
mutual covenants and agreements contained herein, the 
parties hereto, intending to be legally bound, agree as 
follows:

ARTICLE 1

EMPLOYMENT

Section 1.01. Employment.  MSI shall employ the Executive, 
and the Executive shall serve MSI, in an executive capacity 
in accordance with the terms and conditions hereof.

Section 1.02. Employment Period.  The Executive shall be 
employed from June 15, 1997   hereof through March 31, 
2001, inclusive, subject, however, to prior termination as 
hereinafter provided in Article II hereof (such period of 
employment being hereinafter called the "Employment 
Period").  In addition, the employment period will cover 2 
one year options to be mutually agreed between:

Section 1.03. Duties.  Commencing with the beginning of the 
Employment Period, the Executive shall perform the duties 
of MSI, as such duties are set forth in the By-Laws of MSI 
subject always to the direction and control of the Board of 
Directors of MSI.  The Executive shall devote his entire 
working time and attention to and will use his best 
energies and abilities in the performance of such duties to 
the reasonable satisfaction of MSI.  Such duties shall be 
performed at 501 Waller Street, Austin, Texas subject to 
travel to such place or places as the interest, needs, 
business, or opportunities of MSI shall require.

Section 1.04 Conflicting Activities.  During the Employment 
Period the Executive shall not engage in any other business 
activity which might interfere with the devotion of his 
entire working time to serving MSI and performing his 
assigned duties.

Section 1.06. Compensation.  During the Employment Period, 
the Executive shall receive as compensation for his 
services an annual salary of not less than $100,000.00 per 
annum.  MSI shall reimburse the Executive for all 
reasonable out-of pocket expenses incurred in the lawful 
ordinary course of his employment which are properly 
reported to MSI in accordance with its accounting 
procedures.  At the end of fiscal year, the Executive will 
be granted a five year option to purchase up to 100,000 
shares of common stock at a price of $1.50 per share 
excerciseable for a period of 5 years commencing July 1 of 
each year.

Section 1.07.  Employee Benefits.  During the Employment 
Period, the Executive shall be eligible to participate in 
all of MSI employee welfare, benefit and vacation plans and 
arrangements in accordance with their terms as in effect 
from time to time which are applicable to employees of MSI 
similarly situated.  The Executive will be required to take 
at least 3 weeks of vacation each calendar year.

Section 1.08.  Bonus.  During the Employment Period, the 
Executive shall have the right to a Bonus, at the 
discretion of the Board of Directors.  The Bonus will 
consist of cash and common stock and will be based upon 
performance, revenues, and common stock value.  The base 
for the calculation of the bonus at the end of each fiscal 
year will be as follows:

Revenue		$10,000,000
Common Stock
     Value		$3.00

For each ten percent increase in revenues from year to 
year, the Executive will be issued 100,000 shares of common 
stock at the then current market value.



For each $1.00 increase in the common stock value  above 
the base common stock value, calculated on the last 90 day 
average.  The Executive will be paid a cash bonus of 
$100,000 due no later than June 30, of each fiscal year.	
	

Section 1.09. Automobile.  During the Employment Period the 
Executive shall be provided an automobile allowance up to 
$600.00 per month for an automobile to be used in  business 
use.

ARTICLE II

TERMINATION

Section 2.01.  Death and Incapacity.  If the Executive dies 
during the Employment Period, his employment hereunder 
shall immediately terminate.  If during the Employment 
Period the Executive shall become unable to continue to 
perform his duties hereunder because of physical or mental 
incapacity or disability of a nature reasonably expected to 
continue for more than three years, then MSI may terminate 
his employment hereunder by delivery of written notice to 
the Executive, which notice shall specify the date of 
termination, which date shall be not sooner than 30 days 
after the date of such notice.  Any such physical or mental 
incapacity or disability shall be conclusively established 
by a certificate to such effect by a medical doctor, as 
selected by MSI.  Executive shall make himself reasonably 
available for an examination by such medical doctor; 
provided that if Executive is not so available, then MSI's 
reasonable determination of such a physical or mental 
incapacity or disability shall be conclusive.

