INACOM SERVICES

SERVICE LEVEL AGREEMENT

WITH

COMPAQ COMPUTER CORPORATION

Service Level Agreement (the "AGREEMENT"), dated as of February 16,
2000, by and between Compaq Computer Corporation, a Delaware corporation, on
behalf of itself and its wholly owned subsidiaries ("COMPAQ"), and Inacom
Corp., a Delaware corporation ("INACOM"). In the event of any inconsistency
between this Agreement and the Services, Supply and Sales Agreement between
the parties dated as of February 16, 2000 (the "SERVICES, SUPPLY AND SALES
AGREEMENT") as to the subject matter hereof, this Agreement shall control.

WHEREAS, Compaq, ITY Corp., a newly formed subsidiary of Compaq
("COMPAQ SUB") and Inacom have entered into an Asset Purchase Agreement dated
as of January 4, 2000, as amended (the "ASSET PURCHASE AGREEMENT");

WHEREAS, the execution of this Agreement is a condition to Compaq
Sub acquiring, and Inacom disposing of, the Purchased Assets (as defined in
the Asset Purchase Agreement) in connection with the Asset Purchase Agreement;

WHEREAS, Compaq has agreed to assist Inacom in the generation of
incremental revenue for Inacom's service business during the three one-year
periods following the closing of the Asset Purchase Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto hereby agree as follows:

SECTION 1. SERVICES CATEGORIES AND REVENUE TARGETS, APPLICATION AND
RECONCILIATION.

1.1 Compaq agrees to assist Inacom in the generation of incremental
revenues for InaCom's service business as follows:

(a) During the one year period commencing on April 1, 2000
(the "YEAR 2000 PERIOD"), Compaq will assist Inacom in the generation of
revenues for Inacom's service business derived from the five service
categories ("SERVICE CATEGORIES") specified in Section 2.1 through

2.5 below in an aggregate amount of $85 million (as summarized in Exhibit 1).

(b) If Inacom shall have satisfied in all material respects
the conditions to Compaq's obligations as set forth in the last paragraph of
this Section 1.1 for the year 2000 period, this Agreement shall be extended
automatically, except as otherwise terminated pursuant to Section 5.7, for an
additional one year period commencing immediately after the termination of
the year 2000 period (the "YEAR 2001 PERIOD"). During the year 2001 period,
Compaq will assist Inacom in the generation of revenues for Inacom's service
business derived from the Service Categories in an aggregate amount of $140
million (as summarized in Exhibit 1).

(c) If Inacom shall have satisfied in all material respects
the conditions to Compaq's obligations as set forth in the last paragraph of
this Section 1.1 for the year 2001 period, this Agreement shall be extended
automatically, except as otherwise terminated pursuant to Section 5.7, for an
additional one year period commencing immediately after the termination of
the year 2001 period (the "YEAR 2002 PERIOD"). During the year 2002 period,
Compaq will assist Inacom in the generation of revenues for Inacom's service
business derived from the Service Categories in an aggregate amount of $195
million (as summarized in Exhibit 1).

Compaq shall provide to Inacom for planning purposes at each
quarterly business review a rolling four-quarter forecast of estimated
revenue for each Services Category for each year. Compaq's first forecast is
attached as Exhibit 1. Compaq's intent is to use commercially reasonable
efforts to direct revenue to Inacom above Compaq's annual revenue targets. It
is understood that any business above the targeted amounts will depend on the
percentage of Compaq's business that is direct to end-user.

Compaq's obligations set forth in this Section 1 shall be subject to
Inacom's ability to reasonably competitively price its services (which for
these purposes shall not require Inacom to be the lowest-priced service
provider) and to fulfill its service level obligations set forth in this
Agreement and in the associated services agreements referenced herein. If
Compaq believes Inacom has not satisfied in any material respect the
foregoing conditions at any time, Compaq shall, to the extent permitted by
law, deliver a written notice to Inacom to such effect indicating its
intention to enforce its rights under this paragraph, and Inacom shall have
90 days after the date of such notice to cure the matters referenced in such
notice. The provisions of this paragraph will not limit the termination
provisions of Section 5.7(c).

1.2 APPLICATION OF REVENUE. Qualifying revenue (i.e., that Inacom
service revenue that qualifies for application against Compaq's annual
revenue targets) shall be applied when paid by Compaq or when due from a
party other than Compaq.

1.3 RECONCILIATION OF REVENUE.

(a) Within sixty days of the end of each of the three
annual periods specified

in Subsection 1.1 above, Compaq and Inacom will confirm whether or not Compaq
met its annual revenue target for the preceding year. If it is determined
that Compaq did not meet its revenue target for the preceding year, Compaq
shall pay to Inacom an amount equal to fifty percent (50%) of the revenue
target shortfall for that year.

(b) If Compaq had a shortfall to its revenue target for the
year 2000 period and/or year 2001 period, but meets its three-year aggregate
revenue target as set forth in Exhibit 1, as amended from time to time,
before the end of the year 2002 period, Inacom shall credit to Compaq's
account an amount equal to the total shortfall payments made by Compaq to
Inacom for the years 2000 and 2001. Such credit shall be applied against
subsequent purchases of services by Compaq from Inacom as specified by Compaq.

SECTION 2. SERVICES CATEGORIES.

2.1 ON-SITE/OFF-SITE COMPAQ WARRANTY SERVICES.

(a) DEFINITION OF WORK. On-site and off-site warranty
services for Compaq products as those services are more fully described in
the Compaq Guaranteed Service Provider Program "Maintainer Agreement - United
States Warranty Service" dated May 19, 1998, as from time to time may be
amended by mutual agreement of the parties ("GSP MAINTAINER AGREEMENT") and
in any successor agreement.

(c) PERFORMANCE CRITERIA. Inacom shall maintain throughout
the term of this Agreement a level of service performance which meets or
exceeds the level of satisfaction generally considered by end-users to be
acceptable within the industry. It is agreed that Compaq shall have the sole
right using reasonable and prudent judgment to determine if Inacom is
providing such level of performance.

(d) FEE SCHEDULE. Subject to the labor rates specified in
the GSP Maintainer Agreement.

