HEWLETT-PACKARD COMPANY U.S. AGREEMENT FOR AUTHORIZED SOLUTIONS DIRECT RESELLERS SIGNATURE PAGE

HEWLETT-PACKARD COMPANY
U.S. AGREEMENT FOR AUTHORIZED SOLUTIONS DIRECT RESELLERS
SIGNATURE PAGE

ICN# 031676
LEGAL BUSINESS NAME DESIGN AUTOMATION SYSTEMS
ADDRESS 0000 XXXXXXXX XXXXX XXXXX 000
XXXX, XXXXX, XXX XXXXXXX, XX 00000-0000
PHONE, FAX #EMAIL/INTERNET ADDRESS
DBA(s) ________________________________________
EXECUTIVE CONTACT ________________________________________
CORPORATE WEB ADDRESS ________________________________________

All documents marked with a "x" below govern the relationship between HP and you
for the purchase and resale of HP products. HP and Reseller agree that
Reseller's volume level, at Net Reseller price, for HP products on the Exhibits
for the term of this Agreement is:

AGREE ATTACHMENTS:
_x_ HP Reseller Business Terms _x_ HP Warranty & Installation
Information
_x_ U.S. Direct Reseller Program
_x_ HP Solutions Direct Reseller Program
Operations Policy Manual

ADDENDA & EXHIBITS: COMMENT:
_x_ U.S. Software License Terms
_x_ U.S. Solutions Support Options
_x_ U.S. Solutions VAR Compensation Terms
_x_ U.S. Configuration Tools License
___ U.S. Solutions Multinational Release Points
___ U.S. Solutions Multinational Terms
___ U.S. Solutions Multiple Release Points
___ U.S. Solutions VAR Certification
___ U.S. Solutions OEM/VAR Warranty
___ U.S. Solutions VAR Dual Aggregation Terms
_x_ U.S. Direct Reseller Program-RAM Reseller
___ AV20 HP-UX Server Products __$ 3,000,000-and up
___ AV21 Unbundled HP-UX Server Products __$ 3,000,000-and up
___ AV22 HP-UX Workstation Products __$ 1,000,000-and up
___ AV23 Unbundled HP-UX Workstation Products __$ 1,000,000-and up
___ AV24 Enterprise Storage Products __$ 3,000,000-and up
___ AV25 Other Peripheral and HP-UX Related products __$ Meet certification
___ AV26 HP Openview NT and Packaged solutions __$ Meet certification
___ AV27 HP Openview IT Service Management __$ Meet certification
& Electronic Business Software
___ AV28 MPE and Related Products __$ 2,000,000-and up
___ AV30 HP Symmetrix Products
___ AV33 HP UX Visualize Workstations __$ 1,000,000-and up
___ AV35 HP NT Visualize Workstations (RAM VAR ONLY)
_x_ AV40 HP High End Enterprise Server Products
___ AV41 HP High End Enterprise Other Peripheral &
HP Related Products
_x_ AV42 HP ?? Products

STATEMENT OF OWNERSHIP:

Form of Organization: (i.e. Corporation, General Partnership, Limited
Partnership, Sole proprietor):

For a Corporation, specify whether: __Publicly Held: __Privately Held:
State of Incorporation/Organization________________________________________

Identify Company ownership and management structure as follows (attach
additional pages if necessary):

Sole proprietor: Identify all owners, officers and ownership percentages held
Trust: Identify Trustee(s), Administrators and Beneficiaries of Trust
Partnership: Identify all General Partners, Limited Partners, Officers
and ownership percentages held
Specify dollar investment of limited partners
Privately Held
Corporation: Identify all shareholders with class and percentage ownership,
Officers and Board of Director Members
Publicly Held
Corporation: Identify owners of 20% or more of each class of shares with
class of shares with class and percentage ownership, Officers
and Board of Director Members

NAMES TITLES OWNERSHIP INTEREST

Percentage Ownership Type of Ownership Interest
(Dollar Investment in (Assets, Common or
Limited Partners) Preferred Shares)

