SCANSOURCE INC, S-1/A, 1997-02-28

SCANSOURCE INC
S-1/A, 1997-02-28
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE

Previous: VOYAGEUR INVESTMENT TRUST II, 24F-2NT, 1997-02-28

Next: AMERICAN SEPARATE ACCOUNT NO 3, 24F-2NT, 1997-02-28

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997
REGISTRATION NO. 333-20231
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------

AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SCANSOURCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

SOUTH CAROLINA 5045 57-0965380
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER)IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)

6 LOGUE COURT, SUITE G
GREENVILLE, SOUTH CAROLINA 29615
(864) 288-2432
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

JEFFERY A. BRYSON
CHIEF FINANCIAL OFFICER
6 LOGUE COURT, SUITE G
GREENVILLE, SOUTH CAROLINA 29615
(864) 288-2432
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE OF AGENT FOR SERVICE)

----------------
COPIES TO:
G. MARCUS KNIGHT J. VAUGHAN CURTIS
NEXSEN PRUET JACOBS & POLLARD, LLP ALSTON & BIRD
FIRST UNION BUILDING ONE ATLANTIC CENTER
1441 MAIN STREET, SUITE 1500 1201 WEST PEACHTREE STREET
COLUMBIA, SOUTH CAROLINA 29201 ATLANTA, GA 30309-3424
PHONE: (803) 253-8245 PHONE: (404) 881-7000
FACSIMILE: (803) 253-8277 FACSIMILE: (404) 881-7777
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering: [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the registration
statement number of the earlier effective registration statement for the same
offering: [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses (other than underwriting discounts and commissions) in
connection with the issuance and distribution of the securities being
registered, all of which will be paid by the Registrant, are as follows:

<TABLE>
<S> <C>
SEC Registration Fee............................................... $ 11,675
NASD Filing Fee.................................................... 4,353
Nasdaq NMS Listing Fee............................................. 17,500
Printing and Engraving Expenses.................................... 115,000*
Legal Fees and Expenses............................................ 90,000*
Accounting Fees and Expenses....................................... 50,000*
Blue Sky Fees and Expenses......................................... 10,000*
Transfer Agent and Registrar Fees and Expenses..................... 12,000*
Miscellaneous Expenses............................................. 89,472*
--------
Total.............................................................. $400,000
========
</TABLE>
- --------
Estimated*

ITEM 14.INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Except as hereinafter set forth, there is no statute, charter provision,
bylaw, contract or other arrangement under which any controlling person,
director or officer of the Registrant is insured or indemnified in any manner
against liability which such person may incur in such person's capacity as
such.

Section 33-8-500 et seq. of the South Carolina Business Corporation Act of
1988, as amended (the "South Carolina Act"), provides the Registrant with
broad powers and authority to indemnify its directors and officers and to
purchase and maintain insurance for such purposes and mandates the
indemnification of the Registrant's directors under certain circumstances. The
Registrant's Bylaws also provide the Registrant with the power and authority
to the fullest extent legally permissible under the South Carolina Act to
indemnify its directors and officers, persons serving at the request of the
Registrant or for its benefit as directors or officers of another corporation
and persons serving as the Registrant's employees, representatives or agents
in certain circumstances. Pursuant to such authority and Bylaws provisions,
the Registrant may advance expenses or purchase insurance against certain
liabilities that may be incurred by it and its officers and directors.
Reference is also made to the discussion in the Prospectus under the caption
"Description of Capital Stock--Certain Provisions of Articles and Bylaws."

The Registrant's Amended and Restated Articles of Incorporation contain a
provision which eliminates, to the fullest extent permitted by law, director
liability for monetary damages for breaches of the fiduciary duty of care or
other duties as a director.

ITEM 15.RECENT SALES OF UNREGISTERED SECURITIES.

During the period since the incorporation of the Registrant in December
1992, the securities identified below were issued by the Registrant without
registration under the Securities Act. On December 10, 1992, shortly following
its incorporation, the Registrant issued shares of common stock and preferred
stock to the following shareholders for cash consideration of $1.00 per share
of preferred stock and $0.01 per share of common stock, plus the execution by
each of the undersigned (except Datascan Corporation) of a guarantee of a
portion of the Registrant's obligation to Gates/Arrow Distributing, Inc.
(formerly Gates/FA Distributing, Inc.) ("Gates").

II-1
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
SHAREHOLDER OF COMMON STOCK OF PREFERRED STOCK
- ----------- ---------------- ------------------
<S> <C> <C>
Datascan Corporation........................ 50,000 --
Dennis Gates................................ -- 90,000
Carl Krezdorn............................... -- 16,667
Irwin Lieber................................ -- 50,000
Steven H. Owings............................ 200,000 100,000
Eli Oxenhorn................................ -- 100,000
Steve Roberson.............................. -- 16,666
Janet K. Rollins............................ -- 10,000
Ronald A. Seitz............................. -- 16,667
Woodland Partners........................... -- 100,000
</TABLE>

All of the shares listed above were issued pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"). In August 1993, the Registrant repurchased the
50,000 shares of its common stock held by Datascan Corporation for $2.00 per
share.

In December 1992, in connection with its engagement of Gates to provide
various product handling, systems integration, credit line and accounts payable
functions, the Registrant issued to Gates options to purchase 250,000 shares of
the Registrant's common stock at an exercise price of $1.50 per share. In
December 1993, Gates exercised such option and acquired 250,000 shares of the
Registrant's common stock for an aggregate purchase price of $375,000. Such
options and the shares issued upon their exercise were issued pursuant to the
exemption from registration contained in Section 4(2) of the Securities Act. In
March 1996, the Registrant repurchased the 250,000 shares of its common stock
held by Gates for $3.50 per share.

In April 1993, the Registrant issued 52,630 shares of its common stock to
Michael T. Hill in connection with the acquisition by the Registrant of the
assets of Alpha Data Systems, Inc. All of such shares were issued pursuant to
the exemption from registration contained in Section 4(2) of the Securities
Act.

In September 1993, in connection with services rendered and to be rendered in
connection with participation on the Strategic Planning Committee of the Board
of Directors of the Registrant, the Registrant authorized the issuance of
warrants to purchase 50,000 shares of the Registrant's common stock at an
exercise price of $2.00 per share to each of Barry Rubenstein and Eli Oxenhorn.
At the direction of Mr. Rubenstein and Mr. Oxenhorn, such warrants to purchase
an aggregate of 100,000 shares of common stock were issued to Rev-Wood Merchant
Partners, a general partnership of which Mr. Rubenstein and Mr. Oxenhorn are
the sole general partners. Subsequently, such warrants were reissued as
warrants for 50,000 shares to each of Mr. Rubenstein and Mr. Oxenhorn on the
same terms. Such warrants were issued and reissued pursuant to the exemption
from registration contained in 4(2) of the Securities Act, and all shares under
such warrants were registered on Form S-8 filed March 21, 1996.

In January 1994, the Registrant issued one share of its common stock in
exchange for each share of its preferred stock still held of record by each of
the persons to whom shares of such preferred stock were originally issued in
December 1992 as listed above. Such shares of common stock were issued in
exchange for such shares of preferred stock pursuant to the exemption from
registration contained in Section 3(a)(9) of the Securities Act.

II-2
<PAGE>

ITEM 16(A). EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
1* - Form of Underwriting Agreement.
3.1 - Amended and Restated Articles of Incorporation of the Registrant.
(Incorporated by Reference to Exhibit 3.1 to Registrant's Form SB-
2 filed with the Commission on February 7, 1994, Registration No.
33-75026-A).
3.2 - Bylaws of the Registrant (Incorporated by Reference to Exhibit 3.2
to Registrant's Form SB-2 filed with the Commission on February 7,
1994, Registration No. 33-75026-A).
4.1 - Form of Common Stock Certificate (Incorporated by Reference to
Exhibit 4.1 to Registrant's Form SB-2 filed with the Commission on
February 7, 1994, Registration No. 33-75026-A).
5* - Opinion of Nexsen Pruet Jacobs & Pollard, LLP.
10.9 - Stock Option Agreement dated July 1, 1993 covering stock options
issued to Michael L. Baur. (Incorporated by Reference to Exhibit
10.9 to the Registrant's Form SB-2 filed with the Commission on
February 7, 1994, Registration No. 33-75026-A).
10.10* - 1993 Incentive Stock Option Plan (As Amended) of the Registrant
and Form of Stock Option Agreement.
10.11 - 1994 Stock Option Plan for Outside Directors of the Registrant and
Form of Stock Option Agreement. (Incorporated by Reference to
Exhibit 10.11 to the Registrant's Form SB-2 filed with the
Commission on February 7, 1994, Registration No. 33-75026-A).
10.13 - Stock Option Agreement dated December 30, 1993 covering stock
options issued to Irwin Lieber. (Incorporated by Reference to
Exhibit 10.13 to the Registrant's Form SB-2 filed with the
Commission on February 7, 1994, Registration No. 33-75026-A).
10.18 - Agreement to Terminate Distribution Services dated June 24, 1994
between the Registrant and Gates/FA Distributing, Inc.
(Incorporated by Reference to Exhibit 99.1 to Registrant's Form 8-
K filed with the Commission on June 6, 1994).
10.19 - Stock Option Agreement dated September 1, 1995 between Globelle,
Inc., the Registrant, and Dennis Gates. (Incorporated by reference
to Exhibit 10.19 to the Registrant's Form 10-KSB for the fiscal
year ended June 30, 1996).
10.20 - Letter agreement dated September 1, 1995 between the Registrant
and Transition Marketing, Inc. (Incorporated by reference to
Exhibit 10.20 to the Registrant's Form 10-KSB for the fiscal year
ended June 30, 1996).
10.21 - Software License Agreement dated April 18, 1995 between the
Registrant and Technology Marketing Group, Inc. d/b/a Globelle,
including letter agreement dated November 22, 1995 between the
parties with respect to stock options. (Incorporated by reference
to Exhibit 10.21 to the Registrant's registration statement on
Form S-3 filed with the Commission on December 29, 1995,
Registration No. 33-81043).
10.22 - Schedule of Material Details of Unit Purchase Option Agreements
dated March 18, 1994, between the Registrant and each of David M.
Nussbaum, Robert Gladstone, Roger Gladstone, and Richard
Buonocoure, including form of letter agreement dated February 7,
1997 between the parties (Form of Unit Purchase Option Agreement
incorporated by reference to Exhibit 4.3 to the Registrant's Form
SB-2 filed with the Commission on March 2, 1994, Registration No.
33-75026-A).
10.23* - Stock Warrant dated November 29, 1995 from the Registrant to Eli
Oxenhorn.
10.24* - Stock Warrant dated November 29, 1995 from the Registrant to Barry
Rubenstein.
10.25** - Agreement for Wholesale Financing (Security Agreement) dated April
8, 1996 between the Registrant and IBM Credit Corporation,
including letter agreement dated April 17, 1996 between the
parties.
10.26* - Intercreditor Agreement dated April 8, 1996 among the Registrant,
IBM Credit Corporation, and Branch Banking and Trust Company.
10.27* - Loan and Security Agreement dated November 25, 1996 between the
Registrant and Branch Banking and Trust Company.
10.28* - Employment Agreement dated as of January 1, 1997 between the
Registrant and Steven H. Owings.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
10.29* - Employment Agreement dated as of January 1, 1997 between the
Registrant and Michael L. Baur.
10.30* - Employment Agreement dated as of January 1, 1997 between the
Registrant and Jeffery A. Bryson.
10.31* - Stock Option Agreement dated July 18, 1996 covering stock options
granted to Steven R. Fischer.
10.32* - Stock Option Agreement dated July 18, 1996 covering stock options
granted to James G. Foody.
10.33* - Stock Option Agreement dated December 3, 1996 covering stock
options granted to Steven H. Owings.
10.34* - Stock Option Agreement dated December 3, 1996 covering stock
options granted to Michael L. Baur.
10.35** - Distribution Agreement dated October 1, 1994 between the
Registrant and Symbol Technologies, Inc.

10.36*** - Distribution Agreement dated January 1, 1996 between the
Registrant and IBM Corporation.
10.37* - Stock Option Agreement dated January 17, 1997 covering options
granted to Steven H. Owings.
10.38* - Stock Option Agreement dated January 17, 1997 covering options
granted to Michael L. Baur.
10.39* - Stock Option Agreement dated January 17, 1997 covering options
granted to Jeffery A. Bryson.
11* - Statement Re: Computation of Per Share Earnings.
23.1 - Consent of KPMG Peat Marwick LLP.
23.2* - Consent of Nexsen Pruet Jacobs & Pollard, LLP (included in their
opinion filed as Exhibit 5).
27* - Financial Data Schedule.
</TABLE>
- --------
* Previously filed.
** Previously filed. Confidential Treatment pursuant to 17 CFR (S)(S) 200.80,
200.83 and 230.406 and 5 USC (S) 502 has been requested regarding certain
portions of the indicated Exhibit, which portions have been filed separately
with the Commission.

*** Revised Exhibit filed herewith. Confidential Treatment pursuant to 17 CFR
(S)(S) 200.80, 200.83 and 230.406 and 5 USC (S) 502 has been requested
regarding certain portions of the indicated Exhibit, which portions have been
filed separately with the Commission.

ITEM 16(B).

FINANCIAL STATEMENTS SCHEDULES.

Not Applicable.

ITEM 17.

UNDERTAKINGS.

(a) Insofar as indemnification for liabilities under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 24 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Greenville, State of South Carolina, on February 28, 1997.

SCANSOURCE, INC.

/s/ Steven H. Owings
By: _________________________________
STEVEN H. OWINGS
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.