2.2 MULTI-VENDOR SERVICES, NON-WARRANTY COMPAQ PRODUCT SERVICES
AND OTHER SERVICES.

(a) DEFINITION OF WORK. The services described in and
contemplated by the Master Subcontract Agreement for Warranty and Remedial
Maintenance Services between Compaq and Inacom dated August 5, 1999, as from
time to time may be amended by mutual agreement of the parties (the "MASTER
SUBCONTRACT AGREEMENT"), and those installation,
3

migration, system deployment and other project based services as specified in
the applicable project agreement and/or statement of work; including but not
limited to the following:

- Maintenance of existing Multi-vendor Contracts
- Maintenance of Warranty on new Multi-Vendor Service Contracts
e.g. Dell, HP, IBM, Apple
- Off site repair for selected Compaq/Non Compaq products
- Remedial support services for Compaq Sold Carepaq's
- Installation support services for Compaq Sold Carepaq's
- Project based work such as, installation, migration & system
deployment services
- New service offers to be jointly developed by Compaq and Inacom
with the express intent of tailoring such offers for delivery by
Inacom
- Other services which are not specifically designated to one of
the other Services Categories

(b) SERVICE CAPABILITIES. Inacom shall maintain throughout
the term of this Agreement all service capabilities, and associated training,
certification, logistics, communications and other capabilities as described
in the Master Subcontract Agreement. In addition, Inacom shall maintain for
the term of any installation, migration, system deployment or other project
based services engagement all service capabilities specified in the
applicable project agreement and/or statement of work.

(d) FEE SCHEDULE.

- The maintenance and repair services fee schedule shall be
as specified in the Master Subcontract Agreement.

- Prices and fees for installation, migration, system
deployment and other project based services shall be as
specified in an amended version of the Master Subcontract
Agreement or in the applicable purchase order, project
agreement and/or statement of work.

2.3 CALL HANDLING SERVICES.

(a) DEFINITION OF WORK.

- REMEDIAL CALL CENTER SUPPORT. Inacom will take calls that
are redirected from Compaq's Customer Support Centers
(CSCs), and on an as needed basis will take overflow calls
from the CSCs. A xxxxxx description of the services will
be contained in a definitive Call Handling Services
Agreement to be entered into by the parties subsequent to
the execution of this Agreement. Such Call Handling
Services Agreement shall be substantially in the form of
the Call Handling Services Agreement, including its
Service Capabilities attachment, attached hereto as
Exhibit 2.

- CUSTOMER HELP DESK. Inacom will take calls from Client end
users in support of hardware and software problems. Inacom
will maintain call records, provide multi-tier support,
escalations and diagnosis before dispatch. Inacom will
manage these calls in Inacom's call handling system
utilizing knowledge-based tools. Standard reports will be
provided monthly. A xxxxxx description of the services
contemplated by this paragraph will be contained in the
executed Call Handling Services Agreement.

(b) SERVICE CAPABILITIES. Inacom shall maintain throughout
the term of this Agreement all service capabilities, and associated training,
certifications, communications and other capabilities as described in a
definitive Call Handling Services Agreement, including its Service
Capabilities attachment, to be entered into by the parties subsequent to the
execution of this Agreement, substantially in the form and content of the
Compaq Call Handling Services Agreement, including its Service Capabilities
attachment attached hereto as Exhibit 2.

(c) PERFORMANCE CRITERIA. Inacom shall maintain throughout
the term of this Agreement a level of service performance that meets or
exceeds the level of satisfaction generally considered by end-users to be
acceptable within the industry. It is agreed that Compaq shall have the sole
right using reasonable and prudent judgment to determine if Inacom is
providing such level of performance.

(d) FEE SCHEDULE. Subject to the fee schedule specified in
the Call Handling Services Agreement.

2.4 INACOM BRANDED SERVICES.

(a) DEFINITION OF WORK. Compaq's sale of Inacom branded
services.

(b) SERVICE CAPABILITIES.

- Compaq shall professionally represent Inacom's branded
service offerings. Compaq will make commercially
reasonable attempts to sell such services to its customer
base and to new customers. Compaq will provide its Sales

representatives with appropriate training, documentation
and support materials, contingent upon Inacom's providing
such training, documentation and support materials to
Compaq.

- Inacom shall maintain throughout the term of this
Agreement all necessary capabilities to deliver and
support the Inacom branded services sold by Compaq. Inacom
shall make available to Compaq the same level of training,
sales support, literature and information that Inacom
makes available to its own sales force and resellers.

- The parties shall enter into an appropriate service
agreement for this category of services substantially in
the form of the Master Agreement for Professional Services
or Master Subcontract Agreement, as appropriate.

(d) FEE SCHEDULE. Subject to the fee schedule in the
applicable service agreement.

2.5 PROFESSIONAL SERVICES.

(a) DEFINITION OF WORK.

- Offsite Client and server staging and deployment to customer
site

- Onsite client and server installation of hardware and
identified Operating Systems, desktop applications

- Project based work such as, installation, migration & system
deployment services

(b) SERVICE CAPABILITIES. Inacom shall maintain throughout
the term of this Agreement all service capabilities, and associated training,
certifications, communications and other capabilities as described in a
definitive Master Agreement for Professional Services to be entered into by
the parties subsequent to the execution of this Agreement, substantially in
the form and content of the Compaq Master Agreement for Professional Services
attached hereto as Exhibit 3.

Agreement a level of service performance that meets or exceeds the level of
satisfaction generally considered by end-users to be acceptable within the
industry. It is agreed that Compaq shall have the sole right using reasonable
and prudent judgment to determine if Inacom is providing such level of
performance.

(d) FEE SCHEDULE. Subject to the labor rates specified in
the Master Agreement for Professional Services.

(e) PREMIER SERVICE PARTNER. Compaq shall designate InaCom
as a "Premier Service Provider for Distributed Desktop Infrastructure
Services."

SECTION 3 RULES OF ENGAGEMENT.