Xxxx X. Xxxx Director 71% common
-------------------------------- ------------------------- --------------------------- ----------------------------
Xxxxxxx X. Xxxxxx President
-------------------------------- ------------------------- --------------------------- ----------------------------
Xxxxxx X. Xxxxxx Secretary
-------------------------------- ------------------------- --------------------------- ----------------------------

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

If Company is 100% owned by another corporation, identify the parent corporation's ownership and management structure above and the
identity of the parent corporation below:

----------------------------------------------------------------------------------------------------------------------------------
Parent/Owner, including DBA(s)

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Address
( )
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City State Zip Telephone

( )
----------------------------------------------------------------------------------------------------------------------------------
State of Parent/Owner's Incorporation Fax

This Reseller Agreement is made and entered into by and between ___________________________, a _________________ Corporation, and
Hewlett-Packard Company, a Delaware Corporation.

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AUTHORIZED SIGNATURES HEWLETT-PACKARD COMPANY

/s/ Xxxxxx X. Xxxxxx
----------------------------------------------------------- -------------------------------------------------------
Authorized Signature Xxxxx Xxxxxxxxxx
Reseller Contracts & Negotiation Manager
Xxxxxx X. Xxxxxx
------------------------------------------------------------
Typed Name

Secretary March 31, 2000
------------------------------------------------------------ -------------------- ---------------
Title Effective Date Expiration Date

HP SOFTWARE LICENSE TERMS ADDENDUM
TABLES OF CONTENTS

1. DEFINITIONS
2. LICENSES
3. GENERAL LICENSE TERMS

HP SOFTWARE LICENSE TERMS ADDENDUM

1. DEFINITIONS

A. "software" means one or more programs of operating on a controller,
processor or other hardware Product "(Device"). Software is either a separate
Product, included with another Product ("Bundled Software"), or fixed in a
Device and not removable in normal operation ("Firmware").

B. "Use" means storing, loading, installing, executing, or displaying
Software on a Device.

C. "Products" means hardware, Software, documentation, accessories,
supplies, parts and upgrades that are determined by HP to be available from HP
upon receipt of Customer's order. "Custom Products modified, designed or
manufactured to meet Customer requirements.

D. "Software License" means the Use authorization(s) for the Software
specified by HP in its quotation, invoice or other documentation. Each Software
License has a corresponding License Fee.

E. "License Fee" means the fee or fees designated by HP for Use of
Software. Different License Fees may apply to particular Software if more than
one Software License is available for that Software.

2. LICENSES

In return for the License Fee, HP grants Customer a non-exclusive
license to Use the Software listed in Customer's order in conformance with the
applicable Software License. Details of the types of Software Licenses offered
are available from HP on request. If no Software License is specified, then in
return for the applicable fee, HP grants Customer a license to Use one copy of
the Software on one Device at any one time. All Software Licenses will be
perpetual unless terminated, transferred or otherwise specified.

If Customer is an HP Authorized Reseller, Customer may sublicense the
Software to an end-user for its Use, or (if applicable) sublicense the Software
to an HP Authorized Reseller for subsequent distribution to an end-user for its
Use. These sublicenses must incorporate the terms of this license in a written
sublicense agreement, which will be made available to HP upon request.

3. GENERAL LICENSE TERMS

A. Unless otherwise permitted by HP, Customer may only make copies or
adaptations of the Software for archival purposes or when copying or adaptation
is an essential step in the authorized use of the Software on a backup Device,
provided that copies and adaptations are used in no other manner and provided
further that the Use on the backup Device is discontinued when the original or
replacement Device becomes operable.

B. Customer must produce all copyright notices in or on the original
Software on all permitted copies or adaptations. Customer may not copy the
Software onto any public or distributed network.

C. Bundled Software or Firmware provided to Customer may only be used
when operating the associated Device in configurations as sold or subsequently
upgraded by HP. Customers may transfer Firmware only upon transfer of the
associated Device.

D. Updates, upgrades or other enhancements are available under HP
Support Agreements. HP reserves the right to require additional licenses and
fees for Use of the Software on upgraded Devices.