SIGNATURES TITLE DATE

/s/ Steven H. Owings Chairman of the February 28, 1997
- ------------------------------------- Board, Chief
STEVEN H. OWINGS Executive Officer,
and Director
(principal
executive officer)

/s/ Jeffery A. Bryson Chief Financial February 28, 1997
- ------------------------------------- Officer and
JEFFERY A. BRYSON Treasurer
(principal
financial and
accounting officer)

* President and
- ------------------------------------- Director February 28, 1997
MICHAEL L. BAUR

* Director
- ------------------------------------- February 28, 1997
STEVEN R. FISCHER

* Director
- ------------------------------------- February 28, 1997
JAMES G. FOODY

/s/ Steven H. Owings
- ------------------------------------- February 28, 1997
* BY: STEVEN H. OWINGS
(AS ATTORNEY-IN-FACT FOR EACH OF THE
PERSONS INDICATED)

II-5
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
1* - Form of Underwriting Agreement.
3.1 - Amended and Restated Articles of Incorporation of the
Registrant. (Incorporated by Reference to Exhibit 3.1 to
Registrant's Form SB-2 filed with the Commission on
February 7, 1994, Registration No. 33-75026-A).
3.2 - Bylaws of the Registrant (Incorporated by Reference to
Exhibit 3.2 to Registrant's Form SB-2 filed with the
Commission on February 7, 1994, Registration No. 33-75026-
A).
4.1 - Form of Common Stock Certificate (Incorporated by Reference
to Exhibit 4.1 to Registrant's Form SB-2 filed with the
Commission on February 7, 1994, Registration No. 33-75026-
A).
5* - Opinion of Nexsen Pruet Jacobs & Pollard, LLP.
10.9 - Stock Option Agreement dated July 1, 1993 covering stock
options issued to Michael L. Baur. (Incorporated by
Reference to Exhibit 10.9 to the Registrant's Form SB-2
filed with the Commission on February 7, 1994, Registration
No. 33-75026-A).
10.10* - 1993 Incentive Stock Option Plan (As Amended) of the
Registrant and Form of Stock Option Agreement.
10.11 - 1994 Stock Option Plan for Outside Directors of the
Registrant and Form of Stock Option Agreement.
(Incorporated by Reference to Exhibit 10.11 to the
Registrant's Form SB-2 filed with the Commission on
February 7, 1994, Registration No. 33-75026-A).
10.13 - Stock Option Agreement dated December 30, 1993 covering
stock options issued to Irwin Lieber. (Incorporated by
Reference to Exhibit 10.13 to the Registrant's Form SB-2
filed with the Commission on February 7, 1994, Registration
No. 33-75026-A).
10.18 - Agreement to Terminate Distribution Services dated June 24,
1994 between the Registrant and Gates/FA Distributing, Inc.
(Incorporated by Reference to Exhibit 99.1 to Registrant's
Form 8-K filed with the Commission on June 6, 1994).
10.19 - Stock Option Agreement dated September 1, 1995 between
Globelle Corporation, the Registrant, and Dennis Gates.
(Incorporated by reference to Exhibit 10.19 to the
Registrant's Form 10-KSB for the fiscal year ended June 30,
1996).
10.20 - Letter agreement dated September 1, 1995 between the
Registrant and Transition Marketing, Inc. (Incorporated by
reference to Exhibit 10.20 to the Registrant's Form 10-KSB
for the fiscal year ended June 30, 1996).
10.21 - Software License Agreement dated April 18, 1995 between the
Registrant and Technology Marketing Group, Inc. d/b/a
Globelle, including letter agreement dated November 22,
1995 between the parties with respect to stock options.
(Incorporated by reference to Exhibit 10.21 to the
Registrant's registration statement on Form S-3 filed with
the Commission on December 29, 1995, Registration No. 33-
81043).
10.22 - Schedule of Material Details of Unit Purchase Option
Agreements dated March 18, 1994, between the Registrant and
each of David M. Nussbaum, Robert Gladstone, Roger
Gladstone, and Richard Buonocoure, including form of letter
agreement dated February 7, 1997 between the parties (Form
of Unit Purchase Option Agreement incorporated by reference
to Exhibit 4.3 to the Registrant's Form SB-2 filed with the
Commission on March 2, 1994, Registration No. 33-75026-A).
10.23* - Stock Warrant dated November 29, 1995 from the Registrant
to Eli Oxenhorn.
10.24* - Stock Warrant dated November 29, 1995 from the Registrant
to Barry Rubenstein.
10.25** - Agreement for Wholesale Financing (Security Agreement)
dated April 8, 1996 between the Registrant and IBM Credit
Corporation, including letter agreement dated April 17,
1996 between the parties.
10.26* - Intercreditor Agreement dated April 8, 1996 among the
Registrant, IBM Credit Corporation, and Branch Banking and
Trust Company.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <C> <S>
10.27* - Loan and Security Agreement dated November 25, 1996 between
the Registrant and Branch Banking and Trust Company.
10.28* - Employment Agreement dated as of January 1, 1997 between
the Registrant and Steven H. Owings.
10.29* - Employment Agreement dated as of January 1, 1997 between
the Registrant and Michael L. Baur.
10.30* - Employment Agreement dated as of January 1, 1997 between
the Registrant and Jeffery A. Bryson.
10.31* - Stock Option Agreement dated July 18, 1996 covering stock
options granted to Steven R. Fischer.
10.32* - Stock Option Agreement dated July 18, 1996 covering stock
options granted to James G. Foody.
10.33* - Stock Option Agreement dated December 3, 1996 covering
stock options granted to Steven H. Owings.
10.34* - Stock Option Agreement dated December 3, 1996 covering
stock options granted to Michael L. Baur.
10.35** - Distribution Agreement dated October 1, 1994 between the
Registrant and Symbol Technologies, Inc.

10.36*** - Distribution Agreement dated January 1, 1996 between the
Registrant and IBM Corporation.
10.37* - Stock Option Agreement dated January 17, 1997 covering
options granted to Steven H. Owings.
10.38* - Stock Option Agreement dated January 17, 1997 covering
options granted to Michael L. Baur.
10.39* - Stock Option Agreement dated January 17, 1997 covering
options granted to Jeffrey A. Bryson.
11* - Statement Re: Computation of Per Share Earnings.
23.1 - Consent of KPMG Peat Marwick LLP.
23.2* - Consent of Nexsen Pruet Jacobs & Pollard, LLP (included in
their opinion filed as Exhibit 5).
27* - Financial Data Schedule.
</TABLE>
- --------
* Previously filed.

** Previously filed. Confidential Treatment pursuant to 17 CFR (S)(S) 200.80,
200.83 and 230.406 and 5 USC (S) 502 has been requested regarding certain
portions of the indicated Exhibit, which portions have been filed separately
with the Commission.

<PAGE>

EXHIBIT 10.36
-------------

DISTRIBUTION AGREEMENT DATED JANUARY 1, 1996 BETWEEN
THE REGISTRANT AND IBM CORPORATION*

- -----------------------
* Confidential Treatment pursuant to 17 CFR (S)(S) 200.80, 200.83, and 230.406
and 5 USC (S) 502 has been requested regarding certain portions of the indicated
Exhibit, which portions have been filed separately with the Commission.
<PAGE>

Exhibit 10.36
-------------
Confidential Treatment Requested

IBM BUSINESS PARTNER AGREEMENT IBM
BUSINESS
MANAGING INDUSTRY REMARKETER PROFILE PARTNER

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

We welcome you as an IBM Business Partner.

This Profile covers the details of your authorization to market our Products to
Customers. Like you, we are committed to providing the highest quality Products
to the Customer. As our managing industry remarketer, please let us know if you
have any questions or problems with our Products.

By signing below, each of us agrees to the terms of the following (collectively
called the "Agreement"):

(a) this Profile;

(b) Remarketer General Terms (Z125-4800-07 05/95); and

This Agreement and its applicable Transaction Documents are the complete
agreement regarding this relationship, and replace any prior oral or written
communications between us. Once this Profile is signed, 1) any reproduction of
this Agreement or a Transaction Document made by reliable means (for example,
photocopy or facsimile) is considered an original and 2) all Products you order
and Services you perform under this Agreement are subject to it.

Revised Profile (yes/no): no Date received by IBM: 02/20/96
------ --------------

Agreed to: (IBM Business Partner name) Agreed to:
SCANSOURCE International Business Machines
GREENVILLE, SC 29615 Corporation

By /s/ STEVEN H. OWINGS By /s/ TERRY WEBB
----------------------------------- --------------------------------
Authorized signature Authorized signature

Name (type or print): Steven H. Owings Name (type or print): Terry Webb

Date 1/29/96 Date: 3/8/96

IBM Business Partner address: IBM Office address:
SCANSOURCE 4111 NORTHSIDE PARKWAY, LO8C3
ATLANTA, GA 30327-3098
6 LOGUE COURT, SUITE G
GREENVILLE, SC 29615
<PAGE>

After signing please return a copy of this Profile to the local "IBM Office
address" shown above.

DETAILS OF OUR RELATIONSHIP

1. CONTRACT-PERIOD START DATE (MONTH/YEAR): 01/96 DURATION (MONTHS): 12
------- ----
The start date is always the first day of a month. The start date does not
change with a revised Profile.

2. RELATIONSHIP APPROVAL/ACCEPTANCE OF ADDITIONAL TERMS:
For our approved relationship, each of us agrees to the terms of the
following Attachments by signing this Profile. Copies of those Attachments
are included. Please make sure you have them (and the Remarketer General
Terms) and notify us if any are missing.

APPROVED
AUTHORIZED RELATIONSHIP (YES/NO) ATTACHMENT
1) Managing Industry Remarketer yes Z125-4579-06 07/95 and
--- Z125-4805-09 07/95

Industry Remarketer Attachment: yes
Attachment for SureOne Point-of-Sale ---
Terminal (4614)
THE FOLLOWING OFFERING HAS ADDITIONAL
TERMS IN THE APPLICABLE ATTACHMENT.

1) Market Development Fund yes Z125-5215-00 03/94
---

3. NAME AND ADDRESS OF YOUR AGGREGATOR, IF APPLICABLE:
You may receive Products through this Aggregator. By selecting this
Aggregator, you agree that it (and not we) will provide the functions
identified in the Remarketer General Terms as the Aggregator's
responsibility.

N/A
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

4. PRODUCT APPROVAL:
The following Products are listed in either the Industry Remarketer Exhibit,
the Dealer Exhibit, the Software Remarketer Exhibit, or the Managing Industry
Remarketer- Schedule A. The terms of the applicable Exhibit or Schedule A
apply to the Products listed in it. Approval to market the Products includes
approval for you to acquire them for development purposes.

APPROVED TO MARKET TO
RESELLERS(1) (YES/NO)
SYSTEM TYPES
1) IBM RISC System/6000 no
--
2) IBM 9402 no
--
3) IBM 9404 (2) no
--
4) IBM 9406 no
--
5) IBM 4694 and IBM 4695 Retail POS Products yes
---
6) IBM Network Integration no
--

SYSTEM UNITS (3) (4) yes
---
1) IBM PC
as workstations
2) IBM PC Server yes
as workstations ---

2 of 5
<PAGE>

3) ThinkPad yes
as workstations ---

PRODUCT CATEGORIES
1) IBM Finance Products - Category J1 no
--
2) IBM Storage Products (5)
Category S1 Products (6) no
--
Category S2 Products (7) no
--
Category S3 Products (6) (7) no
--
Category S4 Products (6) no
--

(1) You may market only to resellers approved by us who 1) market Products
together with their value-added enhancement (which we have previously
approved) and 2) do not market to other resellers. When we approve you
for Products listed in the Industry Remarketer Exhibit, you are also
approved for their associated Programs and peripherals listed in the
Industry Remarketer and Dealer Exhibits. When we approve you to market
personal computer Products, you are also approved for their associated
Programs and peripherals listed in the Dealer Exhibit.
(2) The IBM 9404 Models 300, 310, 320 and 30S, which are only available as
model conversions, may be made available to you on an exception basis.
(3) May be available from an Aggregator.
(4) May only be used, in conjunction with your value added enhancement, as 1)
peripherals to IBM System Types, or 2) peripherals to point-of-sale
systems.
(5) Remarketers approved to market the IBM RISC System/6000 and the IBM AS/400
System Types, may market IBM Storage Products.
(6) Your resellers may remarket these Products without a value-added
enhancement.
(7) You are also approved for Category S1 Products.

EXCLUSIONS, IF APPLICABLE:
Although included by reference above, you are not approved for these individual
Products.

N/A
--------------- --------------- ---------------
--------------- --------------- ---------------
--------------- --------------- ---------------

3 of 5
<PAGE>

5. AUTHORIZED LOCATIONS:

TOTAL NUMBER OF AUTHORIZED LOCATIONS LISTED IN THIS PROFILE: 1
---
- -------------------------------------------------------------------------------
Loc. ID Authorized Location (street address, city, state, ZIP code)
- -------------------------------------------------------------------------------
83639 6 LOGUE COURT
GREENVILLE, SC 29615
- -------------------------------------------------------------------------------
MINIMUM RENEWAL CRITERIA
- -------------------------------------------------------------------------------
Product Name Volumes/Revenue/Other
---------------------------------------------------------------------
POS PRODUCTS
---------------------------------------------------------------------

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

---------------------------------------------------------------------
MINIMUM NUMBER OF TRAINED PERSONNEL
---------------------------------------------------------------------
Product/Course Name Mgmt Sales Prog Support Service
---------------------------------------------------------------------

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

- -------------------------------------------------------------------------------
Loc. ID Authorized Location (street address, city, state, ZIP code)
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
MINIMUM RENEWAL CRITERIA
---------------------------------------------------------------------
Product Name Volumes/Revenue/Other
---------------------------------------------------------------------

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

4 of 5
<PAGE>

6. YOUR COMMITMENT, IF APPLICABLE:

A) This section identifies by System Type (1): your Contract Period System
Revenue Commitment (2); its Applicable Discount Percentage (3); and, the
Minimum Revenue Attainment you are required to achieve at the mid-point of
your Contract Period, in order to maintain the current discount percentage
(4). At your request we will review your Revenue Attainment, any time
during the contract period to determine if you qualify for a higher
discount percentage.