3.1 MANAGEMENT OPERATING MODEL

- SERVICES EXECUTIVE COORDINATORS. Compaq and Inacom will each
assign a mutually agreed to "Services Executive Coordinator"
to provide management oversight to this Agreement
relationship. These Services Executive Coordinators will be
responsible for:

- ensuring compliance with the terms and conditions set forth
in this Agreement
- addressing any issues that may arise over the course of the
term of this Agreement
- escalating any unresolved issues using the escalation
process outlined in the following subsection .
- conducting quarterly business reviews
- applying the appropriate resources from their respective
companies to achieve the stated objectives of this Agreement
- providing any coordination activity internal to their
respective companies required to support this Agreement

3.2 MANAGEMENT ESCALATION PROCESS.

- If in the course of the performance of this Agreement the two
Services Executive Coordinators are unable to mutually resolve
an issue, the issue will be brought to the Compaq Vice
President and General Manager, Customer Services and Inacom
Senior Vice President, Solutions Delivery for management
resolution. Should these two individuals fail to achieve
mutually acceptable management resolution, the issue will be
raised to the Chief Executive Officer of the respective
companies for management resolution. Thereafter, if an issue
is not mutually resolved, the parties shall resolve such issue
in accordance with Section 5.8 hereof.

3.3 BUSINESS REVIEW PROCESS.

- A business review will be held once each calendar quarter over
the term of this Agreement. These business reviews will review
performance to date against this Agreement, review out-quarter
business opportunities, and address any open issues related to
this Agreement and its performance. The attendees, timing,
location and specific agenda for each of these business
reviews will be decided upon by the two Services Executive
Coordinators.

- An executive review will be conducted on or before August 1,
2000 by the Compaq Vice President and General Manager,
Customer Services and the Inacom Senior Vice President,
Solutions Delivery, to review the year to date performance
under this Agreement and to consider the need for any changes
to this Agreement, to be mutually agreed upon by the parties.

3.4 BID/WIN SITUATIONS

- Inacom and Compaq will agree upon a schedule of packaged
solutions, including their rate structures, that Compaq will
use as the basis for responding to customer solicitations,
without the need for Inacom to review or approve any
engagement that meets the criteria for such packaged
solutions.

- For customer opportunities that are eligible for custom
solutions and/or pricing, Inacom will respond in a timely and
commercially reasonable manner to Compaq's four Customer
Services Bid/Win Teams or not more than ten designated
Professional Services Acquisition Consultants requests for
information, bid resources and acceptance/refusal to bid
opportunities; and in any event in sufficient time for Compaq
to respond to a documented customer response request.

- Any revenue recognized by Inacom as a result of a services
sales lead brought to Inacom by Compaq, provided Inacom was
not already engaged in the bid process with the customer, will
be applied to the annual revenue target. Compaq and Inacom
agree that the maximum sales lead revenue applied to an annual
revenue target will not exceed 30% of the total annual revenue
target for that year.

- Should Compaq and Inacom find themselves in a competitive bid
situation and Compaq wins the bid, any service business made
available to Inacom by Compaq, will be applied to the annual
revenue target.

- Should Inacom refuse to accept any service business presented
to them by Compaq that meets the criteria of any of the
Services Categories, the applicable

services agreement and agreed to rate schedules, the revenue
associated with such business will be applied to the annual
revenue target.

3.5 ON-GOING DEAL MANAGEMENT SITUATIONS

- Revenue from renewals of Compaq service contract business
awarded to Inacom in previous years will be applied to the
applicable annual revenue target.

3.6 NEW SERVICE OFFERS

- Compaq and Inacom shall commence within thirty days of the
closing of the Asset Purchase Agreement a joint effort to
develop new service offers with the express intent of
tailoring such offers for delivery by Inacom. Once
established, these service offers from time to time may be
amended, replaced, added to or eliminated by mutual agreement
of the parties.

SECTION 4. OVERALL REVENUE ALLOCATION AND PERFORMANCE CRITERIA.

4.1 REVENUE APPLICATION CRITERIA. The purpose of this section is to
set forth or reiterate certain criteria that will be used to identify revenue
to be applied to Compaq's annual revenue targets.

- All business opportunities presented to Inacom for services
anywhere in the United States that fall within the five
Services Categories will be counted toward the annual revenue
target, including:

- If Inacom does not have local service capability in the
required locations.

- If, with respect to any individual customer engagement,
Inacom's service quality is not maintained at the levels
specified in Section 2 and the applicable service agreement,
Compaq at its sole discretion may terminate Inacom with
respect to that engagement in accordance with the applicable
service agreement in the area of non-performance, provided
that Inacom has not cured such service quality deficiency
within 15 days after written notice thereof (or such shorter
period as required by the applicable customer). All revenues
Inacom would have received but for such termination will be
counted toward the annual revenue targets.

- The value Inacom derives from utilizing Compaq's
infrastructure to support the sale through delivery of service
will be quantified (as mutually agreed upon in good faith by
Inacom and Compaq) and applied to the annual revenue targets.
Examples of such Compaq infrastructure support include:

- Leveraging Compaq's purchase agreements

- Utilizing Compaq's on-site and off-site delivery capability
- Training that is not already included as a benefit of GSP or
other applicable service agreements.

SECTION 5 GENERAL.

5.1 MOST FAVORED CUSTOMER. Inacom agrees that Inacom will offer
Compaq its most favored customer fees (i.e. the lowest fees which it charges
any of its customers for comparable services under similar service
environments) for the services described in this Agreement, except in the
instance where lower pricing is offered to "meet competition" in response to
a documented lower bid, as such term is commonly used in the relevant
industry.

5.2 NOTICES. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile transmission) and
shall be given,

If to Inacom, to:

Inacom Corp.
Attention: Contracts Department
00000 Xxxxxx Xxxxx
Xxxxx, XX 00000

With a copy to:

Inacom Corp.
Attention: Xxx Xxxxx
0000 Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000

If to Compaq, to:

Compaq Computer Corporation
Attention: Xxxx Xxxxxx
MS530112
00000 Xxxxxxx 000
Xxxxxxx, XX 00000-0000

With a copy to:
Compaq Computer Corporation
Attention: Law Department

00 Xxx Xxxxxx Xxxx
Xxxx, XX 00000

All such notices, requests and other communications shall be deemed received
on the date of receipt by the recipient thereof if received prior to 5 p.m.
in the place of receipt and such day is a business day in the place of
receipt. Otherwise, any such notice, request or communication shall be deemed
not to have been received until the next succeeding business day in the place
of receipt.

5.3 AMENDMENTS AND WAIVERS. (a) Any provision of this Agreement may
be amended or waived if, but only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement,
or in the case of a waiver, by the party against whom the waiver is to be
effective.

(b) No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights
and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.

5.4 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns; PROVIDED that no party may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement
without the consent of each other party hereto.