E. The Software is owned and copyrighted by HP or by third-party
suppliers. Customer's license confers no title or ownership and is not a sale
of any rights in the Software, its documentation, or the media on which they are
recorded or printed. Third-party suppliers may protect their rights in the
Software in the event of any infringement.

F. Customer will not disassemble or decompile the Software without HP's
prior written consent. Where customer has other rights under statute, Customer
will provide HP with reasonably detailed information regarding any intended
disassembly or decompilation. Customer will not decrypt the Software unless
necessary for legitimate use of the Software.

G. Customer's Software License is transferable subject to HP's prior
written authorization and payment to HP of any applicable fees. Customer will
immediately upon transfer deliver all copies of the Software to the transferee.
The transferee must agree in writing to the terms of Customer's license. All
license terms will be binding on involuntary transferees, notice of which is
hereby given. Customer's license will automatically terminate upon transfer.

H. HP may terminate Customer's or any transferee's or sublicensee's
Software License upon notice for failure to comply with any applicable license
terms. Immediately upon termination, the Software and all copies of the
Software will be destroyed or returned to HP. Copies of the Software that are
merged into adaptations, except for individual pieces of data in Customer's or
transferee's or sublicensee's data base, will be removed and destroyed or
returned to HP. With HP's written consent, one copy of the Software may be
retained subsequent to termination for archival purposes.

I. In this clause on Licenses to the U.S. Government, the term
"customer" means HP's direct purchaser, any entity sublicensing the Software,
and the end-user.

1. If Software is licensed for use in the performance of a U.S.
government prime contract or subcontract, Customer agrees that Software has been
developed entirely at private expense. Customer agrees that Software, and any
derivatives or modifications, is adequately marked when the Restricted Rights
Legend below is affixed to the Software or to its storage media and is
perceptible directly or with the aid of a machine or device. Customer agrees to
conspicuously put the following legend on the Software media with Customer's
name and address added below the notice:

RESTRICTED RIGHTS LEGEND

Use, duplication or disclosure is subject to HP standard commercial
license terms or to the following restrictions, whichever is applicable.

1. for non-DOD Departments and Agencies of the U.S. Government, as set
forth in FAR 52.227-19(c)(1-2)(Jun 1967)

2. for the DOD and its Agencies, as set forth in DFARS
252.227-7013(c)(1)(ii)(Oct 1988), DFARS 252.211-7015(c)(May 1991),
whichever is applicable.
Hewlett-Packard Company
0000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000 U.S.A.

2. Customer further agrees that Software is delivered and licensed as
"Commercial computer software" as defined in DFARS 252.227-7013 (Oct
1988), DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014 (Jun 1995),
or as a "commercial item" as defined in FAR 2.101(a), or as "Restricted
computer software" as defined in FAR 52.227-19 (Jun 1987) (or any
equivalent agency regulation or contract clause), whichever is
applicable. The Customer agrees that it has only those rights provided
for such Software by the applicable FAR or DFARS clause or the HP
standard software agreement for the Product involved.

J. Neither party may assign any rights or obligations hereunder without prior
written consent of the other party.

K. Customer who exports, re-exports or imports HP licensed Products, technology
or technical data purchased hereunder, assumes responsibility for complying
with applicable laws and regulations and for obtaining required export and
import authorizations. HP may suspend performance if Customer is in
violation of any applicable laws or regulations.

L. Disputes arising in connection with this Agreement will be governed by the
laws of the country and locality in which HP accepts the order.

M. These HP Software License Terms supersede any previous communications,
representations or agreements between the parties, whether oral or written,
regarding transactions hereunder. Customer's additional or different terms
and conditions will not apply. These HP Software License Terms may not be
changed except by an amendment signed by an authorized representative of
each party.