At the mid-point of your contract period, IBM will review your Revenue
Attainment by System Type. If it is less than the amount specified in
column (4), your discount percentage will be adjusted downward one level
for the remainder of the contract period.

<TABLE>
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(1) (2) (3) (4)
System Type System Revenue Applicable Discount Six Months'* Minimum
Commitment Percentage Revenue Attainment to
Maintain Current
Discount Percentage
- ---------------------------------------------------------------------------------------------------
IBM RISC N/A Commercial - Machines NA Programs NA NA
--- -- -- --
Federal** - Machines NA Programs NA
-- --
System/6000
- ---------------------------------------------------------------------------------------------------
</TABLE>

*12 Months if you have a 24-month Contract
**The discount which applies to sales to the Federal Government are listed in
the Industry Remarketer Federal Discount Schedule F.

B) This applies only to those Products listed in the Industry Remarketer
Exhibit which require a quantity commitment.

COMMITTED COMMITTED QUANTITY OF
CATEGORY PRODUCTS BY CATEGORY

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

7. ASSIGNMENT OF WARRANTY SERVICE RESPONSIBILITY, IF APPLICABLE:
You assign to us, or an IBM Premier Personal Computer Servicer, Warranty
Service responsibility for the following Dealer Exhibit Machines.

TYPE/MODEL TYPE/MODEL TYPE/MODEL TYPE/MODEL

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

Unless you wish to make this assignment to us, please specify the name of the
IBM Premier Personal Computer Servicer:

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

8. ADDITIONAL TERMS:

The attached Transaction Document, "Schedule A," contains additional terms.
Please make sure you have it and notify us if it is missing.

5 of 5
<PAGE>

ATTACHMENT TO IBM BUSINESS PARTNER AGREEMENT - REMARKETER

MANAGING INDUSTRY REMARKETER ATTACHMENT

ATTACHMENT FOR SUREONE POINT-OF-SALE TERMINAL (SUREONE)

The terms included in this Attachment amend the above agreement for the period
beginning January 1, 1996 and ending December 31, 1996.

1
<PAGE>

IBM BUSINESS PARTNER AGREEMENT - REMARKETER

MANAGING INDUSTRY REMARKETER - ATTACHMENT

This Attachment for Machine Type 4614 Point-of-Sale Terminal (hereinafter
referred to as SureOne) is added to your-IBM Business Partner Agreement -
Remarketer.

The following terms and conditions apply to the acquisition and resale of the
IBM 4614 only and are in addition to those contained in the IBM Business Partner
Agreement - Remarketer.

RESPONSIBILITIES

SCANSOURCE (YOU)

[*]

* Redacted pursuant to application for confidential treatment.

2
<PAGE>

[*]

IBM

IBM will be responsible for creating a market presence for SureOne by
providing items such as the following:

1. General product/brand advertising

2. Product press announcement

3. Marketing video

4. Trade press seminar

5. End user direct marketing campaign

6. Product specification sheet

7. Trade press reprints

8. Early user application briefs

9. Product poster

IBM ORDERING REQUIREMENTS

1. Every order will be given a minimum scheduled ship date of [*] days
prior to the expected scheduled delivery date.

2. You will place full shipping container orders with IBM with a minimum
order quantity of 336 units per shipping container.

3. You will place orders through IBM Partner Link.

DELIVERY TO IRA

1. You will deliver product to SureOne IRAs within five (5) working days
from the date you accept an order from an IRA.

2. IBM will ship these products only to you--not the IRAs or their
customers.

* Redacted pursuant to application for confidential treatment.

3
<PAGE>

WARRANTY SERVICE

Basic warranty service will be provided free of charge via Customer
Carry-In-Repair (CCR--also known as Depot) by TSS. Each SureOne product
shipped will include a warranty registration form and a copy of its 12-
month, warranty terms and conditions. The warranty form must be
completed by the IRA and submitted to You for entitlement registration
with IBM. You are responsible for insuring warranty form completion by
the IRAs and subsequent submission to IBM.

RETURNS

[*]

WITHDRAWN SUREONE PRODUCTS

[*] after IBM announces the withdrawal of a SureOne Product, You and IBM
will jointly conduct a physical inventory of the machines you have in
your possession. Once the inventory has been counted, we will engage an
independent appraiser to provide us with [*] at the time of the
appraisal. The [*] price will be used for the liquidation of the jointly
counted inventory.

If the [*] is less per machine than the amount You paid IBM, IBM will
issue You a credit for the difference for each machine in your
possession as of the date of our joint inventory.

FORECASTS

You will provide twelve (12) month rolling forecasts with monthly
updates on projected SureOne sales.

PRICE REDUCTION CREDIT PROVISIONS

Price Reduction Credits for SureOne Products will be as specified in the
Business Partner Agreement, Managing Industry Remarketer Attachment,
Schedule A, for Machine Types 4694 and 4695.

LEAD MANAGEMENT

You will contact the IRA within two (2) business days from the date IBM
provides You with an IRA contact name.

You will call the customer within ten (10) business days for
satisfaction and sales information.

ENDING OF ATTACHMENT

This Attachment ends on December 31, 1996. Either of us may terminate
this Attachment with or without cause upon one month's written notice.
IBM may terminate this Attachment at any time if

* Redacted pursuant to application for confidential treatment.

4
<PAGE>

You materially breach any of its terms. Upon termination, You will
return to IBM all marketing materials in your possession relating to
SureOne Products.

5
<PAGE>

IBM BUSINESS PARTNER AGREEMENT

REMARKETER GENERAL TERMS

- -------------------------------------------------------------------------------
TABLE OF CONTENTS

Section Title Page

1. Definitions..................................... 2
2. Agreement Structure............................. 3
3. Our Relationship................................ 4
4. Marketing Funds and Promotional Offerings....... 7
5. Status Change................................... 7
6. Export of Products.............................. 7
7. Federal Reporting Requirements.................. 8
8. Ordering and Delivery........................... 8
9. Inventory Adjustments........................... 9
10. Prices and Price Changes........................ 10
11. Invoicing, Payment, and Taxes................... 10
12. Title........................................... 11
13. Risk of Loss.................................... 12
14. Engineering Changes............................. 12
15. Licensed Internal Code.......................... 12
16. Programs........................................ 13
17. Installation and Warranty....................... 13
18. Warranty Service................................ 14
19. Marketing of IBM Maintenance Services........... 16
20. Patents and Copyrights.......................... 16
21. Liability....................................... 17
22. Trademarks...................................... 18
23. No Property Rights.............................. 19
24. Changes to the Agreement Terms.................. 19
25. Ending the Agreement............................ 19
26. Waiver of Noncompliance......................... 20
27. Electronic Communications....................... 20
28. Geographic Scope................................ 21
29. Governing Law................................... 21

1 of 21
<PAGE>

IBM BUSINESS PARTNER AGREEMENT

REMARKETER GENERAL TERMS

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

1. DEFINITIONS

AGGREGATOR is our remarketer who we authorize to acquire Products from us
to supply to its Customers who are also our remarketers. In addition, we
may authorize a remarketer to supply our Products to others (for example,
our industry remarketers). An "Aggregator" is responsible for ordering,
delivery, invoicing, payment, taxes, price reductions and inventory
adjustments. In your Profile, we specify 1) the identity of your
"Aggregator," if any, or 2) if we approve you as an "Aggregator."

AUTHORIZED LOCATION is a site, controlled and operated by you, at which we
authorize you to perform your responsibilities under this Agreement. We
may specify in your Profile certain requirements to which you must adhere
at each Authorized Location (such as, minimum renewal criteria and minimum
number of trained personnel).

CUSTOMER is either an End User, or a reseller who does not market to other
resellers We specify in your Profile if we authorize you to provide
Products to End Users, resellers, or both.

CUSTOMER-SET-UP MACHINE is an IBM Machine that you (or your Customer) set
up according to our instructions.

END USER is anyone, unaffiliated with you (except if you are a qualified
educational institution), who acquires Products for its own use and not for
resale.

MACHINE is an IBM or non-IBM machine, its features, conversions, upgrades,
elements, accessories, cables, or any combination of them (provided by us
or your Aggregator) that we approve you to provide to your Customers.

PRODUCT is a Machine, Program, or Service.

PROGRAM is an IBM or non-IBM licensed program (provided by us or your
Aggregator) that we approve you to provide to your Customers. The term
"Program" does not include Licensed Internal Code.

SERVICE is assistance (for example, Product maintenance) that we approve
you to perform or market. The term "Service" includes use of a resource
(such as a network) that we approve you to provide to your Customers.

2 of 21
<PAGE>

2. AGREEMENT STRUCTURE

The Remarketer General Terms apply to all our remarketers.

PROFILES

We specify the details of our relationship (for example, the type of
remarketer you are) in a document called a "Profile." Each of us agrees to
the terms of the Profile, the Remarketer General Terms, and the applicable
Attachments referred to in the Profile, (collectively called the
"Agreement"), by signing the Profile.

ATTACHMENTS

We describe additional terms that apply to our relationship in documents
called "Attachments." For example, we describe the additional terms that
apply specifically to dealers in an Attachment. Several Attachments may
apply to you. We specify in your Profile the Attachments that apply.

TRANSACTION DOCUMENTS

We will provide to you the appropriate "Transaction Documents" that confirm
the details of your order or provide additional information about our
relationship. The following are examples of Transaction Documents with
examples of the information they may contain:

1. invoices (item, quantity, price, and amount due);

2. addenda (trial period and trial Products); and

3. exhibits (eligible Products, warranty information, and other Product-
specific information). We may change the terms of an exhibit on
written notice.

CONFLICTING TERMS

If there is a conflict among the terms in the various documents, those of
an Attachment prevail over those of the Remarketer General Terms. The
terms of a Profile prevail over those of both of these documents. The
terms of a Transaction Document prevail over those of all the documents.

OUR ACCEPTANCE OF YOUR ORDER

A Product becomes subject to this Agreement when we accept your order by

1. sending you a Transaction Document; or

3 of 21
<PAGE>

2. providing the Product to you.

ACCEPTANCE OF THE TERMS IN A TRANSACTION DOCUMENT

You accept the terms in a Transaction Document by doing any of the
following:

1. signing it;

2. accepting the Product described in the Transaction Document;

3. providing the Product to your Customer; or

4. making any payment for the Product.

3. OUR RELATIONSHIP

MUTUAL RESPONSIBILITIES

Each of us agrees that under this Agreement:

1. the Products we approve you to market are complex in nature and require
that you provide high quality support, both before and after the sale,
to ensure Customer satisfaction;

2. we offer a money-back guarantee to End Users for certain Products. You
agree to inform the Customer of the terms of this guarantee before the
applicable sale. For any such Product, you agree to 1) accept its
return within the time frame we specify, 2) refund the full amount paid
to you for it, and 3) dispose of it (including all its components) as
we specify. We will pay transportation charges for return of the
Product to us and will give you an appropriate credit;

3. you are an independent contractor. Neither of us is a legal
representative or agent of the other. Neither of us is legally a
partner of the other (for example, neither of us is responsible for
debts incurred by the other), and you are not our employee or
franchisee;

4. each is free to enter into similar agreements with others, to market
competitive Products, and to conduct its business in whatever way it
chooses, provided there is no conflict with this Agreement. We may
increase or decrease the number of our remarketers, the types of
distribution channels, and the number of participants in such channels;

5. each is free to establish its own prices and terms and neither of us
will discuss its customer prices and terms in the presence of the
other;

4 of 21
<PAGE>

6. all information exchanged is nonconfidential. If either of us requires
the exchange of confidential information, it will be made under a
signed confidentiality agreement;

7. we will provide you with access to our information systems only in
support of your authorized marketing activities. Programs associated
with these systems are subject to the terms of their applicable license
agreements, except that you may not transfer them;

8. neither of us will bring a legal action against the other more than two
years after the cause of action arose; and

9. you may acquire an insignificant number of Products for your own
internal use.

YOUR OTHER RESPONSIBILITIES

You agree not to do any of the following:

1. assign, or otherwise transfer, this Agreement or your rights under it,
delegate your obligations, or appoint another reseller (including a
related company) - or agent to represent you or to market our Products,
without our prior written consent. Any attempt to do so is void;

2. assume or create any obligations on our behalf, or make any
representations or warranties about us or our Products, other than
those we authorize; or

3. conduct your business in a way (for example, failure to maintain the
highest quality professionalism in all your dealings with Customers)
that adversely affects our reputation or goodwill.

You agree to:

1. sell only to End Users, unless otherwise specified in this Agreement,

2. be responsible for Customer satisfaction with our Products and all your
related activities, and participate in Customer-satisfaction programs
as we determine. For example, if we request, you agree to provide us
with the names and addresses of all End Users who have acquired our
Products from you;

3. actively and diligently promote our Products;

4. ensure that your compensation or incentive plans for your employees who
market our Products are not unfair to us in comparison with your plans
for competitive products you market;

5 of 21
<PAGE>

5. meet, during the contract period, any minimum renewal criteria
specified in your Profile. These criteria are a measurement of the
performance expected of you (such as sales);

6. maintain trained personnel and comply with any certification
requirements;

7. provide us with relevant financial information about your business
enterprise on request;

8. furnish sales receipts to your Customers before or upon delivery of
Products. You agree to specify on the sales receipt your Customer's
name and address, the Machine type/model and serial number, installed
location, date of sale, any non-IBM alterations or attachments made,
and the Warranty Service provider;

9. provide us with any Customer documents we require, within 10 days of
the applicable transaction (for example, End User signing of our
license or maintenance agreement);

10. provide us with sales and inventory information for our Products on
request;

11. retain records by location of each Product transaction (for example, a
sale or credit) for five years and of each warranty claim for three
years. Records must include (as applicable) Machine type/model and
serial number, Authorized Location to which distributed, and Customer
name and address;

12. assist us in tracing and locating Products;

13. provide us with sufficient, free, and safe access to your facilities,
at a mutually-convenient time, for us to fulfill our obligations. If
you become aware of any unsafe conditions or hazardous materials to
which our personnel would be exposed at any of your facilities, you
agree to notify us promptly; and

14. comply with all laws and regulations (such as those governing consumer
transactions).