Section 2.02.  For Cause.  If during the Employment Period 
the Executive shall in a material respect (a) continue to 
fail to perform his duties hereunder or under law or (b) 
continue to violate any agreement, covenant, term or 
condition hereunder after delivery of written notice from 
MSI of such failure or violation providing 30 days to 
correct such failure or violation (if correctable), or if 
during the Employment Period, MSI acting in good faith and 
upon reasonable grounds, determines that the Executive has 
engaged in gross misconduct which has severely injured the 
business or reputation of MSI or otherwise materially and 
adversely affected either of its interests or which might 
so injure either of its business or reputation or so affect 
either of its interests if the Executive were retained 
then, and in any such event MSI may, by delivery of written 
notice to the Executive, terminate his employment hereunder 
at any date specified in such notice.

Section 2.03.  Effect.  Upon termination hereunder together 
with the payment of any salary accrued under Section 1.06 
hereof, Executive's employment and all obligations of MSI 
under Sections 1.01, 1.06, 1.07 and 1.08 hereof shall 
forthwith terminate.  The obligations of the Executive and 
MSI set forth in Article III hereof shall continue 
notwithstanding the termination of the Executive's 
employment pursuant to Article II hereof.





ARTICLE III

THE EXECUTIVE'S COVENANTS

Section 3.01.  Confidentiality. Recognizing (1) that 
unpublished patentable or unpatentable data and technical 
or nontechnical information in any way related to the 
business of MSI or its affiliates (the term "affiliates" as 
used in this Article III and Section 4.03 hereof, shall 
include all parties controlling, controlled by or under 
common control with MSI, such as, but not limited to: 
designs, procedures, processes, formulae, trademarks, 
patents, copyrights, software, projects, project costs, 
financial or pricing data, marketing plans, customer and 
supplier lists or business projections (including but not 
limited to such of the foregoing used in the business of 
MSI constitute valuable trade secrets or confidential 
information (such data and information being hereinafter 
collectively called "Confidential Information") and (2) 
that such Confidential Information is the property of MSI 
or its affiliates, in consideration of the Executive's 
access to and use of Confidential Information, the 
Executive covenants to hold such Confidential Information 
in trust for MSI and its affiliates, and covenants not 
disclose or use the same other than in the business of MSI.  
Without limitation on the foregoing the Executive shall:

(a)	not directly or indirectly, disclose or make 
available to anyone or use outside of 
his employment with MSI any Confidential Information 
without the prior written consent of MSI.

(b)	safeguard all Confidential Information in his 
possession at all times so that access 
to it is not allowed to any unauthorized person, 
corporation or entity (including unauthorized employees and 
agents of MSI or its affiliates):

(c)	promptly disclose to MSI and its affiliates all 
matters coming to his attention
during his employment pertaining to the business or 
interests of MSI and its affiliates and all ideas which he 
may conceive and all inventions, improvements or 
discoveries which he may make and which may relate to the 
business or interests of MSI and its affiliates, whether 
conceived or made during working hours or otherwise and 
whether alone or jointly with others, and disclaim all 
rights, title and interest in and to all such ideas, 
inventions, improvements or discoveries recognizing them to 
be the sole property of MSI and its affiliates; and

(d)	deliver to MSI and its affiliates, promptly upon 
termination of his employment, 
papers, photographs, photo reproductions, computer tapes, 
tape recordings and other documents and materials 
containing any Confidential Information, and all personal 
notes, reports, plans, drawings and copies, extracts and 
reproductions thereof, relating to the business of MSI and 
its affiliates in his possession or control.