5.5 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the law of the State of New York without regard to the
conflicts of law rules of such state.

5.6 COUNTERPARTS; THIRD PARTY BENEFICIARIES. This Agreement may be
signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same instrument. This Agreement shall become effective when each party hereto
shall have received a counterpart hereof signed by the other party hereto. No
provision of this Agreement is intended to confer upon any person other than
the parties hereto any rights or remedies hereunder.

5.7 TERM AND TERMINATION.

(a) This Agreement shall terminate at the end of the year 2000
period, except to the extent extended pursuant to Section 1.1, subject to
Sections 5.7(b), (c) and (d).

(b) This Agreement shall terminate upon a Fundamental Change of
Inacom (unless otherwise agreed by Compaq) or upon a Fundamental Change of
Compaq (unless

otherwise agreed by InaCom). "FUNDAMENTAL CHANGE" means, with respect to
either party to this Agreement, (i) the acquisition by any person, entity or
group of beneficial ownership of voting securities representing more than 50%
of the total voting power of all voting securities of such party then
outstanding, (ii) the merger or consolidation of such party with any other
person or entity and (iii) the conveyance, transfer or leasing of all or
substantially all of the assets of such party.

(c) This Agreement shall terminate with respect to any Service
Category (unless otherwise agreed by Compaq) if Inacom is in material breach
of its service capability requirements or performance criteria with respect
to such Service Category hereunder or under the applicable service agreement,
if any; PROVIDED that Inacom has not cured such breach within 30 days after
written notice thereof. To the extent this Agreement is so terminated with
respect to any Service Category, Compaq's aggregate revenue target for each
remaining year or portion thereof will be reduced by the remaining revenue
target forecast specified in Exhibit 1, as amended from time to time,
relating to such Service Category.

(d) This Agreement shall terminate with respect to any Service
Category within 120 days after Inacom delivers a written notice to
Compaq that Inacom intends to terminate its capabilities in such
Service Category. To the extent this Agreement is so terminated
with respect to any Service Category, Compaq's aggregate revenue
target for each remaining year or portion thereof will be reduced
by the remaining revenue target forecast specified in Exhibit 1, as
amended from time to time, relating to such Service Category.

5.8 DISPUTE RESOLUTION. The parties wish to use reasonable measures
to avoid the litigation of any dispute under this Agreement. Therefore, any
dispute arising out of or relating to this Agreement or the breach,
termination or validity thereof shall be settled in accordance with one of
the following procedures. The parties shall use the procedures in the
following order of priority. Unless otherwise agreed, the parties shall each
bear all of their expenses incurred during the procedures. All negotiations
pursuant to this Subsection 5.8 shall be negotiated in good faith and are
confidential and shall be treated as compromise and settlement negotiations
for purposes of applicable rules of evidence.

(a) NEGOTIATION. At the request of either party to initiate this
dispute resolution process, the parties shall negotiate for a resolution of
the dispute in a meeting or series of meetings held at the site of the
non-requesting party. The meeting shall be attended by appropriate executives
of both parties who are at a higher level of management than the persons with
direct responsibility for the administration of this Agreement.

(b) MEDIATION. In the event that the dispute is not resolved by
negotiation within sixty (60) days of the original request to initiate this
dispute resolution process, the parties shall negotiate for a non-binding
mediation process which is appropriate for the dispute at issue

in a meeting or series of meetings held at the site of the original
non-requesting party.

(c) BINDING ARBITRATION. In the event that the parties are
unable to agree on a mediation process within ninety (90) days of the
original request to initiate this dispute resolution process, or the
mediation process does not settle the dispute within one hundred twenty (120)
days of the original request to initiate this dispute resolution process, the
parties shall consider settlement of the dispute by binding arbitration. If
the parties mutually agree to binding arbitration, the dispute shall be
settled by arbitration in accordance with the then current CPR Institute For
Dispute Resolution Non-Administered Arbitration Rules by three independent
and impartial arbitrators, of whom each party shall appoint one and the third
to be appointed by the two appointed by Compaq and Inacom . The arbitration
shall be governed by the United States Arbitration Act, 9 U.S.C., Sections
1-16, and judgment upon the award rendered by the arbitrators may be entered
by any court having jurisdiction thereof. The place of arbitration shall be
in the city of the original non-requesting party. The arbitrators are not
empowered to award damages in excess of compensatory damages up to any limit
specified in this Agreement and each party hereby irrevocably waives any
right to recover such damages with respect to any dispute resolved by
arbitration. The statute of limitations of the State of New York applicable
to the commencement of a lawsuit shall apply to the commencement of an
arbitration hereunder, except that no defenses shall be available based upon
the passage of time during any negotiation or mediation called for by
Subsections 5.8 (a) through (c).

5.9 REPORTS AND AUDIT RIGHTS. Inacom shall maintain records and
ensure proper accounting of revenue applied toward Compaq revenue targets by
Service Category. Inacom shall provide a quarterly report to Compaq of
revenue applied against each Service Category. In the event of any
disagreement with Compaq regarding the content of any reports, Inacom agrees
to permit Compaq upon reasonable request and during normal business hours, to
review Inacom's records relating to Inacom's Compaq-related services
business. Such records shall include all records pertaining to the provision
of services at Compaq customer locations and revenue generated from
Compaq-related services.

5.10 CONFIDENTIALITY. This Agreement shall be considered a
confidential document of both parties. Except as required by law, neither
party shall disclose the contents or existence of this Agreement without the
prior written permission of the other party.

5.11 SUBCONTRACTING. Should Inacom wish to use resources other than
Inacom employees to deliver services via a subcontracting, franchise or other
form of business arrangement, except as specified in the applicable services
agreement, Compaq will have the right to refuse or accept such an
arrangement; provided that such acceptance by Compaq shall not be withheld
unreasonably. If Compaq does accept such an arrangement, Inacom shall be
responsible for ensuring the subcontractor, franchisee or other entity
complies with all requirements of this Agreement and any other applicable
service agreement. Such subcontractor, franchisee or other entity shall be
deemed Inacom's agent for purposes of this Agreement.