OUR REVIEW OF YOUR COMPLIANCE WITH THIS AGREEMENT

We may periodically review your performance under this Agreement. You
agree to provide us with relevant records on request. We have the right to
reproduce them, retain the copies, and audit your compliance with this
Agreement on your premises during your normal business hours. We may use
an independent auditor for this.

6 of 21
<PAGE>

4. MARKETING FUNDS AND PROMOTIONAL OFFERINGS

You agree to use any marketing funds and promotional offerings according to
our guidelines. For Products you provide to resellers, you agree to
administer and disburse these funds or offerings in a proportional and
equitable manner. You also agree to keep records of such funds or
offerings for three years.

We may withhold or recover marketing funds and promotional offerings if you
breach any of the terms of this Agreement. Upon notice of termination, any
marketing funds and promotional offerings will no longer be available for
use by, or accrual to, you.

5. STATUS CHANGE

You agree to give us prompt written notice (unless precluded by law or
regulation) of any change, or anticipated change, in your financial
condition, business structure, or operating environment (for example, a
material change in equity ownership or management, closing or relocation of
an Authorized Location, or any change to information supplied in your
application). Such change or failure to give notice may result in
termination of this Agreement.

6. EXPORT OF PRODUCTS

You are not authorized to actively market Products outside the geographic
scope of this Agreement, and you agree not to use anyone else to do so.

If a Customer acquires a Product for export, our responsibilities under
this Agreement no longer apply to that Product. You agree to use your best
efforts to ensure that your Customer complies with United States export
laws and regulations, and any import requirements of the destination
country. Before the sale of a Product, you agree to prepare a support plan
for it and obtain your Customer's agreement to that plan. Within one month
of sale, you agree to provide us with the Customer's name and address,
Machine type/model and serial number, date of sale, and destination
country.

We exclude these Products from:

1. attainment of your minimum renewal criteria;

2. attainment of your committed quantities:

3. qualification for applicable promotional offerings and marketing funds;
and

4. qualification for any lower prices.

7 of 21
<PAGE>

We may also reduce future supply allocations to you by the number of
exported Products.

The license agreement of certain Programs state the country in which the
license is valid. Such Programs may not be exported.

7. FEDERAL REPORTING REQUIREMENTS

To comply with Federal law, you agree not to employ or compensate any
individuals to perform activities under this Agreement (without our prior
written approval) who were, within the last two years:

1. members of the armed forces in a pay grade of 0-4 or higher; or

2. civilians employed by the Department of Defense with a pay rate equal
to, or greater than, the minimum rate for a grade GS-13.

You agree to provide us with any information that we need to comply with
this law.

8. ORDERING AND DELIVERY

You may order Products either from us or your Aggregator. We accept orders
for withdrawn Products subject to their availability.

On our request, you agree to make reasonable efforts to use our automated
order-entry system. You agree to pay all expenses associated with it.

We will mutually agree to a location to which we ship Products. We will
use reasonable efforts to meet your requested delivery dates for Products
you order from us. We select the method of transportation and pay
associated charges for Products we ship.

You agree to notify us within 20 days of receipt, of any discrepancies
between our shipping manifest and the Products received from us. We will
work with you to reconcile any differences.

CANCELLATION OF AN ORDER

You may cancel an order for a Product before we ship it. We may charge you
a cancellation charge. We determine this charge by multiplying the amount
we charge you for the Product by the cancellation-charge percent. We will
inform you in writing of that percent. The cancellation charge does not

8 of 21
<PAGE>

apply to a Product if 1) we postpone its shipment for more than 15 days
from its estimated shipment date and 2) you cancel your order before
shipment.

We may not be able to honor a cancellation request received less than 10
business days before the Product's estimated shipment date. If you return
such Product, our inventory-adjustment terms apply.

DELAYED SHIPMENT OF A PRODUCT

Circumstances may arise where we delay the shipment of a Product due to our
inability to meet the original estimated shipment date. If this delay
causes the estimated shipment date to be after the end of your contract
period, the terms of this Agreement apply to that Product. It will be
treated as if you had acquired it during the contract period.

9. INVENTORY ADJUSTMENTS

For purposes of rebalancing your inventory, we will inform you in writing
which Products you may return to us for credit, their inventory-adjustment
categories, and any terms associated with these categories. We will issue
a credit to you when we accept the returned Product. You may use the
credit only after we issue it.

We may charge you a handling charge for returned Products. We determine
this charge by multiplying the inventory-adjustment credit amount for the
Product by the handling-charge percent. We will inform you n writing of
that percent. You agree to pay shipping charges for Products you return.
They must be in our original, undamaged packages (unopened for Machines),
and without any non-IBM labels.

Certain Products may be acquired only as Machines and Programs packaged
together as a solution. These Products must be returned with all their
components intact. However, we do not require the shipping container to be
unopened for some of these Products (for example, Selected Academic
Solutions), as we determine.

Returned Products must be unused and in new condition. You agree to ensure
that the Products are free of any legal obligations or restrictions that
prevent their return. We accept them only from locations to which we ship
Products.

We will reject any returned Product that does not comply with these terms
and send it back to you at your expense.

9 of 21
<PAGE>

10. PRICES AND PRICE CHANGES

We will specify the prices for each Product and inform you of any changes.
Price increases do not apply to you if we receive your order before the
effective date of the increase. You receive the benefit of a price
decrease for Products we ship on or after the effective date.

PRICE-REDUCTION CREDITS

If we decrease the price for a Product, you may be eligible to receive a
price-reduction credit for eligible Products in your inventory. We will
specify the Product's price-reduction credit category and associated terms
in writing, and will inform you periodically of any changes. You may use
the credit only after we issue it.

ADDITIONAL CHARGES

Depending on the circumstances, additional charges may apply. For example,
if we perform a Service for you, we charge an additional amount. We will
notify you in advance if these charges apply.

FEE PAYMENTS

When you perform certain activities, such as those we may specify in
exhibits, we will pay you a fee.

11. INVOICING, PAYMENT, AND TAXES

Payment in full is due upon receipt of our invoice. You agree to pay as we
specify in the invoice. We may offset any amounts due you, or designated
for your use (for example, marketing funds or promotional offerings),
against amounts due us or any of our subsidiaries.

You agree to pay amounts equal to any applicable taxes resulting from any
transaction under this Agreement. This does not include taxes based on our
net income. You are responsible for personal property taxes for each
Product from the date we ship it to you or the End User.

You agree to provide us with valid reseller-exemption documentation for
each applicable taxing jurisdiction to which we ship Products. Otherwise,
we will charge you all applicable state and local taxes or duties. You

10 of 21
<PAGE>

agree to notify us promptly if this documentation is revoked or modified.
You are liable for any claims or assessments that result from any taxing
jurisdiction refusing to recognize your exemption.

FAILURE TO PAY ANY AMOUNTS DUE

If your account becomes delinquent, you agree that we may do one or more of
the following:

1. impose a finance charge, up to the maximum permitted by law, on the
delinquent portion of the balance due;

2. require cash payment on or before delivery of any Products;

3. repossess any Products. If we do so, you agree to pay all expenses
associated with repossession and collection, including reasonable
attorney's fees. You agree to make the Products available to us at a
site that is mutually convenient;

4. terminate this Agreement; or

5. pursue any other remedy available at law.

In addition, if your account with any of our subsidiaries becomes
delinquent, we may invoke any of these options allowable by law.

12. TITLE

As an Aggregator, when you order a Machine from us, we do not transfer
title to you. As any other remarketer, when you order a Machine, we
transfer title to you when the Machine is shipped by us or your Aggregator.

Any prior transfer of title to a Machine to you is void from its inception
when 1) it is accepted as a returned Machine, or 2) the End User finances
it through the IBM Credit Corporation.

We do not transfer title to Programs.

PURCHASE MONEY SECURITY INTEREST

We reserve a purchase money security interest in a Machine, and you grant
us a purchase money security interest in your proceeds from the sale of,
and your accounts receivable for a Product, until we receive the amounts
due for a feature, conversion, or upgrade involving the removal of parts
that become our property, we reserve the security interest until we receive

11 of 21
<PAGE>

the amounts due and the removed parts. You agree to sign an appropriate
document (for example, a "UCC-1") to permit us to perfect our purchase
money security interest.

END USER LEASE FINANCING

If an End User obtains a lease for a Machine for legitimate financing
purposes, you may transfer title to the Machine to the lessor. You may
finance End Users' Product acquisitions.

13. RISK OF LOSS

We bear the risk of loss for a Product until its initial delivery from us.

14. ENGINEERING CHANGES

You agree to allow us to install at a mutually-convenient location
mandatory engineering changes (such as those required for safety) on all
Machines in your inventory and to use your best efforts to enable us to
install such engineering changes on your Customers' Machines. Mandatory
engineering changes are installed at our expense and any removed parts
become our property.

During the warranty period, we manage and install engineering changes at:

1. your or your Customers' locations for Machines for which we provide
Warranty Service; and

2. your location for other Machines. Alternatively, we will provide you
with the parts (at no charge) and instructions to do the installation
yourself. We will reimburse you for your labor at a rate we specify.

15. LICENSED INTERNAL CODE

Certain Machines we specify (called "Specific Machines" use Licensed
Internal Code (called "Code"). The IBM Corporation owns copyrights in Code
and owns all copies of Code, including all copies made from them.

We will identify each Specific Machine in writing. We grant the rightful
possessor of a Specific Machine a license to use the Code (or any
replacement we provide) on or in conjunction with, only the Specific
Machine designated by serial number, for which the Code is provided. We
license the Code to only one rightful possessor at a time. You agree that
you are bound by the terms of the separate license agreement that we will
provide to you.

12 of 21
<PAGE>

YOUR RESPONSIBILITIES

You agree to inform your Customer, and record on the sales receipt, that
the Machine you provide is a Specific Machine using Licensed Internal Code.
You agree to 1) provide the applicable license agreement to your Customer
before the sale and 2) ensure that the agreement is signed before a sale to
an End User.

16. PROGRAMS

For certain Programs, we require End Users to sign our license agreements.
You agree to ensure those signatures are obtained and the appropriate
supplements are issued before those Programs are provided. All other
Programs (called "Program Packages") are licensed under the terms of the
agreements provided with them.

When you make authorized copies of Programs, you agree to reproduce the
copyright notice and any other legend of ownership on the copies. When we
provide you with service materials for Programs, you agree to copy and
distribute those materials to End Users.

You agree to refund the amount paid for

1. an IBM Program Package returned to you because the End User does not
accept the terms of the license (for example, by not opening the media
envelope or not using the Program). However, if such Program is
packaged together with other Programs or Machines as a solution, all
components must be returned. In this case, you agree to refund the
amount paid for all the components; and

2. any defective IBM Program returned to you under the terms of its
warranty.

In either case, you may return the IBM Product to us, at our expense, for
credit.

17. INSTALLATION AND WARRANTY

For a Machine to function properly, it must be installed in a suitable
physical environment. For a Machine we install, we will ensure that it is
in good working order and meets the criteria specified in its Official
Published Specifications before we consider it installed. We provide
instructions to enable the setup of Customer-set-up Machines. We are not
responsible for the installation of Programs or non-IBM Machines.

With each IBM Machine we ship, we include a copy of our statement of
limited warranty. We will provide a copy to you. You agree to make it

13 of 21
<PAGE>

available to the End User for review before the sale. We provide non-IBM
Products on an "AS IS" basis. However, non-IBM manufacturers, suppliers, or
publishers may provide their own warranties to you.

DATE OF INSTALLATION

We calculate the expiration of an IBM Machine's warranty period from the
Machine's Date of installation.

The Date of Installation for a Machine we are responsible for installing is
the business day after the day 1) we install it or 2) we make it available
for installation, if you (or the End User) defer installation. Otherwise
(for example, if others install it or break its warranty seal), it is the
day we deliver the Machine to you (or the End User).

The Date of Installation for a Customer-set-up Machine:

1. that we ship to the End User (or to you for your own use), is the fifth
business day after the day the Machine is received;

2. that you ship, is the earlier of 1) the second business day after the
End User receives the Machine or 2) the day you or your Customer place
the Machine in use: or

3. is the same as the Date of Installation for a Machine that we install,
if the Customer-set-up Machine is being installed with, and attached
to, it.

If we authorize you to install Programs on a Machine at an Authorized
Location (and therefore you set up the Machine), we do not consider this as
the Date of Installation, as long as you promptly ship the Machine to the
End User.

You (or your Customer, if other than an End User) must record the Machine's
Date of Installation on the End User's sales receipt. You must also notify
us upon our request.

18. WARRANTY SERVICE

We will inform you in writing who is responsible for providing Warranty
Service for Machines. We do so by specifying the Warranty Service category
for each Machine.

WHEN WE ARE RESPONSIBLE FOR SERVICING MACHINES

14 of 21
<PAGE>

When we are responsible for providing Warranty Service, we do so for the
IBM Machine during its warranty period at no charge to keep it in, or
restore it to good working order. In this case, you are not authorized to
perform Warranty Service. You agree to convey all (or the remaining
portion) of our warranty to your Customer.

WHEN YOU ARE RESPONSIBLE FOR SERVICING MACHINES

When you are responsible for providing Warranty Service, you agree to do
the following according to the Service support guidelines we provide:

1. maintain Warranty Service capability;

2. ensure that it is performed only by personnel trained to our standards
and consistent with our service terms and statement of limited
warranty;

3. provide it even for Machines that the End User did not acquire from
you; and

4. submit only valid warranty-reimbursement requests to us that are within
the specified time limits.