U.S SOLUTIONS SUPPORT OPTIONS ADDENDUM
TABLE OF CONTENTS

1. SERVICES INCLUDED
2. PREREQUISITES
3. SERVICE LIMITATIONS
4. CUSTOMER RESPONSIBILITIES
5. SOFTWARE LICENSE AND COPYRIGHTS
6. CHARGES

U.S SOLUTIONS SUPPORT OPTIONS ADDENDUM

Orders for HP System Support Options are subject to the terms of this
Agreement, including the Support Exhibit or quotation in effect on the date of
order. Direct Reseller is responsible for obtaining the agreement of its
end-user Customer with respect to any Support obligations under this Agreement
that pertain to such Customer.

1. SERVICES INCLUDED

HP System Support Options are offered in one (1) year and three (3) year
increments. HP System Support Options provide the following features for HP
Products. Not all of the features are offered with every option or supported
Product. Features for each option will be provided as described in the
specifications sheet for HP System Support Options. Some service features have
prerequisites. Service features may include one (1) or more of the following:

- On-site hardware support during warranty
- Flexible call submittal
- Phone-in Software assistance
- License to Use Software updates
- Software media and documentation updates
- HP SupportLine electronic support
- Escalation management
- Remote support (for selected HP Products)
- HP PowerPatch tapes (for selected HP Products)
- Assigned account support engineer
- Assigned HP Response Center account advocate
- Patch management assistance
- Operational reviews
- System release planning seminars and assistance
- Installation of Software updates
- Installation, configuration, and verification of systems and
networks

2. PREREQUISITES

HP reserves the right to make the final judgment as to whether Customer
adequately meets the requirements outlined in this document.

A. MINIMUM SYSTEM CONFIGURATION

Except for systems capable of diagnostic self-test, HP System Support
Options require, at a minimum, that a system include a central processing unit
(CPU), a peripheral capable of reading standard HP diagnostics and verification
tests, and a peripheral that allows HP to interact with the covered Products.

B. UNIFORM COVERAGE

All Products that constitute the minimum system configuration must be
covered at the same HP System Support Options service level.

Options OSO - OS6 AND 3YO - 3Y6 may not be combined on the same contract
for software-only Products.

C. CONNECTORS AND CABLES

All Products covered by HP System Support Options must be interconnected
by cables or connectors listed in the appropriate HP documentation as compatible
with the CPU. For HP Products not meeting this requirement, service is
available at HP's standard service rates.

D. SOFTWARE SUPPORT

All HP system for which execution of diagnostic test is
software-dependent must, at a minimum, be covered by an HP System Support Option
that provides periodic software updates.

E. COVERAGE REQUIREMENTS

For HP System Support Options orders that include software support, all
systems supported by one system manager, except PC systems, must be covered by
an HP System Support Option or by existing contractual HP software support
service.

F. RIGHT TO COPY DOCUMENTATION

Customers may copy documentation updates for use with other systems
covered by an HP System Support option that provides Software support.

G. SOFTWARE LICENSES

Customer can purchase HP System Options only for HP software for which
Customer has rightfully acquired an appropriate HP Software License.

H. DESIGNATED CALLERS AND TRAINING REQUIREMENTS

The following contacts for HP must be designated and trained through
completion of the appropriate HP training courses as defined by HP: system
manager and altemate; extended hours altemate; if applicable, application
software manager and altemate. Only the designated callers can use the HP
Response Center.

I. REMOTE SUPPORT

For HP to provide remote support, Customer must give authorization and
provide access to a qualified modem, as well as access to one (1) voice-grade
telephone and one (1) data-quality telephone line or network with terminations
near the system. If HP cannot access a system remotely, HP may charge standard
service rates if on-site service is needed.

J. HP SUPPORTLINE

HP SupportLine electronic support is available via the Worldwide Web,
electronic mail, and a character-mode interface. With a character-mode
interface, Customer can access HP SupportLine electronic support using a modem
or the internet. To use HP SupportLine electronic support through modem access,
Customer must provide one (1) data-quality telephone line, one (1) locally
compatible modem set for 1200, 2400, 9600, or 14,400 baud, and an HP-compatible
terminal or terminal emulator, in addition to the equipment required for remote
support above. Customers who submit HP Response Center calls via HP SupportLine
must meet the same training requirements as the system manager.

K. COUNTRY BOUNDARIES

All systems supported by one (1) system manager must be located within
the same country.