5.12 CONSEQUENTIAL DAMAGES

IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE FOR DAMAGES CAUSED BY THE
OTHER PARTY'S NEGLIGENCE, OR FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT
OR PUNITIVE DAMAGES, LOST PROFITS, LOST USE OF EQUIPMENT, LOSS OF STORED
MEMORY, COST OF SUBSTITUTE EQUIPMENT OR OTHER DOWNTIME COSTS, REGARDLESS OF
WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT
LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE
AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM
AGAINST THE OTHER BY ANY OTHER PARTY.

5.13 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter of this Agreement.

5.14 SINGLE AGREEMENT. This Agreement and the agreements identified
on Exhibit 4 of the Services, Supply and Sales Agreement (the Services,
Supply and Sales Agreement and such other agreements, collectively, the
"OPERATING AGREEMENTS") were entered into pursuant to the Asset Purchase
Agreement. The undertakings of each party hereunder and thereunder constitute
consideration for the undertakings of the other parties under all of the
Operating Agreements, and all of the Operating Agreements shall constitute a
single agreement. The material performance of the obligations of each party
under each Operating Agreement shall be a condition to the performance of the
obligations of each other party under each Operating Agreement. The rightful
rejection of any Operating Agreement (which shall not include an expiration
or termination thereof) requires the rejection of all Operating Agreements.

5.15 NO OFFSET. Neither party shall be permitted to offset any
payments to be made or credits to be applied under this Agreement with any
payments to be made or credits to be applied under the Asset Purchase
Agreement or the credit agreement contemplated by the Revolving Credit
Facility Commitment Letter dated as of February 15, 2000 from Compaq to
Inacom.

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

Inacom Corp.

By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxxx

Title: President and Chief
Executive Officer

Date: February 16, 2000

Compaq Computer Corporation

By: /s/ Xxxxx X. Mercury
-----------------------------
Name: Xxxxx X. Mercury

Title: Vice President and
General Manager, Customer
Services Division

Date: February 16, 2000

EXHIBIT 1

FORECASTS OF ESTIMATED REVENUE BY SERVICES CATEGORIES

____________________________________________________________________________________________
Services Categories 2000 2001 2002
____________________________________________________________________________________________

1. On-Site/Off-Site Warranty Service $10 million $20 million $25 million
____________________________________________________________________________________________
2. Non-Warranty Maintenance Services $50 million $75 million $100 million
____________________________________________________________________________________________
3. Call Handling Services $5 million $10 million $20 million
____________________________________________________________________________________________
4. Asset Management Services $15 million $25 million $35 million
____________________________________________________________________________________________
5. Professional Services $5 million $10 million $15 million
____________________________________________________________________________________________
Aggregate Revenue $85 million $140 million $195 million
____________________________________________________________________________________________

EXHIBIT 2

CALL HANDLING SERVICES AGREEMENT

This Call Handling Services Agreement ("Agreement"), made this _________________
day of _____________, 2000, is by and between _________________________, having
a principal place of business at ________________________________
("Subcontractor"), and Compaq Computer Corporation, having a principal place of
business at 00 Xxx Xxxxxx Xxxx, Xxxx Xxxxxxxxxxxxx 00000 ("Compaq"). The parties
agree that the terms and conditions of this Agreement and any applicable
Purchase Order(s) that may be issued hereunder will govern the purchase of
Services by Compaq from Subcontractor for the purpose of Subcontractor providing
such Services on behalf of Compaq to a customer or customers of Compaq
(hereinafter referred to as "Customer").

This Agreement will become effective on the date specified above and will
continue for a period of one (1) year, unless otherwise terminated as
provided herein or extended by the mutual consent of the parties. Any
expiration of termination of this Agreement will not alter the rights,
duties, or obligations of the parties relating to any Purchase Orders issued
by Compaq under this Agreement prior to the date of expiration or termination
of this Agreement.

This Agreement does not obligate Compaq to purchase any Services from
Subcontractor. Purchases, if any, will be as specified on a Purchase Order(s)
issued by Compaq pursuant to Section 2.

1. DEFINITIONS

a) "Acceptance" means written notification from Compaq to Subcontractor
that indicates that the Services have been evaluated and satisfy the
completion and acceptance criteria set forth or referenced in the Statement
of Work or Purchase Order. Acceptance may be partial or complete, as
specified in such notification.

b) "Invention(s)" means any designs, techniques, inventions, discoveries,
or improvements, whether patentable or not, that are conceived of or
reduced to practice by Subcontractor in providing the Services to Compaq or
Customer under this Agreement.

c) "Services" means consulting, integration, implementation, installation,
maintenance, support, design, development, training, management, and any
other work provided by Subcontractor in connection with meeting
Subcontractor's responsibilities under this Agreement.

d) "Statement of Work" means a statement agreed upon by Compaq and
Subcontractor that specifies the Services to be provided by Subcontractor,
the price, payment schedule, delivery schedule, and acceptance criteria for
such Services and, if applicable, detailed technical and administrative
requirements for the Services. The Statement of Work may also include
additional terms or modifications to this Agreement. A Statement of Work
will be created and agreed upon for each Purchase Order issued under this
Agreement.

2. PURCHASE ORDER, ORDER OF PRECEDENCE, SERVICES COORDINATORS

a) Subcontractor will furnish the Services to Compaq or Customer as
specified in the Statement of Work upon Compaq's issuance of a Purchase
Order to Subcontractor.

b) The following order of precedence will control in the event of any
conflict in terms and conditions:

1) Statement of Work,
2) Purchase Order, and
3) this Agreement.

The pre-printed terms and conditions on the reverse side of the Purchase
Order will not apply to this Agreement or any Purchase Order issued under
this Agreement.

c) Each party will appoint a coordinator for the Services to be performed
under each Purchase Order and Statement of Work. Subcontractor's
coordinator will have the authority to represent Subcontractor. Compaq's
coordinator will represent Compaq and be responsible for determining the
adequacy and acceptability of the Services provided by Subcontractor.

3. PAYMENT

Unless otherwise set forth in the Statement of Work or Purchase Order,
payment for the Services will be due forty-five (45) days from the later of
the date of Acceptance or the date Compaq receives a proper invoice from
Subcontractor.

4. RECORDS

Subcontractor will maintain account records in accordance with generally
accepted accounting practices to substantiate all invoices. Such records
will be made available to Compaq during normal business hours and will
include payroll records, expense accounts, attendance cards, and job
summaries. Subcontractor will maintain such records for three (3) years
from the date of final payment for the Services.