We will:

1. train you to provide Warranty Service. We provide training, at no
charge, for the minimum number of your Service personnel that we
require. Additional training may be provided for a fee;

2. provide you with necessary technical information; and

3. pay you for Warranty Service performed and exchange (or reimburse you
for) parts.

MAINTENANCE PARTS

We sell maintenance parts for use in providing Warranty Service and for
maintaining Machines. You may sell such parts to others for use in
maintaining Machines.

ASSIGNMENT OF WARRANTY SERVICE RESPONSIBILITY FOR MACHINES WITH ON-SITE
TYPE OF SERVICE

For a Machine that we designate as having on-site type of service
(performed at the Customer's location as opposed to the warranty provider's
service location), you may assign Warranty Service responsibility to us or
to anyone else authorized by us to provide it. You agree to:

15 of 21
<PAGE>

1. ensure that the assignee accepts Warranty Service responsibility for
each Machine assigned to it;

2. provide a copy of the sales receipt to the assignee:

3. notify your Customer of the assignment; and

4. remain responsible for your Customer's satisfaction with that Service.

If you assign Warranty Service responsibility for all units of a Machine
type to us, you are no longer required to be Warranty Service capable for
that Machine type.

When you accept Warranty Service responsibility from another of our
remarketers, you may not reassign that responsibility and are responsible
for Customer satisfaction with that Service.

WARRANTY SERVICE FOR NON-IBM PRODUCTS

For non-IBM Products that we do not warrant and other non-IBM equipment
that a Customer may reasonably believe is warranted by us, you agree to
inform your Customer in writing, before the sale, that we do not warrant
them. You also agree to inform your Customer 1) that the Products or
equipment are non-IBM, 2) of the applicable warranty (if any), and 3) of
the procedure to obtain any warranty service.

19. MARKETING OF IBM MAINTENANCE SERVICES FOR A FEE

When you have marketed a Machine you are approved to market, to an End
User, you may market our Maintenance Services on eligible machines in that
account and receive a fee from us for marketing the Maintenance Services on
those machines. We may specify additional terms in a relationship
Attachment (for example, an Industry Remarketer Attachment). We provide
Maintenance Services to the End User under the terms of our applicable
agreement, signed by the End User. You agree to provide us with any
required documents signed by you or the End User, as applicable, and inform
the End User of our service procedures.

We will not pay you the fee if the machine is already under our Maintenance
Services or if the Maintenance Services had been terminated on the machine
within the prior six months at the same account.

20. PATENTS AND COPYRIGHTS

16 of 21
<PAGE>

For purposes of this section only the term Product includes Licensed
Internal Code and excludes Services.

If a third party claims that a Product we provide under this Agreement
infringes that party's patent or copyright, we will defend you against that
claim at our expense and pay all costs, damages, and attorney's fees that a
court finally awards, provided that you:

1. promptly notify us in writing of the claim; and

2. allow us to control, and cooperate with us in, the defense and any
related settlement negotiations.

If such a claim is made or appears likely to be made, about a Product in
your inventory, you agree to permit us to either enable you to continue to
market and use the Product, or to modify or replace it. If we determine
that none of these alternatives is reasonably available, you agree to
return the Product to us on our written request. We will then give you an
appropriate credit, as we determine, which will be either 1) the price you
paid us for the Product (less any price-reduction credit) or 2) the
depreciated price.

This is our entire obligation to you regarding any claim of infringement.

CLAIMS FOR WHICH WE ARE NOT RESPONSIBLE

We have no obligation regarding any claim based on any of the following:

1. your modification of a Product, or a Program's use in other than its
specified operating, environment;

2. the combination, operation, or use of a Product with any product, data,
or apparatus that we did not provide; or

3. infringement by a non-IBM Product alone, as opposed to its combination
as part of a system of Products that we provide.

21. LIABILITY

Circumstances may arise where, because of a default or other liability, one
of us is entitled to recover damages from the other. In each such instance,
regardless of the basis on which damages can be claimed, the following
terms apply.

OUR LIABILITY

17 of 21
<PAGE>

We are responsible for

1. payments referred to in our patent and copyright terms described
above:

2. bodily injury (including death), and damage to real property and
tangible personal property caused by our Products: and

3. the amount of any other actual- loss or damage. up to the greater of
$100,000 or the charges (if recurring, 12 months' charges apply) for
the Product that is the subject of the claim.

ITEMS FOR WHICH WE ARE NOT LIABLE

Under no circumstances are we liable for any of the following:

1. third-party claims against you for losses or damages (other than those
under the first two items above);

2. loss of, or damage to, your records or data; or

3. economic consequential damages (including lost profits or savings) or
incidental damages, even if we are informed of their possibility.

YOUR LIABILITY

In addition to damages for which you are liable under law and the terms of
this Agreement, you will indemnify us for claims by others made against us
(particularly regarding statements, representations' or warranties not
authorized by us) arising out of your conduct under this Agreement or as a
result of your relations with anyone else.

22. TRADEMARKS

We will provide you with advertising guidelines for our togos, trade and
service marks, trade names, emblems, and titles (collectively called
"Trademarks"). We will notify you in writing of the title you are
authorized to use. You may also use the IBM Business Partner emblem
associated with that title. You may use the Trademarks only as described
in the guidelines and only in association with the Products we approve you
to market.

On our request, you agree to change or stop using any advertising or
promotional material that does not comply (as we determine) with our
guidelines or this Agreement. When this Agreement ends, you agree to
promptly stop using our Trademarks. If you do not, you agree to pay any
expenses and fees that we incur in getting you to stop.

18 of 21
<PAGE>

You agree that any goodwill attaching to our Trademarks as a result of your
use of them belongs to us. You agree not to register or use any mark that
is confusingly similar to any of our Trademarks.

23. NO PROPERTY RIGHTS

Your rights under this Agreement are not property rights and therefore. you
cannot transfer them to anyone else or encumber them in any way. For
example, you may not sell your authorization to market our Products or your
right to use our Trademarks.

24. CHANGES TO THE AGREEMENT TERMS

In order to maintain flexibility in our relationships, we may change the
terms of this Agreement by giving you one month's written notice. However,
these changes are not retroactive. They apply as of the effective date we
specify in the notice. If you do not accept a change, you must inform us
in writing before its effective date. If you do so, any future change will
not apply to you. However, if you sign a revised Profile, then all prior
changes become effective.

Otherwise, for a change to be valid, both of us must sign it. Additional or
different terms in any order or written communication from you are void.

25. ENDING THE AGREEMENT

This Agreement ends when terminated or when the contract period ends.

You may terminate this Agreement, with or without cause, on one month's
written notice.

We may terminate this Agreement, with or without cause, on three months'
written notice. If the termination is for cause, we may (at our
discretion) allow you a reasonable opportunity to cure. If you fail to do
so, the date of termination is that specified in the notice. However,
certain acts or omissions are so serious as to warrant immediate
termination. If you repudiate this Agreement, materially breach any of its
terms, or make any material misrepresentation to us, we may terminate this
Agreement at any time, on written notice. Examples of a material breach
are violation of our status-change terms, violation of our trademark terms,
submission of a false warranty claim, unauthorized sale to a reseller, and
failure to maintain Customer satisfaction. You agree that our only
obligation is to provide the notice called for in this section and we are
not liable for any claims or losses if we do so.

19 of 21
<PAGE>

At the end of this Agreement, you agree to:

1. pay for or return to us, at our discretion, any Products for which you
have not paid: and

2. allow us, at our discretion, to repurchase any other Products in your
possession or control at the price you paid us, less any credits
issued to you.

Products to be returned must be unused, in new condition, and in your
inventory (or in transit from us) on the day this Agreement ends. We will
inspect the Products and reserve the right to reject them. You agree to
pay ail shipping charges. Products returned to you under our money-back
guarantee terms may be used and we pay their shipping charges.

At the end of this Agreement, you must immediately pay us all amounts due.
We may offset any amounts due you against amounts due us or any of our
subsidiaries. Any terms of this Agreement, which by their nature extend
beyond the day this Agreement ends, remain in effect until fulfilled, and
apply to respective successors and assignees.

We may permit you to continue to provide Products after this Agreement
ends. If we do so, you agree to provide those Products under the terms of
this Agreement.

26. WAIVER OF NONCOMPLIANCE

Failure by either of us to insist on strict performance or to exercise a
right when entitled, does not prevent us from doing so at a later time,
either in relation to that default or any subsequent one.

27. ELECTRONIC COMMUNICATIONS

Each of us may communicate with the other by electronic means. Therefore,
you agree to utilize electronic communications with us. if and as we
specify In such case, both of us agree to the following for all electronic
communications:

1. an identification code (called a "USERID") contained in an electronic
document is legally sufficient to verify the sender's identity and the
document's authenticity:

2. an electronic document that contains a USERID is a signed writing. and

3. an electronic document, or any computer printout of it, is an original
when maintained in the normal course if business.

ELECTRONIC DATA INTERCHANGE

20 of 21
<PAGE>

We may provide Electronic Data Interchange (Called "EDI") Options to you
Electronic invoicing and electronic payment are examples of these Options.
When using EDI Options, each of us agrees:

1. when a bank is involved, to pay our respective bank charges and to
promptly notify the other of any changes to the bank payment process;
and

2. to promptly notify the other of any changes to the technology,
process, or information upon which the EDI transactions are based.

We will specify respective responsibilities for the EDI Option you choose.

28. GEOGRAPHIC SCOPE

All your rights and all our obligations are valid only in the United States
and Puerto Rico.

29. GOVERNING LAW

The laws of the State of New York govern this Agreement.

21 of 21
<PAGE>

IBM BUSINESS PARTNER AGREEMENT -- REMARKETER
MANAGING INDUSTRY REMARKETER ATTACHMENT

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

These terms are in addition (unless otherwise noted), to those of the Industry
Remarketer Attachment and prevail over them.

1. VALUE-ADDED ENHANCEMENT
These terms replace those of the Value-Added Enhancement section of the
Industry Remarketer Attachment.

You agree to market Products only to resellers we approve, who market those
Products together with their value-added enhancement (which we have
previously approved) to End Users (and not to other resellers). You may
also market Products to the reseller for their internal use. Such sales do
not count towards your Commitment attainment or minimum renewal criteria.
Resellers may provide, without their value added enhancement. 1) Products
for their internal use, 2) up to 25% of the personal computer system units,
including associated features and options, in each transaction, and 3)
certain Products we specify to you. In any case, you are still responsible
for all your obligations under this Agreement. You agree to collect from
the reseller (and provide to us) applicable documentation that we require
of resellers. We provide Product support to you tend not to End Users or
resellers). We reserve the right to withdraw any reseller's approval.

2. MARKETING OF PRODUCTS

These terms replace those of the Marketing of Products section of the
=====================================================================
Industry Remarketer Attachment.
===============================

You agree to:

1. market only to approved resellers and not to End Users:

2. provide Products to the reseller only after you receive confirmation
from us that we have received and accepted the signed Industry
Remarketer Affiliate Document of Understanding.

3. require the reseller to market our Products in a manner not contrary
to this Agreement;

4. ensure that the reseller is trained and capable of providing the
support required to maintain Customer satisfaction;

5. use your best efforts to ensure that for each Product the reseller
markets, the reseller maintains the required records (and obtains them

Page 1 of 5
<PAGE>

for us on request) and provides the applicable money-back guarantee,
warranty information, license agreement, and sales receipt;

6. notify us within one month when you terminate your relationship with a
reseller.

7. when you no longer have a relationship with a reseller, acquire and
maintain a copy of that reseller's records (including sales and credit
receipts): and

8. notify us within 10 days of the installation of Products.

You may acquire Products for your internal use at your discount at the time
we ship the Products. You agree not to remarket such Products for 24
months from their Date of Installation. These Products do not count toward
your minimum renewal criteria or any Commitment.

DEALER EXHIBIT PRODUCTS
For Products listed in the Dealer Exhibit, you also agree to:

1. market, support (including set up and test), and service them only at
Authorized Locations; and

2. receive and place them (and their maintenance parts) in inventory only
at Authorized Locations or ship-to locations (and not at resellers' or
End Users' locations). Maintenance parts are only available for
Machines listed in the Dealer Exhibit and for Warranty Service
Category B Machines listed in the Industry Remarketer Exhibit.

3. RESELLER SUPPORT

You agree that you are responsible for providing support to your resellers
(and that we are not). At a minimum, you will provide the following to
your resellers:

1. Product configuration assistance;

2. verification of the operation of the Product:

3. Product installation assistance;

4. Product technical usage support:

5. information regarding the Product's technical function;

6. explanation of the functions and expected performance of the Product:

Page 2 of 5
<PAGE>

7. Product announcements. brochures. and promotional information:

8. general Product administrative support; and

9. information regarding applicable courses we provide and the course
enrollment procedures.

You also agree to assist us, in a manner we specify, in the proportional
distribution of our offerings and services to your resellers.

You are responsible for your reseller satisfaction.

4. END USER SUPPORT

You must provide Warranty Service and Program Services to the End User, if
applicable. You are responsible for End User satisfaction. You must ensure
that the reseller does not display or market our Products in a retail store
or similar location. You must require the reseller to do the following:

1. provide facilities to demonstrate the enhancement;

2. select Products that best meet the End Users' needs;

3. ensure that a completed license agreement is signed by the End User,
where applicable, before a Program is distributed:

4. verify the operation, and explain the functions and expected
performance, of the Products and the enhancement to End Users;

5. provide support (such as documentation and technical assistance) for
the Products, the enhancement, and other products it requires;

6. inform the End Users, upon their request, of applicable courses that
we provide and how to enroll in them:

7. assist the End Users with the installation of Products; and

8. select, develop, procure, integrate, and install all elements of the
enhancement and any updates to it.