L. PRIORITY PLUS SUPPORT

Products may be covered by the Priority Plus hardware service level if
HP System Support Options charges for a site exceed a minimum amount. If remote
support is available on the Products, Customer must allow remote access to
receive Priority Plus support.

3. SERVICE LIMITATIONS

A. HARDWARE AND SOFTWARE SUPPORT

Any services involving hardware, software or network-related problems
not covered by the HP System Support Options service ordered will be subject to
HP's standard service rates.

B. MAXIMUM USE LIMITATIONS

Products operated in excess of their maximum usage rate (as specified in
the Product's data sheet or operating manual) cannot be covered by HP System
Support Options, but can be serviced at HP's standard service rates.

C. INTERFACES AND ACCESSORIES

HP may cover cables, connectors, accessories, and interfaces under the
same hardware service level purchased for the Products with which they are used.

D. SUPPORTED SOFTWARE VERSIONS

HP provides support only for the current and immediately preceding
versions of HP Software, and only when the Software is used with hardware that
is included in HP-specified configurations. If support coverage lapses,
additional fees may be required to resume support coverage. HP will support
specified versions of selected non-HP software, but will not support the
software any longer than the vendor supports it. For non-HP software, HP
provides support only for software versions that are specifically documented as
supported on a specified configuration.

E. NON-HP SOFTWARE

Support for non-HP software covered by HP System Support Options is
limited to telephone assistance, and if available to HP from the third-party
software vendor, patches, workarounds, and updates. HP's decision on how long
to offer HP support on selected versions of non-HP software is final.

F. NON-HP PRODUCTS

HP is not liable for the performance or non-performance of third-party
software vendors, their products, or their support services including design
flaws in and/or incompatibility with non-HP products.

G. HP SOFTWARE ON NON-HP SYSTEMS

HP System Support Options for specified HP Software Products used with
designated non-HP systems provides the following features: phone-in assistance,
software problem reporting, HP SupportLine electronic information access and
call submittal, license for software updates and patches.

H. ESCALATION MANAGEMENT

On-site assistance for critical software problems is limited to systems
supported by one (1) system manager and situated within one half (1/2) mile,
(one (1) kilometer) radius of each other. Systems situated beyond this limit
that require on-site assistance will be subject to additional charges at HP's
standard service rates.

I. ACCESS TO THE HP RESPONSE CENTER

HP Response Center use is limited to the system manager for the
operating system and subsystem software; if applicable, the application software
manager(s) for each family of HP application software: and if purchased,
additional HP Response Center callers. In the absence of any of these managers,
the HP Response Center is available to their designated altemates and, if
applicable, during after-hours telephone assistance to the designated after-
hours alternate.

J. SOURCE OF CODE SUPPORT

For HP source code Software covered under HP System Support Options,
assistance is limited to problems that can be duplicated on the current version
of the object code of the particular Software. HP changes Customer at HP's
standard service rates for any other assistance required.

K. HP PREDICTIVE SUPPORT (SELECTED SYSTEMS)

HP is not responsible if HP Predictive Support Software does not
identify or remedy system or peripheral problems prior to actual occurrence.

L. NETWORK SOFTWARE COVERAGE

Support for HP network software that provides multi-vendor node
connectivity is limited to product-usage and problem-solving assistance and
software update materials, unless network support is purchased.

M. TRAVEL ZONES

Customer sites located beyond one hundred (100) miles of a primary HP
Support Responsive Office may be subject to travel charges, longer response
times, and reduced coverage hours as specified in HP's Worldwide Customer
Support Travel and Office Director". Availability of some coverage levels is
based on distance from a primary HP Support Responsible office.

N. EXCLUSIONS

HP System Support Options do not include assistance that involves
program development, coding, isolation of coding problems, implementation
assistance, performance consulting, data recovery regardless of the cause of
data loss, hardware malfunctions, or problems and investigation time relating to
the use of privileged code on HP 3000 systems. HP System Support Options do not
include consulting. Consulting may be purchased separately. HP System Support
Options are not a substitute for any formal training offered by HP.