Section 3.02.  Noncompetition.  For the period commencing 
with the beginning of the Employment Period and ending on 
the earlier to occur of (i) December 31,2000 or (ii) one 
year from the date of termination under Article II hereof 
(hereinafter called the "Noncompetition Period"), the 
Executive shall not, directly or indirectly, whether as 
principal or as agent, officer,  director, employee, 
consultant, or otherwise, alone or in association with any 
person, corporation or other entity, own, carry on, be 
engaged, be concerned, take part in, use or permit his name 
to be used, render services to, share in the earnings of, 
or invest in the stock, bonds, or other securities of any 
person corporation or other entity engaged in a business 
competitive to any business carried on by MSI on the date 
hereof or at any time within the Employment Period in any 
location serviced by MSI.  Notwithstanding the preceding 
sentence the Executive may invest in stock, bonds, or other 
securities of any corporation engaged in a business similar 
to MSI (hereinafter called a "Similar Business"), without 
otherwise participating in a Similar Business, if (1) such 
stock, bonds, or other securities are listed on any 
national or regional securities exchange or have been 
registered under Section 12 (g) of the Securities Exchange 
Act of 1934, (2) his investment does not exceed, in the 
case of any class of the capital stock of any one issuer,  
1% of the issued and outstanding shares, or, in the case of 
other securities, 1% of the aggregate principal amount 
thereof issued and outstanding, and (3) such investment 
would not prevent, directly or indirectly, the transaction 
of business by MSI with any prospective customer or any 
state, district, territory, or possession of the United 
States, or any governmental subdivision, agency or 
instrumentality thereof, by virtue of any statute, law, 
regulation, or administrative practice.

Section 3.03.  Goodwill.  During the Noncompetition Period 
the Executive shall not (1) take away or interfere or 
attempt to interfere, with any customer, trade, business or 
patronage of MSI or its affiliates, or (2) interfere, or 
attempt to interfere, with any officer, employee, 
representative or agent of MSI or its affiliates, or 
induce, or attempt to induce, any of them to leave the 
employ of MSI or its affiliates shareholders, whether or 
not initiated prior to the date of termination of his 
employment.

Section 3.04.  Extension of Noncompetition Period.  The 
Noncompetition Period referred to in Section 3.02 hereof 
shall be extended by the length of time during which the 
Executive shall have admitted or been found by the court of 
competent jurisdiction to have been in breach of the terms 
of the such Section.


Section 3.05.  Covenants of the Essence.  The covenant of 
the Executive set forth in this Article III are of the 
essence of this Agreement; they shall be construed as 
independent of any other provision in this Agreement, and 
the existence of any claim cause of action of the Executive 
against MSI or any affiliate whether predicated on this 
Agreement or otherwise, shall not constitute a defense to 
enforcement by MSI of these covenants.

Section 3.06.  Enforceability of Article III Covenants.  
The Executive understands the nature of, and the burdens 
imposed by, the covenants contained in this Article III and 
has consulted with his attorney in respect thereof.  The 
Executive agrees that such covenants are reasonable, 
enforceable and proper in duration, scope and effect.

Section 3.07.  Compensation for Article III Covenants.  In 
consideration of the Executive's covenants contained in 
this Article III, MSI shall pay to the Executive on the 
date hereof, and the Executive by executing the Agreement 
acknowledges receipt of, Five Hundred Dollars ($500.00).


ARTICLE IV

MISCELLANEOUS TERMS

Section 4.01.  Integration and Modification.  This 
Agreement contains the entire agreement between the parties 
hereto with respect to the subject matter hereof and 
supersedes all prior agreements and understandings, oral or 
written, between the parties hereto with respect to the 
subject matter hereof..  This Agreement may not be waived, 
changed, amended, modified or discharged except by a 
written instrument signed by the party against whom 
enforcement of any such waiver, change, amendment, 
modification or discharge is asserted.

Section 4.02.  Governing Law.  This Agreement shall be 
governed by and construed in accordance with the laws of 
the State of Texas.