However, you must inform the End Users that you are ultimately responsible
for End User satisfaction.

5. DEVELOPMENT SYSTEMS AND DEMONSTRATION SYSTEMS

Page 3 of 5
<PAGE>

These terms replace those of the Development Systems section of the
Industry Remarketer Attachment.

DEVELOPMENT SYSTEM PRODUCTS

We may allow you to acquire Products for resellers, primarily for their use
in developing, testing, supporting, and demonstrating their value added
enhancement. We call these "Development System" Products. We may also
approve you to acquire Products for your resellers for their exclusive use
in developing, supporting and testing their value-added enhancement. Such
Products may not be used for demonstration purposes.

We will provide applicable Warranty Services, and you will provide Program
Services and all other support for Development System Products used by the
resellers, even if they did not acquire them from you. Each reseller must
agree to comply with these terms (as applicable) as though it were
acquiring the Development System directly from us. If you or the reseller
does not comply with these terms we may refuse to provide you with
additional Development Systems at Development System discounts.

DEMONSTRATION SYSTEM PRODUCTS

We may allow you to acquire Products for your use primarily for
demonstration and testing purposes and for supporting your industry
remarketer affiliates. We call these "Demonstration System" Products.

DEVELOPMENT SYSTEM PRODUCTS AND DEMONSTRATION SYSTEM PRODUCTS

If the Development System or Demonstration System is a Machine for which
there is a field upgrade available, and you have acquired the maximum
number of Demonstration System Machines for your contract period, or if
your reseller has acquired the maximum number of Development System
Machines for a calendar year, you may acquire the field upgrade (but not a
replacement Machine) as a Development or Demonstration System, as
applicable. A Development or Demonstration System may not be resold,
leased or transferred for 12 months from the Date of Installation of the
Product (or its Machine upgrade).

For Programs, you must ensure that, when required, the applicable license
agreement is signed by the reseller and the completed supplement issued
before the Program is distributed. We make Programs, and their upgrades if
applicable, available to you at a 100% discount for use on an authorized
Development or Demonstration System. Certain Programs may require your
payment of a fee. We will specify such Programs and their fee.

For a Development or Demonstration System (other than Programs) we will
specify its applicable discount or price, as applicable. You may not
combine this offering with any other discount or allowance. A Development
or Demonstration System may not be resold, leased, or transferred for 12

Page 4 of 5
<PAGE>

months from its Date of Installation (or its Machine upgrade). You agree
not to resell, lease or transfer Programs you acquire under these terms.

We specify, in the applicable Exhibit, 1) the maximum quantity of each
Development System Product you may acquire for your reseller in a calendar
year, 2) the maximum number of Demonstration System Products you may
acquire during your contract period.

Development or Demonstration System Products do not count toward your
minimum renewal criteria or any Commitment.

6. CHANGES IN EQUITY OWNERSHIP

Your managing industry remarketer authorization will immediately terminate
if your business structure changes such that 50% or more of your equity
ownership is held other than as specified in your application.

Page 5 of 5
<PAGE>

IBM BUSINESS PARTNER AGREEMENT - REMARKETER
INDUSTRY REMARKETER ATTACHMENT

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

1. VALUE-ADDED ENHANCEMENT

You agree to market Products only with your value-added enhancement that we
approve as part of an integrated solution for End Users. Certain Products
we specify to you may not require a value-added enhancement. However, you
may provide up to 25% of the personal computer system units, including
associated features and options, in each transaction without such
enhancement. If we withdraw approval of any such enhancement we also
withdraw your authorization as our industry remarketer with regard to that
specific enhancement. You are responsible for your enhancement, (and we
are not).

You agree to market Products only to End Users for whom your enhancement is
the primary reason for acquiring Products (a sale without a required value-
added enhancement is an additional example of a material breach). Unless
we specify otherwise in writing, you will market only to such End Users who
intend ongoing use of that enhancement as a significant part of their
business operations. Your enhancement is not required to be the primary
reason for acquiring upgrades to systems you have installed with your
enhancement and where your enhancement is still in productive use.
Upgrades include peripherals, programs and processor upgrades. However,
your enhancement must be the primary reason for a processor upgrade
requiring a processor serial number change. You agree to assist the End
Users to achieve productive use of Products promptly after acquisition.

If we inform you in writing of a specific industry code, you agree to
market only to End Users within that code. We may provide certain
installation planning assistance. We provide Product support to you (and
not to End Users).

You agree to:

1. provide facilities to demonstrate your enhancement;

2. verify the operation. and explain the functions and expected
performance, of the Products and your enhancement to End Users;

3. provide support (such as documentation and technical assistance) for
the Products, your enhancement, and other products it requires; and

4. select, develop, procure integrate, and install all elements of your
enhancement and any updates to it.

Page 1 of 11
<PAGE>

2. USE OF AGENTS

To assist you in the successful installation and your ongoing End User
support requirements for the Products you are approved to market as an
Industry Remarketer - Mid-Range, you may contract for the necessary skills
with IBM Authorized Business Partners, who may perform such activities
directly for your End User. However, you are responsible for your End
User's satisfaction with such installation and support activities. You
agree to indemnify IBM from any liability for the activities performed by
such parties. Additionally, you may select IBM to perform such activities.
In that event, IBM assumes customer satisfaction responsibilities for its
activities.

We may allow you to use an agent to represent you for other activities. If
so we will provide written guidelines to you.

3. MARKETING OF PRODUCTS

You agree to:

1. select Products that best meet the End Users' needs;

2. order Products in sufficient time to be shipped during the contract
period for them to count toward your minimum renewal criteria or any
Commitment:

3. receive Products (listed in the Industry Remarketer Exhibit) only at
Authorized Locations or ship-to locations (including End Users'
locations);

4. inform the End Users, upon their request, of applicable courses that
we provide and how to enroll in them;

5. assist the End Users with the installation of Products; and

6. if you are approved as an industry remarketer of mid-range computer
Products, notify us within 10 days of the installation of Products.

For Products listed in the Dealer Exhibit, you also agree to:

1. market, support (including setup and test) and service them only at
Authorized Locations or at End Users' locations; and

2. receive and place them (and their maintenance parts) in inventory only
at Authorized Locations or ship-to locations (and not at End Users'
locations). Maintenance parts are only available for Machines listed
in the Dealer Exhibit.

For Products listed in the Dealer Exhibit which we announce as withdrawn
from marketing, you may market them to resellers and to End Users without

Page 2 of 11
<PAGE>

your value-added enhancement. However, you may not market withdrawn
certified Products to resellers.

When you market withdrawn Products to resellers you agree to:

1. distribute Products fairly.

2. require your resellers to retain the necessary records (such as sales
and credit receipts):

3. identify the resellers to us; and

4. notify the resellers in writing that such Products are made available
for marketing only in the United States and Puerto Rico.

4. ASSOCIATION WITH AN AGGREGATOR

If you acquire IBM Personal System Products from an Aggregator, your
Aggregator is authorized to set up and test those Products for you on your
request. If the setup includes preloaded IBM Programs, you must ensure
that the End User has agreed to the terms of the applicable license
agreement prior to the preload.

5. INTERNAL USE OF PRODUCTS

If we authorize you as an industry remarketer of mid-range computer
Products, we allow you to acquire certain of those Products which you are
approved to market, for your own internal use within your remarketing
operations only and not for any other use including End User productive
use, even if such use is managed within your business enterprise. Your
value-added enhancement is not required for such acquisitions. The
Industry Remarketer Exhibit includes further details.

You may acquire Products for your internal use at your discount level at
the time we ship the Products. You agree not to remarket such Products for
24 months from their Date of Installation. These Products do not count
toward your minimum renewal criteria or any Commitment.

6. PRICES AND PRICE CHANGES FOR INDUSTRY REMARKETER EXHIBIT PRODUCTS

The following terms apply for Products listed in the Industry Remarketer
Exhibit.

A price decrease is effective on the date specified in our notice to you.
We apply the associated discount to the decreased single-unit price for
Products not yet shipped, provided you accept any related changes in terms.

Page 3 of 11
<PAGE>

Otherwise, you may select 1) the decreased price without discount or 2) the
discounted price available to you before the decrease.

Prices increases do not apply to you if we receive your order prior to the
effective date of the increase and if we ship your order within six months
of the date we receive it.

We may increase a recurring charge at any time. However, the effective
date of the increase may not be less than 90 days from the date of our
notice to you, and will be effective on the first day of the applicable
invoice period specified in the notice.

DISCOUNTS

We provide a discount schedule for Products listed in the Industry
Remarketer Exhibit. Some discount schedules have deeper discounts available
when you agree to acquire, as applicable, 1) a specific quantity of
Products from a specific Product Category, or 2) a minimum revenue amount
as specified in the Exhibit. We call this your "Commitment". If you change
your Commitment, you may subject to a higher or lower discount, as
applicable. The discount applies only to Products acquired after the
effective date of your Commitment change.

To determine your discounted price, we apply the applicable discount to the
Products lowest single-unit price in effect between the date we receive
your order and our date of shipment, if such shipment is within six months
of our receipt of your order. For Products shipped beyond the six months
period, the discount is applied to the single-unit price in effect on our
date of shipment.

Unless we specify otherwise, discounts do not apply to Program upgrades,
accessories, or field-installed Machine features, conversions, or upgrades.

If during our review of your compliance with this Agreement, we find you
have materially breached the terms of our relationship, in addition to our
rights under law and the terms of this Agreement, for the applicable
transactions, you will refund the discount you received from us and
reimburse us for all administrative expenses associated with our compliance
review activity.

7. RE-WORK EXPENSE

If you alter, defer, or cancel an order for Products and we incur expenses
to re-work the Products, we will invoice you for the actual expenses
incurred. For orders cancelled after shipment, the re-work charge is in
addition to the inventory adjustment handling charge specified in the
Industry Remarketer Exhibit.

Page 4 of 11
<PAGE>

8. INSTALLATION OF MACHINE FEATURES, CONVERSIONS, AND UPGRADES

For Machines listed in the Industry Remarketer Exhibit, we may require that
Machine features, conversions, and upgrades be installed only on
designated, serial-numbered Machines. You represent that you have the
permission of the owner (if you are not the owner of the Machine) and any
lien holders to 1) install features, conversions, and upgrades and 2)
transfer removed parts to us.

Some of these transactions (called "Net-Priced" transactions) include
associated replacement parts. We provide these parts on an exchange basis.
All removed parts in a Net-Priced transaction become our property.
Replacement parts assume the service status of the parts they replace. For
a Net-Priced transaction, you or your Customer must allow us to install it
within 30 days of its delivery and to recover the removed parts.
Otherwise, we may terminate the transaction, and the feature, conversion,
or upgrade must be returned to us at your expense.

9. IBM INDUSTRY REMARKETER EXHIBIT PROGRAMS

You agree to have one license for each Program you provide to End Users,
that is listed in the Industry Remarketer Exhibit. A Program which we
provide to you at no charge and which is licensed for use with a
Development System fulfills this requirement. You are responsible for
copying and distributing the Programs you provide to End Users. On our
request, you agree to also distribute documentation.

You agree to:

1. ensure that, when required, the applicable license agreement is signed
by the End User and the completed supplement is issued (with a copy
sent to us) before you copy and distribute the Program. Failure to
provide us with the signed agreements promptly after they are signed
is a material breach of this Agreement and cause for its immediate
termination;

2. promptly notify us if you become aware of any violation (or threatened
violation) of the license terms, and give us reasonable assistance in
enforcing our rights;

3. promptly notify us if the End User provides you with any required
notices under the license.

4. provide the End User with all Program Services we make available to
you; and

5. copy and distribute to the End User any defect-correction information
and subsequent Program releases we provide.

Page 5 of 11
<PAGE>

COPYING AIX PROGRAMS CONTAINING THIRD-PARTY CODE

If you are approved to market IBM RISC System/6000 AIX Programs containing
third-party code, you may neither 1) delegate your right to copy these
Programs nor 2) make copies that contain modifications you created from the
use of UNIX(R) or OSF/1(R) source code.

We do not grant you any rights to any trademarks of AT&T Technologies,
Inc., UNIX System Laboratories, Inc., or any of their affiliates.

You will not adopt a name for your product which is confusingly similar to
any trademark of AT&T Technologies, Inc., UNIX System Laboratories, Inc.,
or any of their affiliates.

You agree to:

1. maintain accurate records of the number of copies made;

2. provide us quarterly statements of the number of copies made in that
calendar quarter; and

3. annually, upon request, make all relevant records available for audit
by us, AT&T Technologies, Inc., UNIX System Laboratories, Inc., and
Open Software Foundation, Inc.(R)

PAYMENT

The following are the bases on which we may require the amount payable for
a Program to be paid:

1. one-time;

2. recurring (for example, a monthly license charge); or

3. a combination of both (for example, an initial charge and an annual
license charge).

We will specify the amount and basis for the particular Program.

Programs licensed to you on a recurring-charge basis are licensed for the
period indicated in our invoice. You may market such Programs only on the
same basis as licensed to you. You may not charge an End User a one-time
charge for a Program you license from us on a recurring-charge basis.
However, you may charge the End User whatever amount you wish for the
recurring charge.

Page 6 of 11
<PAGE>

(R) UNIX is a registered trademark of UNIX System Laboratories, Inc.
(R)OSF/1 and Open Software Foundation are registered trademarks of Open
Software Foundation, Inc.

10. DEVELOPMENT SYSTEMS

We may allow you to acquire Products for use primarily in developing,
testing. supporting, or demonstrating your value-added enhancement. We
call these Development System Products. We may also approve you to acquire
Products under these terms, for the exclusive use of development, support
and testing your value-added enhancement. Such Products may not be used for
demonstration purposes.

If you have a Development System Product that is a Machine for which there
is a field upgrade available, and you have acquired the maximum number of
Development System Products you may acquire for the contract period, you
may acquire the field upgrade (but not a replacement Machine) as a
Development System Product.