5. OWNERSHIP AND LICENSE

a) All Inventions will be the sole and exclusive property of Compaq.
Subcontractor hereby assigns to Compaq the ownership of copyright in the
Inventions. Compaq will have the right to obtain and hold in its own name
copyrights, registrations, and similar protection which may be available in
the Inventions. Subcontractor agrees to assist Compaq as may be required to
perfect such rights.

b) To the extent that any Subcontractor's pre-existing technology is
contained in the Inventions, Subcontractor grants to Compaq an irrevocable,
nonexclusive, worldwide, royalty-free license to:

1) use, execute, reproduce, display, perform, and distribute
(internally or externally) such pre-existing technology; and

2) authorize Customer to do any, some, or all of the foregoing.

6. WARRANTY

a) Subcontractor warrants that all Services will (1) be performed in a good
and workmanlike manner and in accordance with generally accepted
professional standards for such Services, and (2) conform to the
requirements specified in the Statement of Work or Purchase Order.

b) Subcontractor warrants that Services will not in any manner limit,
impair, disrupt, or jeopardize any existing Year 2000 Compliance of any
equipment or software on which Services are performed. "Year 2000
Compliance" for purposes of this provision means the capability to
correctly process, calculate, compare, and sequence date data within and
between the 20th and 21st centuries, including leap year calculations.

c) In the event of any breach of warranty, Subcontractor, without charge
and without delay, will re-perform nonconforming Services.

7. CONFIDENTIAL INFORMATION

Subcontractor will maintain all information or data, whether written or
oral, relating to Compaq or Customer which Subcontractor obtains or
otherwise has access to in the performance of Services in confidence and
will not disclose any such information or data to any third party or to
employees, agents, subcontractors, or suppliers of Subcontractor who do not
have the need for access to such information or data.

8. PERSONNEL

a) Personnel provided by Subcontractor will not be considered employees of
Compaq for any purpose. Subcontractor personnel will make no commitments on
behalf of Compaq for any purpose. Subcontractor assumes full responsibility
for the actions of its personnel and

will be responsible for their supervision, daily direction, and control.
Subcontractor will retain full responsibility for payment of salary
(including withholding of income taxes and Social Security), worker's
compensation, disability benefits, and the like. Nothing in this Agreement
grants Subcontractor or any Subcontractor personnel any right under any
Compaq employee benefit plan.

b) Subcontractor personnel specified or identified by name in the Statement
of Work or Purchase Order will be considered essential to the Services to
be performed. No substitution or diversion of such personnel will be made
without the prior written consent of Compaq and Customer.

c) Compaq and Customer will retain the right to reject any of
Subcontractor's personnel whose qualifications are insufficient in Compaq's
or Customer's judgment.

9. CHANGE IN SCOPE

Each Purchase Order and Statement of Work under this Agreement is based
upon Compaq's present understanding of Compaq's obligations to Customer. In
the event Compaq's understanding changes or Customer requests a change in
Compaq's obligations affecting Subcontractor's performance, Compaq will
notify Subcontractor of such change request in writing. Within ten (10)
days of receipt of such change request, Subcontractor will notify Compaq in
writing of any increase or decrease in Subcontractor's charges and/or
alteration to delivery schedules occasioned by the change. Upon Compaq's
acceptance of Subcontractor's modified charges and delivery schedule, the
parties will modify the terms of the applicable Purchase Order and
Statement of Work to effect the change. Subcontractor will not implement
the change without Compaq's written authorization.

10. TERMINATION

a) Compaq may terminate for convenience this Agreement, any Purchase Order,
or any portions thereof by written notice to Subcontractor. In any event,
the applicable Purchase Order will terminate immediately upon termination,
for any reason, of Compaq's agreement with Customer. Upon receipt of such
notice, Subcontractor will immediately stop all activities associated with
the terminated Purchase Order. Subcontractor will be paid for the Services
provided and accepted prior to the date of termination. Such payment will
constitute Compaq's entire liability.

b) In the event of a default by Subcontractor, Compaq will provide
Subcontractor written notice thereof. If the default is not remedied within
ten (10) days or within the time stated in the notice, Compaq may terminate
this Agreement, any Purchase Order, or any portions thereof.

c) The rights and obligations of Sections 4, 5, 6, 7, 10, 11, and 12 will
continue after expiration or termination of this Agreement and will bind
the parties and their legal representatives, successors, heirs, and
assigns.

11. INDEMNIFICATIONS

a) Subcontractor will indemnify, defend, and hold Compaq harmless from any
and all claims or demands (including all losses, damages, and liabilities
resulting from such claims or demands, and all related costs and expenses,
including reasonable legal fees) arising from or in connection with (1)
Subcontractor's performance of, or failure to perform, any of its
obligations under this Agreement or (2) an act or omission of Subcontractor
in its relationships with its employees, agents, subcontractors or
suppliers.

b) Subcontractor will indemnify, defend, and hold Compaq and Customer
harmless from any and all claims or demands (including all losses, damages,
and liabilities resulting from such claims or demands, and all related
costs and expenses, including reasonable legal fees) which may result by
reason of any infringement or claim of infringement of any intellectual
property rights associated with the Services or Inventions provided in
connection with this Agreement.

12. LIMITATION OF LIABILITY

a) EXCEPT AS PROVIDED BELOW, NEITHER COMPAQ NOR SUBCONTRACTOR WILL BE
LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, PROFITS, OR USE OF
PRODUCTS, OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. Subcontractor will be liable for any
damages, including incidental or consequential damages, which Compaq is
obligated to pay Customer or other third parties as a result of
Subcontractor's failure to perform its obligations in accordance with this
Agreement.

b) This limitation of liability does not apply to the liability of either
party for any personal injury, including death, or for willful, wanton, or
malicious acts of Subcontractor or to obligations of Subcontractor under
Section 7, "Confidential Information", or Section 11, "Indemnifications".

13. COMPLIANCE WITH LAWS

Subcontractor, at its own expense, will comply with all laws and
regulations of federal, state, and local government authorities relating to
its obligations under this Agreement.