Section 4.03. Enforcement.  The relationship contemplated 
by this Agreement is unique and personal, and the covenants 
of the Executive made in Article III hereof are integral to 
that relationship.  Without limiting the remedies available 
to MSI or its affiliates, the Executive acknowledges that 
damages at law will be an insufficient remedy to MSI or its 
affiliates in the event that the Executive violates the 
terms of such covenants and that MSI or its affiliates may 
apply for and have injunctive relief in a court of 
competent jurisdiction to restrain the breach or threatened 
breach of, or otherwise to specifically enforce, such 
covenants.  Such specific enforcement shall be available to 
MSI or its affiliates in lieu of, or prior to or pending 
determination in, any other proceeding.

Section 4.04.  Waiver.  A waiver by MSI, or the Executive 
of a breach of, or the failure to enforce, any provision of 
this Agreement shall not operate or be construed as a 
waiver of excuse of any subsequent breach.

Section 4.05.  Severability.  The invalidity of all or any 
part of any section of this Agreement shall not render 
invalid the remainder of this Agreement or the remainder of 
such section.  If any provision of this Agreement is so 
broad as to be unenforceable, it is expressly intended by 
the parties hereto that such provision shall be interpreted 
to be as broad as is enforceable.


Section 4.06.  Assignment. This Agreement, and the rights 
and obligations hereunder, shall inure to the benefit of , 
and shall be binding upon, the parties hereto and their 
respective successors, assigns and affiliates, except that 
neither party hereto shall assign the rights or obligations 
hereunder without the prior written consent of the other 
party.  Notwithstanding the proceeding sentence, subject to 
Section 2.03 hereof MSI may assign its rights and 
obligations hereunder to any partnership or other business 
organization with which MSI may merge or consolidate or to 
which it may transfer substantially all its assets or with 
which it may otherwise enter into an acquisition or 
reorganization transaction, and MSI may assign its rights 
and obligations hereunder to any corporation which is a 
general or limited partner of MSI or is a direct or 
indirect subsidiary of any such partner or any other 
related entity.  No such assignment shall relieve MSI of 
its obligations hereunder.

Section 4.07.  Notices.  All notices and other 
communications hereunder shall be in writing and shall be 
deemed to be received when delivered to the addressee or 
when deposited in the mail, postage prepaid, or in the case 
of telegraphic notice, when delivered to the telegraph 
office, charges prepaid, and addressed as follows:
'
(a)	 if to the Executive
Mitchell Kettrick
11035 Crossland
Austin, Texas 78726

(b)	Micro-Media Solutions, Inc.
501 Waller Street
Austin, Texas 78702

or to such other address as the addressee party may have 
previously furnished to the other party.

Section 4.08.  Counterparts, Section Headings.  This 
Agreement may be executed in any number of counterparts, 
each of which shall be deemed to be an original, but all of 
which together shall constitute one and the same 
instrument.  The section headings of this Agreement are for 
convenience of reference only and shall not affect the 
construction or interpretation of any of the provisions 
hereof.

IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement the day and year first above written.


Micro-Media Solutions, Inc.          Mitchell Kettrick
__/s/__Jose_Chavez_________      __/s/__Mitchell_Kettrick    
Jose Chavez, President/CEO                "Executive"                    

__/s/__George_Villalva_________    
George Villalva, Vice President
                                                 
                                                                 
























The Registrant filed no Reports on Form 8-K during the last 
quarter of the fiscal year covered by this Report on Form 
10-KSB.



SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of 
the Securities Exchange Act of 1934, the Registrant has 
duly caused this Report to be signed on its behalf by the 
undersigned, thereunto duly authorized.





Date June 29, 1988  /s/ Jose G Chavez
          Jose G. Chavez, President


    Pursuant to the requirements of the Securities Exchange 
Act of 1934, this report has been signed below by the 
following persons on behalf of this Registrant and in the 
capacities and on the dates indicated.


__/s/ Jose G Chavez_____
Jose G. Chavez            Chairman of the Board of
06/29/98                  Directors and President
__/s/ Mitchell Kettrick_
Mitchell Kettrick         Vice-President and Director
06/29/98
__/s/ George Villalva___
George Villalva           Vice-President and Director
06/29/98
__/s/ Stephen Hoelscher_
Stephen Hoelscher         Comptroller
06/29/98