You agree not to resell, lease, or transfer a Development System Product
for 12 months from the Date of Installation of the Product (or its Machine
upgrade).

For a Development System Product listed in the Industry Remarketer Exhibit
(other than Programs), we will specify either a Development System price or
a Development System discount.

We make Programs, and their upgrades if applicable, available to you at a
100 percent discount, for use on an authorized Development System. Certain
Programs may require your payment of a fee. We will specify such Programs
and their fee. You agree not to resell, lease or transfer Programs you
acquire under these terms.

For a Development System Product listed in the Dealer Exhibit, we will
specify a Development System price.

We will specify, in the applicable Exhibit, the maximum quantity of each
Development System Product that you may acquire. If you are an industry
remarketer of mid-range computer Products, you must have a Development
System for each system type that you are approved to market.

We will provide applicable Warranty and Program Services for Development
System Products listed in the Industry Remarketer Exhibit. You are
responsible for these Services for Development System Products listed in
the Dealer Exhibit.

Development System Products do not count toward your minimum renewal
criteria or any Commitment. If you use a Development System Product in a

Page 7 of 11
<PAGE>

manner that does not comply with these terms, we may charge you the
difference between what you paid and the full price.

You may not combine this offering with any other discount or allowance.

11. PRELOAD OF PROGRAMS

For certain Machines specified in the applicable Exhibit, we will, on your
request, preload programs you select onto those on-order Machines.

We will:

1. send you a utility program and a kit containing blank tapes and
instructions so you can provide us with tapes containing the programs
selected for preload;

2. make production copies of the tapes you send us, use those copies to
load the Machine, and verify that the process is successfully
completed;

3. verify that the Machine is successfully delivered in a preloaded
condition: and

4. retain the tapes for at least three months following the shipment of
the last Machine for which preloading is ordered. You may request a
shorter retention period in writing. At the end of that period, we
will erase the programs from all tapes in our possession.

You agree to:

1. have a license for each IBM Program for which you order preloading;

2. ensure that the applicable license agreement is signed by the End User
and the completed supplement is issued (with a copy sent to us). You
must do this before we ship the Machine;

3. obtain approval from each owner of each non-IBM program you send us to
copy, to -

a. make as many copies as we may need to support the preload
process, and

b. reproduce, in each copy, only those copyright notices that appear
within the program;

Page 8 of 11
<PAGE>

4. provide us with programs and documentation according to the
instructions that accompany the kit we send to you. You agree to
return the entire kit and utility program;

5. provide us with tapes at least four weeks before the scheduled
shipment of the Machine for which you require preloading;

6. not send us any information that is confidential or proprietary to
anyone; and

7. pay any applicable charges for preloading. Any discount that applies
to the Machine also applies to preload charges.

12. TRIAL PRODUCTS

We may offer certain Products as "Trial Products." If you are approved for
a Trial Product, you may provide it to End Users for evaluation purposes,
or (if we agree) you may use it as part of a Development System. You may
either return or retain a Trial Product. If you do not wish to retain it,
you must notify us in writing before the end of the trial period.
Otherwise, we will consider the Product to be retained.

We will list in an Addendum the specifics of a trial, such as Trial period,
Trial Products, and, if applicable, the End User. We reserve the right to
withdraw a trial at any time.

If the End User is participating in the trial, you agree to ensure that we
receive the applicable agreement signed by you and the End User. You agree
to provide the End User with the necessary details of the trial.

We do not transfer title to Trial Products during the trial period. We
will service and support them, and bear the risk of loss (except for theft
or vandalism].

You agree:

1. to inform us of each Trial Product's location;

2. that the Product may not be moved to another location or altered,
without our prior written approval. However, you may attach a non-IBM
product or device to an IBM Machine without notice. You may not make
any alteration or attachment that creates a safety hazard or renders
maintenance of the Machine impractical;

3. to return, at the end of the trial period, all Products (including any
copies of Programs) not retained. The Products should be returned

Page 9 of 11
<PAGE>

unaltered and in the same condition as when delivered to you.
Alternatively, for Programs, you may destroy all copies; and

4. to furnish all labor for unpacking and packing.

If you retain a Trial Product, payment is due on the business day following
the last day of the trial period. For a Machine, we transfer title to you
and no longer bear the risk of loss as of that day. However, the warranty
period begins on the Date of Installation.

13. TRADE-IN MACHINES

We may specify certain Machines as eligible for trade-in. We will list in
an Addendum such items as the Machine you agree to purchase (called the
"Replacement Machine") and the Machine you agree to return to us (called
the "Replaced Machine"). When we accept a Replaced Machine, we give you
credit towards the purchase from us of other, eligible Machines. You
agree to ensure that the same End User who was using the Replaced Machine,
acquires the Replacement Machine. A Trial Machine may qualify as a
Replacement Machine.

For the Replaced Machine, you agree to:

1. restore an IBM Machine to its unaltered condition;

2. have it in operating condition on the day before it is available for
pickup;

3. furnish all labor for packing; and

4. ensure that title to it is free of any legal obligations or
restrictions on the day it is picked up, unless the IBM Credit
Corporation owns both the Replacement and Replaced Machines.

For the Replaced Machine, we will:

1. arrange for its pickup at your or the End User's location;

2. bear the risk of loss after it is picked up; and

3. pay normal transportation charges.

The credit we give is in addition to any other discount for which the
Replacement Machine may be eligible. The Replacement Machine counts toward
your Commitment, unless the Replaced Machine was previously counted toward

Page 10 of 11
<PAGE>

that Commitment. You agree to pay the full amount due for the Replacement
Machine. You may not reduce your payment in anticipation of receiving the
credit.

If both Machines in a trade-in are used as part of a Development System,
the Replaced Machine is not subject to Development System adjustment
charges.

14. MARKETING OF IBM SERVICES FOR A FEE

We approve you to market, and will pay you a fee, for eligible Services you
market 1) as our industry remarketer to End Users, or 2) as our managing
industry remarketer, to resellers. You, or if you are a managing industry
remarketer, your reseller, may market Services on any eligible machine in
an account when 1) the End User to which the Service is marketed acquired
your IBM approved value-added enhancement from you, or if you are a
managing industry remarketer, from your reseller, and the enhancement is
installed on one or more Machines you are approved to market, regardless of
who marketed the Machine to the End User, or 2) you, or if you are a
managing industry remarketer, your reseller, marketed a Machine to the End
User under an IBM Business Partner relationship which did not require an
IBM approved value-added enhancement.

Services may be marketed on eligible non-IBM machines regardless of whether
an IBM approved value- added enhancement is installed on a Machine in the
account.

We specify the eligible Sen/ices, and the percentages used to determine
your fee, in an Exhibit:

We will not pay you the fee if the machine is already under the Service or
if the Service had been terminated on the machine within the prior six
months at the same account.

Page 11 of 11
<PAGE>

IBM BUSINESS PARTNER AGREEMENT - REMARKETER
MARKET DEVELOPMENT FUND ATTACHMENT

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

These terms are in addition to those of the Industry Remarketer and Managing
Industry Remarketer Attachments. If there is a conflict among terms, the terms
of this Attachment will prevail. This Market Development Fund program will end
on December 1, 1994. We do not guarantee that it will be renewed or, if it is,
that it will be structured in the same way.

1. MUTUAL RESPONSIBILITIES

Each of us agrees to:

1. jointly develop a market development fund plan (specified in an
Addendum) for our RISC System/6000 Products; and

2. participate in quarterly reviews (for example, of marketing strategy
and market development activities).

2. OUR OTHER RESPONSIBILITIES

We will:

1. set up a market development fund to support your marketing of our RISC
System/6000 Products to resellers;

2. credit this fund with an amount which will be the greater of 1) [*]
percent of your 1993 Product attainment multiplied by [*] percent, or
2) $ [*]. Amounts we credit to the fund belong to us until we
disburse them for an approved market development activity. Therefore,
the fund and all amounts we credit to it belong to us. Any amounts
remaining in the market development fund after December 15, 1994, are
forfeited by you;

3. determine Your eligibility for disbursements from the fund:

4. reimburse you for preapproved expenses, for which you submit an
invoice and any other documentation that we may require.
Reimbursement amounts will not exceed your available market
development fund balance. We will provide reimbursements from the
fund based on the reimbursement percent we specify in the Addendum.
If this percent is less than 100, then you are responsible for the
balance;

5. change the reimbursement percent solely at our discretion;

* Redacted pursuant to application for confidential treatment.

Page 1 of 2
<PAGE>

6. reimburse you, in the following quarter, for approved expenses which
we do not reimburse (due to an insufficient market development fund
balance) in the quarter you submitted them; and

7. periodically reconcile disbursements from the fund to amounts credited
to the fund.

3. YOUR OTHER RESPONSIBILITIES

You agree to:

1. perform the activities specified in the market development fund plan;

2. use disbursements from the tuna to market our RISC System/6000
Products to resellers, according to the guidelines we provide;

3. submit our reimbursement form on a quarterly basis, by the dates
specified in the Addendum. You also agree to submit invoices for
reimbursement from the fund (if applicable), as we specify: and
4. retain records (according to our guidelines) for three years of your
use of a disbursement and expenses associated with the fund.

4. ENDING THE ATTACHMENT

This Attachment ends the earlier of 1) its termination or 2) December 1,
1994. When this Attachment ends, any Addendum under it will also end.
Either of us may terminate this Attachment, with or without cause, on one
month's written notice. We may terminate this Attachment at any time if
you materially breach any of its terms.

Page 2 of 2
<PAGE>

IBM BUSINESS PARTNER AGREEMENT - REMARKETER
MANAGING INDUSTRY REMARKETER - SCHEDULE A

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

These terms are in addition to those of the Industry Remarketer and Dealer
Exhibits and prevail over them. We may change these terms by giving you written
notice. These discount schedules apply to specific Products as identified in
the IBM Industry Remarketer Exhibit (Z125-4096). Those RISC System/6000, AS/400,
IBM Point of Sale Products, and Network Integration Products identified with an
"A" in the MIR column of the Industry Remarketer Exhibit are available to you at
the discounts described below.

1. RISC SYSTEM/6000 AND AS/400 DISCOUNT SCHEDULES

A. RISC SYSTEM/6000 PRODUCTS
-------------------------

1) Included in Category A of the Industry Remarketer Exhibit;

Annual Revenue Discount Base
Entry-$9.99M [*]%
$10.0-14.99M [*]%
$15.0-19.99M [*]%
$20M + [*]%

Includes Field Installed Features and Model Conversions.

Includes Software and 1/0.

RISC System/6000 Software Group to Group Upgrades, where
available, are eligible for the same discount as the base license
they are upgrading.

2) Not included in the Industry Remarketer Exhibit.

- RISC System/6000 Machine Type 7020 Model 40P
discount is [*]% (Dealer Exhibit terms and conditions).

- Managing Industry remarketers (MIRs) currently
approved for the IBM RISC System/6000 are authorized to
market the IBM 7586 Model 43P Industrial Computer to their
Industry Remarketer Affiliates.

7586 Model 43P is subject to standard Industrial
Computer discounts. Contact an IBM representative for the

* Redacted pursuant to application for confidential treatment.

Page 1 of 12

<PAGE>
applicable discounts. The following remarketer information
applies for the 7586 Model 43P.

- Price Reduction Category: 5
- Inventory Adjustment Category: 6
- Annual System Revenue Performance applies.
- The product is a customer setup machine.
- The product does not contain licensed internal code.

Please refer to IBM announcement letter, 595-104, dated
10/31/95, for complete terms and information on this
product.

7573 Model 001 and 7574 Model 001 Industrial Graphics
Displays.

These Products are eligible for the RISC System/6000 Products
discount grid, listed in this Schedule, that applies to
Category A Products of the Industry Remarketer Exhibit. The
following Remarketer information applies for these Products:

- Price Reduction Category: 5
- Inventory Adjustment Category: 6
- Annual System Revenue Performance applies
- The Product is a customer setup machine.
- The Product does not contain licensed internal code.

B. AS/400 PRODUCTS
---------------

INCLUDED IN CATEGORY B OF THE INDUSTRY REMARKETER EXHIBIT

Machine Type Discount

9401/P03 [*]%
9402 [*]% (9402 Model 236 new machine orders are available at a
30% discount).
9404 [*]% (9404/3XX Models available on an exception
basis only)
9406 [*]%

. AS/400 Field Installed Features and Model Conversions for AS/400
Machine Types 9401/9402/9404/9406: [*]%

. AS/400 Software and I/O Products: [*]%

- Field Installed Features and Models Conversion for AS/400 I/O
Products: [*]%
- ASI400 Software Group to Group Upgrades, where available, are
eligible for the same discount as the base license being
upgraded.

* Redacted pursuant to application for confidential treatment.

Page 2 of 12
<PAGE>

C. EXCEPTIONS
----------

The following exclusions and maximums apply and prevail over the
Discount Schedules above:

CATEGORY A
----------

The discount for RISC System/6000 Machine Type 7248 (all models), as
well as Model Conversions for Machine Type 7248, is [*]%.

Discount Caps

Maximum discount
5765-496 = [*]%
5775-526 = [*]%
5601-263 = [*]% (Processor Category D5, 1-2 User Tier Only)
5621-027 = [*]%
5765-083 = [*]%
7010 = [*]% (Models 140, 150, and 160 are available at a
single discount of [*]% and may be marketed
independent of the standard Value-Added
Enhancement requirement. Orders for field
installed features and model upgrades are
available at the discounts described in the
Annual Revenue table of Schedule A.

CATEGORY A1 - Architecture and Engineering Series Programs and CAD/CAM
-----------
Programs

These licensed programs may only be marketed to those IBM Industry
Remarketer Affiliates who have been approved for those Products as
their Approved Value-Added Enhancement.