14. GENERAL

a) Except as expressly provided in the Statement of Work or Purchase Order,
Subcontractor will be entitled to no further payment, cost reimbursement,
or other compensation for the Services provided hereunder.

b) Subcontractor shall carry during the term of this Agreement, and with
companies with a Best Rating of not less than A-:VII, insurance policies of
the kinds and in the amounts listed below:

1. Worker's Compensation - statutory limits in each state in which
Subcontractor is required to provide Worker's Compensation coverage
including Other States Endorsement or policy equivalent thereof. Policy
shall include a waiver of subrogation in favor of Compaq Computer
Corporation, its officers, directors, employees and agents

2. Employer's Liability - not less than $1,000,000

3. Comprehensive General Liability - including Contractual Liability,
Independent Contractor's Liability, Products and/or Completed
Operations Liability, and Personal Injury/Property Damage Coverage's in
a combined single limit of not less than $1,000,000 per occurrence
combined single limit and $2,000,000 General Aggregate. Compaq Computer
Corporation, its officers, directors, employees and agents shall be
named as Additional Insureds.

4. Automobile Liability - for owned, non-owned, and hired vehicles in a
combined single limit of not less than $1,000,000.

5. Umbrella Liability - a combined single limit of not less than
$2,000,000.

Subcontractor shall furnish Compaq with Certificates of Insurance
evidencing the specified insurance policies and stating that such insurance
policies may not be changed or terminated so as to not comply with the
foregoing insurance requirements without at least thirty (30) days prior
written notice to Compaq.

c) Nothing in this Agreement will be construed as prohibiting or
restricting Compaq from independently developing, acquiring, and/or
marketing services which are similar to and/or competitive with those
provided hereunder.

d) Any assignment, transfer, or subcontracting of rights or obligations by
Subcontractor under this Agreement in whole or in part without the prior
written consent of Compaq will be void and may subject Subcontractor to
termination.

e) During the performance by Subcontractor under a particular Purchase
Order and Statement of Work Compaq may require Subcontractor to temporarily
cease performance of some or all of the Services by issuing Subcontractor a
Work Suspension Order ("Order").

The Order will include the effective date of the Order, a specific
description of the Services to be suspended, and the anticipated duration
of the suspension. Upon receipt of an Order, Subcontractor will take all
reasonable measures to protect the Services in progress. Compaq will notify
Subcontractor in writing of the date on which the suspended Services are to
be resumed.

f) Subcontractor represents that it is not under any obligation or
restriction, nor will it assume any, which would interfere or present a
conflict of interest with the Services that it provides under this
Agreement.

g) Compaq is free to determine the price charged to Customer for the
Services that Subcontractor provides to Customer on behalf Compaq.

h) Subcontractor agrees to comply with security procedures of Compaq and
Customer.

i) Subcontractor agrees to be bound by applicable "flow down" provisions of
Compaq's agreement with Customer of which it is notified by Compaq.

j) Neither party may bring an action, regardless of form, arising out of
this Agreement more than two (2) years after the cause of action arises.
Subcontractor may not bring an action for nonpayment more than two (2)
years from the date final payment for the Services is due.

k) The laws of the State of Texas will govern this Agreement.

l) This Agreement and the documents referenced herein set forth the entire
understanding of the parties with respect to the subject matter described
herein and supersede all prior communications, whether oral or written, by
either party. Any modification to these terms and conditions must be in
writing and signed by authorized representatives of both parties.

Accepted by: Accepted by:

___________________________ COMPAQ COMPUTER CORPORATION

BY: BY:

PRINT NAME: PRINT NAME:

TITLE: TITLE:

DATE: DATE:

ATTACHMENT
SERVICE CAPABILITIES

- Inacom agrees to provide technical support to Compaq customers on
designated products. The detailed instructions, policies, and
procedures that define designated products and explain how Inacom
delivers technical support to Compaq's customers are found in Compaq's
Technical Support Work Instructions ("TSWI"). Compaq agrees to provide
Inacom with electronic access to a current version of the TSWI and
Inacom agrees to comply with all policies incorporated in the TSWI.

- Inacom agrees to provide both Xxxxx 0 and Level 2 Technical Support
Engineers ("TSEs") to perform the work. Level 1 TSEs provide the
initial contact with customers and attempt to resolve customers'
questions or inquiries. These questions or inquires shall be referred
to heretofore as Cases. Xxxxx 0 TSEs resolve Cases that the Level 1
TSEs cannot resolve from a technical standpoint. Cases that Level 2
cannot resolve for technical reasons are to be escalated to Compaq
according to the procedures documented in the Compaq Work Instructions.
Inacom is allowed to escalate to Compaq Level 2 no more than one (1)
percent of the Cases documented each month.

- Inacom agrees to provide Customer Relations support to Compaq
customers. Customer Relations support is non-technical customer
satisfaction or administrative assistance. Occasionally, there are
customers who wish to complain about Compaq offerings or policies.
Compaq expects Inacom to resolve Customer Relations Cases, but Customer
Relations Cases that Inacom cannot resolve to the customer's
satisfaction shall be escalated to Compaq according to the process and
time frames documented in the TSWI. Inacom is allowed to escalate to
Compaq Customer Relations no more than one (1) percent of the Cases
documented each month.

- Inacom will establish connectivity to the Compaq's Intranet to gain
access to Compaq electronic support resources, and Inacom agrees to
provide Compaq with a documented plan that reasonably ensures that this
information is protected from any form of unauthorized access.

- Inacom personnel will identify themselves to Compaq customers as
Compaq at all times, without exception. Inacom may indicate, when
pressed by a Compaq customer, that they are the "Compaq location in
(City Name)."

- Inacom will not disclose or distribute any information related to
Compaq customers or Case activity to any outside party. Inacom agrees
to provide Compaq with a documented plan that ensures any electronic
access to Compaq is secured and limited to Inacom personnel who have a
business need to access to this information.

- Inacom shall document Cases in the call tracking system of Compaq's
choice.

- Inacom shall provide Compaq customers technical support without
interruption, twenty-four hours per day, seven days per week, every day
of the year. Inacom agrees to implement a documented disaster recovery
plan that ensures uninterrupted service in the event of a power outage,
internal systems outage, or internal telecommunications system outage.

- Compaq will provide Inacom with a call volume forecast quarterly.
Inacom will staff enough TSEs to meet Compaq service levels at call
volumes up to 110% of the forecasted call volume. Compaq will pay
Inacom for actual calls, not forecasted calls. Compaq agrees to pay the
minimum minutes as specified in the Call Handling Services Agreement.