The following Licensed Programs are available at a [*]% discount:

5696-054 5696-055 5696-057
5696-060 5696-061 5697-186

CATEGORY B
----------

The IBM 9337 is available at a [*]% discount for new machine orders.

CATEGORY B1
-----------

The following Licensed Programs are available at a [*]% discount:

* Redacted pursuant to application for confidential treatment.

Page 3 of 12
<PAGE>

5696-024 5696-025 5696-026 5696-027 5696-029
5696-030 5696-034 5733-CLS 5733-CSB 5733-CSC
5733-CSR 5733-CSS 5733-CS5 5733-CS7 5733-CS9
5733-055 5733-056 5738-FNT 5738-FS1 5738-0S1

The following Licensed Programs are available at a [*]% discount:

5696-006

The following Licensed Programs are available at a [*]% discount:

5620-ABL

CATEGORY G1
-----------

7526, 7526 discount = [*]%

CATEGORY M
----------

The following Licensed Programs are available at a [*]% discount:

5696-237 5896-238 5696-239 5696-240 5696-347
5765-117 5765-118 5765-119 5765-121 5765-148
5765-152 5765-532 5765-533 5765-534 5765-537
5765-538 5765-540

The following Licensed Programs are available al a [*]% discount:

5601-260 5696-108 5696-236 5765-316

The following Licensed Programs are available at a [*]% discount:

5765-191 5765-192 5765-193 5765-263 5765-337
5765-338 5765-339 5765-340 5765-341 5765-342
5765-347 5765-348 5765 440 5765 441 5765-442
5765 443 5765-605 5765-606 5765-607

The following Licensed Programs are available at a [*]% discount:

5765-527

CATEGORY X
----------

Products included in this category are available for marketing by both
AS/400 and RISC System/6000 Remarketers.

The following Licensed Programs are available at a [*]% discount:

5621-159 5622-275 5622-276

The following Licensed Programs are available at a [*]% discount:

* Redacted pursuant to application for confidential treatment.
Page 4 of 12
<PAGE>

5798-RZB

D. PRINTERS FROM THE IBM PRINTING SYSTEMS COMPANY
----------------------------------------------

The printers from the IBM Printing Systems Company may be marketed without
the standard Value-Added Enhancement requirement, and are available via the
IBM Printing Systems Company Remarketer Exhibit, for reference purposes,
available Products are listed in Category L of the Industry Remarketer
Exhibit. These printers are available at a [*]% discount, with the
following exceptions:

3930/03D, 03S = [*]%
4232/302 = [*]%
42471A00 = [*]%
6252/P08, P12 = [*]%
6400/004 = [*]%
6408/A00 = [*]%
6412/A00, CTO, CTA = [*]%

E. DEALER EXHIBIT PRODUCTS
-----------------------

3476, 3486, 3487, 3488 maximum = [*]%

F. IBM UNINTERRUPTIBLE POWER SUPPLY (UPS)
--------------------------------------

1) Discount Schedule for UPS Products.

CATEGORY MACHINE TYPE MODEL ELIGIBLE DISCOUNT
K5 9910 Bxx* [*]%
Exx* [*]%
B30, B50, EP5 [*]%
EP8, E80, U33 [*]%

MES orders for Machines in this Category are not eligible for a discount.

* Except for models specifically listed at a different discount.

2) Discount Schedule for ail other UPS Products:

KVA CAPACITY MIR DISCOUNT
(less than) 3 KVA [*]%
3 (less than) 18 KVA [*]%
= (greater than) 18 KVA Quoted on request.

2. IBM STORAGE PRODUCTS

* Redacted pursuant to application for confidential treatment.

Page 5 of 12
<PAGE>

Products included in categories S1, S3, and S4 of the IR Exhibit may be
marketed by Industry Remarketer Affiliates independent of the standard
Value-Added Enhancement requirement.

Category S1 All Products = [*]%
Category S2 3490/CXX, EXX = [*]%
3494 = [*]%
Category S3 7135 = [*]%
Category S4 All Products = [*]%
Category SS 5765-564 = [*]%

MES orders are eligible for the same discount as the base machine,, unless
otherwise indicated.

3. IBM POINT OF SALE PRODUCTS

POINT OF SALE TERMINAL

Machine Type* Discount
4694 [*]%
4695 [*]%

Includes Field Installed features and ModeJ Conversions.

* IBM Point of Sale Products acquired under the terms of this
Schedule are subject to the following Inventory Adjustment and Price
Reduction Credit Provisions:

INVENTORY ADJUSTMENT PROVISIONS

Each quarter of your contract period, you must report your inventory of
approved IBM Products as of the last calendar day of the preceding quarter.
You must use a form provided by IBM and the completed inventory form must
be received by IBM no later than the 10th workday of the new quarter.

The maximum number of units of a Product you may return in a given quarter
is equal to the number of units of such Product you reported as the final
inventory for the previous contract period quarter. You may return these
Products only once per contract period quarter. If Products being returned
are accompanied by an order for new Products in an amount equal to or
greater than the dollar value of the Products being returned, no Inventory
Adjustment Charge will apply. If Products are returned without an
accompanying order of equal or greater value, a [*]% Inventory Adjustment
Charge will apply to all Products being returned.

PRICE REDUCTION CREDIT PROVISIONS

* Redacted pursuant to application for confidential treatment.

Page 6 of 12

<PAGE>

Price Reduction Credits are based on a nine (9) month look back and are
applicable to machine type/models and associated field installed features
and model conversions shipped from IBM as MES orders. In order to quality
for a Price Reduction Credit, the following criteria must be met:

-The Products must have been shipped by IBM during the 9-month period
immediately preceding the effective date of the decrease.
-The Products must be in the original unopened packaging.
-The Products Date of Installation must not have occurred as of the
effective date of the decrease.
-The Product was not ordered for Development System installation.

You must use a form provided by IBM to report that inventory in your
possession as of the effective date of the decrease and to certify the
above requirements. IBM may request copies of invoices, including any
credit invoices, issued to you by IBM for the Products you are requesting
credit on.

IBM Customer Agreement Licensed Programs do not qualify for Price Reduction
Credits.

4. IBM NETWORK INTEGRATION PRODUCTS

Products included in this section have unique certification requirements.
Please contact your IBM representative for details. Products included in
this section are available at the discounts described below. MES orders
for installed features and model conversions are available at the same
discount as the base machine type/model it is ordered for installation on.

CATEGORY D
Eligible
Type/Model Discount
8250/All [*]%
8260/All [*]%
8281 and 8282 [*]%

6611/120 [*]%
6811/125 [*]%
6611/145 [*]%
6611/175 [*]%

2210 [*]%
9741/001 [*]%

CATEGORY D1

* Redacted pursuant to application for confidential treatment.

Page 7 of 12
<PAGE>

Licensed Programs included in Category D1 are available at a 37% discount
with the following exceptions:

5648-016 [*]%
5765-368 [*]%

5. MANAGING INDUSTRY REMARKETER DEMONSTRATION SYSTEM

Managing Industry Remarketers may acquire the following quantities of
Demonstration System Products each contract period for use in supporting,
recruiting, and training their Industry Remarketer Affiliates.

Demonstration Products are made available to the MIR at the Development
System Discounts specified in the Industry Remarketer Exhibit.

Demonstration Products must be retained by the MIR for a minimum of twelve
months from the Date of Installation.

Refer to the Managing Industry Remarketer Attachment for additional terms.

PRODUCT QUANTITY AVAILABLE
------- ------------------

RISC System/6000 Processors [*]
POWERparallel Processors (9076) [*]
AS/400 Processors [*]
- 9401/P03 [*]
* Network Integration Products [*]
* Point of sale Products [*]
** Storage Products [*]

* MIRS may acquire the quantities indicated for each machine type they are
approved to market in these Categories.

** MIRs may acquire up to 10 of the Products they are approved to market in
these Categories.

MIRs may acquire Products from the Complementary Categories in these
quantities that IBM has indicated in the maximum number of these Products
that will attach to their Demonstration System Processor Type.

6. FEDERAL DISCOUNTS

Managing Industry Remarketers authorized to market the RISC System/6000 or
Network Integration Products to Industry Remarketer Affiliates may acquire
Products for installation in a Federal account under the following discount

* Redacted pursuant to application for confidential treatment.

Page 8 of 12
<PAGE>

schedules. MIR specific revenue commitments and discounts are identified in
the individual MIR's Profile. Please contact your IBM representative for
details.

A. MANAGING INDUSTRY REMARKETER FEDERAL DISCOUNT SCHEDULE
------------------------------------------------------

1) RISC SYSTEM/6600 PRODUCTS
-------------------------

Discounts
Annual System
Revenue Performance* Hardware Software

Entry-$9,999,999 [*]% [*]%
$10,000,000 - $14,999,999 [*]% [*]%
$15,000,000 - $19,999,999 [*]% [*]%
$20,000,000 and over [*]% [*]%

* This discount schedule is based on a single RISC System/6000 revenue
commitment for Products acquired for both federal and commercial
installations.

a) The hardware Products in Category A on the IR Exhibit (Z12S-4096)
are eligible for the hardware discounts above.

b) The software Products in Category A are eligible for the software
discounts listed above.

c) Some Products listed in the Network Integration Products Federal
Discount Schedule below may also be eligible RISC System/6000
Products. These Products may be acquired at the discounts listed
below by IBM Authorized MIRs approved to market RISC System/6000
Products to Industry Remarketer Affiliates.

d) All other authorized Products are available at the standard
MIR/IR published discounts.

2) NETWORK INTEGRATION PRODUCTS FEDERAL DISCOUNT SCHEDULE
------------------------------------------------------

Machine Type Description Discount
Category O 6611 Network Processor - Model 12x [*]%
8260 Multiprotocol Intelligent Switching Hub [*]%
9741 High Speed Inverse Multiplexor [*]%
2210 Nways Multiprotocol Router [*]%
2217 Nways Multiprotocol Concentrator [*]%
Category D1 5648-016 Multiprotocol Network Program [*]%
Category K1 9309 Rack Enclosure Expansion Unit [*]%
Category K2 3299 Multiplexor Hub

* Redacted pursuant to application for confidential treatment.

Page 9 of 12
<PAGE>

a) Hardware Products specifically listed above are eligible for discounts
listed above when sold to Federal End Users.

b) All additional Network Integration Products are eligible to IBM Authorized
Industry Remarketers approved to remarket Network Integration Products are
available at standard MIR/IR published discounts.

B. FEDERAL END USER DEFINITION
---------------------------

The following definition of "end user" applies when marketing to federal
Government accounts:

A) "Federal End User" includes federal government agencies or any other
entity listed in GSA Order ADM 4800.2D, including those entities
listed in Appendices A, B, and G of the Order, and any successor Order
which may be published by the GSA in the federal Register. The term
Federal End User also includes federal government cost reimbursement
prime contractors and management and operating contractors that
receive proper authorization under FAR Part 51 from federal agencies
to make federal purchases or acquisitions where licenses granted and
title to equipment vest in the federal government.

B) The IR may propose an integrated solution through a higher-tier
federal contractor in fulfillment of a specific government procurement
where title to the IBM equipment passes directly to the federal
government. In no event shall the IR permit transfer of title for any
IBM equipment purchased under this Agreement to other than the federal
government. Under no circumstances may the IR assign any of its
responsibilities under the IR Agreement to the Federal End User.

7. IBM SERVICES OFFERINGS
----------------------
MANAGING INDUSTRY REMARKETER
Service Offering DISCOUNT FEE PERCENT (1)

Maintenance
-----------
Maintenance Service [*] [*]%
Corporate Service Offering(CSO) [*] [*]%
Mid Range Service Offering (MRSO) [*] [*]%
Entry Systems Service for Remarketers (ESSR) (2) (2)
Corporate Service Offering for Remarketers (CSO/R) (2) (2)

Continuing Support
------------------
Support Family Services
AS/400 [*]% [*]%
AIX [*]% [*}%

* Redacted pursuant to application for confidential treatment.

Page 10 of 12
<PAGE>

Customized Operational Services
ESCON Migration Services [*]% [*]%
SiteManager [*]% [*]%

Project Support (3)
-------------------
Customized Operational services (4) [*]% [*]%

Customized Operational Services Equipment
Air Conditioners and Chillers [*]% [*]%
Surge Suppressors [*]% [*]%
Uninterruptible Power Supplies(UPS)
Less than 3 KVA [*]% [*]%
3 to 18 KVA [*]% [*]%
Greater than 18 KVA Upon Request [*]%
Liebert DataPad* [*]% [*]%

Systems Integration [*] [*]%
Application Design & Development [*] [*]%

Other Services (Examples)
LAN Doctor Services, SmoothStart, Softinstall [*]% [*]%

NOTES:
-----
(1) The fee percent is applied to the Servico's one-time or recurring
charge that IBM invoices the End User. For a recurring charge, we
apply the percent to [*] times the monthly charge.

(2) Eligible machines, discounts and periodic payment percentages are
contained in the Exhibit for Corporate Service Option (Z125-3928) and
Remarketer Exhibit for CSO Option (Z125 4170), and Remarketer Exhibit
for Entry Systems Service (Z125-4254), as applicable.

Payments are made quarterly for CSO and for ESS based upon the amount
of adjusted charges invoiced during the quarter period.

PAYMENT ADJUSTED
Percent Charges Invoiced

[*]% $ 0 - $12,499
[*]% 12,500 - 49,999
[*]% 50,000 - 124,999
[*]% 125,000 or greater

(3) Fees are paid on the total contract amount, including non-IBM
Products, but excluding services which you, or your reseller we

* Redacted pursuant to application for confidential treatment.

Page 11 of 12
<PAGE>

approve, perform as a subcontractor. Services offered by ISSC,
EduQuest, and Education and Training are excluded.

(4) The fee percent or discount is applied to the Service's charge,
excluding moving company charges.

* The following is a trademark of the indicated companies: DataPad
(Liebert)

Page 12 of 12