- Compaq reserves the right to change the quarterly call volume
forecast at any time. Inacom shall have a thirty-day grace period to
adjust TSE staffing required to meet service levels in the event that
Compaq increases the call volume forecast by more than ten (10)
percent.

- Inacom agrees to maintain a point of contact for communications with
Compaq at all times. This individual shall be capable of responding to
a telephone call or page from Compaq within thirty minutes. In
addition, Inacom agrees to inform Compaq immediately in the event of
any system interruptions or performance degradations that could
potentially affect customer service.

- Inacom agrees to accommodate a Compaq employee at Inacom's facility
for any length of time. In addition, Inacom agrees to provide Compaq
employees unrestricted access to the areas in the Inacom facility in
which Compaq technical support services are conducted. Inacom shall
under no conditions prevent Compaq employees from interviewing or
conversing with any Inacom employee assigned to Compaq technical
support.

- Inacom agrees to provide Compaq with telephone statistics related to
technical support activity as defined by Compaq in the TSWI. At
minimum, Inacom shall report daily call center statistics to Compaq.
These statistics are due to Compaq by 7:00 a.m. every business day.

- Inacom agrees to conduct business reviews with Compaq management on a
quarterly basis, conducted at mutually agreed to locations.

- Inacom agrees to provide Compaq with feedback on customer comments
and issues in formats and time frames documented in the TSWI.

EQUIPMENT AND FACILITIES

- Compaq agrees to loan Inacom one or more of each Compaq product model
that Inacom supports. The purpose of these loaners is to enhance TSE
product knowledge and facilitate problem resolution. Loaner models will
be provided to Inacom as they become available, and Inacom agrees to
return all Compaq loaner units at such time as the requirement to
provide technical support for a specific product ceases.

- Inacom agrees to provide a file server with adequate capacity to
support the operation of the Compaq call tracking system and intranet
data bases on each TSE's workstation. In addition the TSE workstations
must meet the minimum configuration recommended by Compaq, which may
change over time due to advances in technology.

- Inacom agrees to provide, at Inacom's expense, the following
telecommunications equipment and capabilities to support this service:

- Compaq approved telephone switch
- T-1 dedicated access to MCI for voice (Installation cost only)
- T-1 access to MCI's Hyperstream PVC network for data and
electronic messaging. This connection is limited to Inacom
access to Compaq (Installation cost only)
- PBX with ACD statistical reporting capability
- PBX with ISDN capability on T-1's
- Ability to transfer calls to multiple Compaq telephone numbers if
the MCI ECR fails
- Dedicated primary rate ISDN T1 access to MCI
- Redundant routes to MCI via the local carrier
- Ability to accept inband signaling to carry a customer ID number
via DTMF signals
- Ability to outpulse DTMF signals to indicate readiness to accept
numbers
- Ability to conference callers to a credit card approval IVR over
an 800 number (Installation cost only)

- Compaq agrees to pay the monthly T1 charges and telephone line usage
charges, with associated inbound/outbound call charges, for all Compaq
customer technical support calls received by Inacom.

- Inacom agrees to provide Compaq technical support within a dedicated
Inacom

facility. Compaq agrees to consider exceptions to this requirement,
but Compaq approval must be secured prior to Inacom's performance of
any non-Compaq related work in same facility.

- Inacom agrees to provide, at no expense to Compaq, a training
facility that includes the Compaq hardware and software products
recommended by Compaq's Training Manager to support the hands-on
training of Inacom TSEs.

TRAINING AND QUALITY ASSURANCE

- Compaq agrees to provide Inacom with a Compaq product training
curriculum for both new hire TSEs and new product training for
experienced TSEs. Inacom agrees to provide a sufficient number of
instructors to conduct training classes for its TSEs. Inacom agrees to
document training activity, including dates, attendees, topics, Compaq
products covered for Compaq's review.

- Compaq agrees to provide adequate training to Inacom instructors on
Compaq products, policies, and procedures. Both parties shall mutually
determine when and where this "Train the Trainer" activity will take
place.

- Compaq reserves the right to audit the Inacom facilities dedicated to
Compaq, telephone switch data related to Compaq customer support, and
training events related to Compaq support without prior notice in order
to verify compliance with the requirements stated in the Call Handling
Services Agreement.

- Inacom agrees to provide Compaq the necessary access to facilitate
remote monitoring of Compaq technical support calls taken by Inacom
TSEs. Compaq agrees to share the results of these audits with Inacom.

- Inacom agrees to prepare and establish a procedure for employees to
obtain A+ certification, at the option of the employee. Inacom training
staff will be A+ certified.

- Inacom agrees to provide Compaq with TSE staffing reports to both the
designated Compaq representative and the Compaq Training Manager on a
weekly basis. These reports include, but are not limited to, all TSE
additions and deletions from the Compaq assignment.

- Inacom agrees to notify Compaq Consumer Customer Service and
Support's ISO Coordinator or Manager of Training and Quality of any
changes regarding Inacom's Quality System. "Quality System" refers to
ISO 9000 certification, COPC certification, Xxxxxxx Xxxxxxxxx, or any
other certification that requires Inacom to acquire and maintain a
Quality System certification.

EXHIBIT 3

MASTER AGREEMENT FOR PROFESSIONAL SERVICES

This Master Agreement for Professional Services ("Agreement"), made this
________________ day of _____________, 2000, is by and between
_________________________, having a principal place of business at
________________________________ ("Subcontractor"), and Compaq Computer
Corporation, having a principal place of business at 00 Xxx Xxxxxx Xxxx, Xxxx
Xxxxxxxxxxxxx 00000 ("Compaq"). The parties agree that the terms and conditions
of this Agreement and any applicable Purchase Order(s) that may be issued
hereunder will govern the purchase of Services by Compaq from Subcontractor for
the purpose of Subcontractor providing such Services on behalf of Compaq to a
customer or customers of Compaq (hereinafter referred to as "Customer").

This Agreement will become effective on the date specified above and will
continue for a period of one (1) year, unless otherwise terminated as provided
herein or extended by the mutual consent of the parties. Any expiration of
termination of this Agreement will not alter the rights, duties, or obligations
of the parties relating to any Purchase Orders issued by Compaq under this
Agreement prior to the date of expiration or termination of this Agreement.