O. AVAILABILITY

Some HP System Support Options service features and coverage levels are
subject to local availability.

P. OUT OF COVERAGE HOURS

Customer requests for hardware and software support services or
installation and configuration services scheduled after HP's normal business
hours may be subject to local availability and additional charges.

4. CUSTOMER RESPONSIBILITIES

A. ACCESS

Customer must provide HP with the following:

1. Access to the Products covered under HP System Support Options.

2. Adequate working space and facilities within a reasonable distance
of the Products.

3. Access to and use of all information, internal resources, and
facilities determined by HP to service the Product.

B. OPERATING PROCEDURES

Customer must follow routine operating procedures as specified in the HP
Product operating manual.

C. USAGE-LEVEL CHARGES

Customer must allow HP to install or remove usage meters on specified
electromechanical devices. Usage charges may be invoiced separately.

D. DIAGNOSTIC/MAINTENANCE SOFTWARE (SELECTED SYSTEMS)

Customer must allow HP to keep system and network diagnostic and
maintenance programs resident on Customer's system or site for the exclusive
purpose of performing diagnostics and maintenance. Prior to submitting a
Software problem report to HP, Customer may be required to assist HP in running
these HP-supplied programs. Customers with HP Predictive Support Software must
use the electronic data transfer capability it provides to inform HP of events
identified by the Software. Customer acknowledges that Customer has no
ownership interest in diagnostic Software provided by HP and that HP may remove
these diagnostic programs and any HP-loaned modems upon termination of HP System
Support Options.

E. SERVICE REQUESTS

Prior to placing a service request with HP, Customer may be required to
run HP-supplied diagnostic programs.

F. REVISION LEVELS

Customer must maintain all associated system hardware and firmware,
except PC systems, at the latest HP-specified configuration and code revision
level. For PC systems, Customers must maintain all associated system hardware
and firmware at a revision level specified by HP. Customers must maintain
HP-supported non-HP software at a code revision level specified by HP.

G. TELECOMMUNICATIONS CHARGES

Customer is responsible for all telecommunications charges associated
with using HP SupportLine electronic support.

H. TEMPORARY PROCEDURES

Customer is responsible for implementing temporary procedures or
workarounds while permanent solutions are being sought.

5. SOFTWARE LICENSE AND COPYRIGHTS

A. UPDATES

1. HP grants Customer a License to Use software updates provided by HP
under an HP System Support Option.

2. In addition, HP grants Customer a license to use and copy one (1)
copy of the updates received from HP for each HP Software Product license for
which Customer has purchased an HP System Support option that provides Software
support.

3. Customer agrees that the License to use and copy of the updates is
governed by the HP Software License Terms in effect on the date HP ships the
update to Customer. The current version of the HP Software License Terms is
attached as an addendum to this Agreement.

B. HP UPDATE OWNERSHIP

Customer acknowledges that it does not own and has no right to, title
to, or interest in the updates except as set forth in the HP Software License
Terms.

C. COPYRIGHT AND TRADEMARK NOTICES

Customer agrees to reproduce and conspicuously affix those copyright and
trademark notices from the original software on document on each copy of an
update that Customer makes or obtains from an electronic data source, such as HP
SupportLine support.

6. CHARGES

A. CANCELLATION

If HP System Support Options are canceled, Customer will receive a pro
rata refund only for the unused prepaid services. Charges for HP System Support
Options cover a twelve (12) month period for one (1) year options and a
thirty-six (36) month period for three (3) year options.

B. FINANCING

If HP System Support Options are financed as part of an HP Financing
Agreement, the HP Financing Agreement terms and conditions regarding
cancellation will govern.

HP CONFIGURATION TOOLS LICENSE ADDENDUM
TABLE OF CONTENTS

1. PARTIES AND PRECENDENCE
2. LICENSE GRANT
3. RESTRICTIONS AND CHANNEL
PARTNER RESPONSIBILITIES
4. SUPPORT
5. CONFIDENTIAL INFORMATION
6. OWN RISK
7. TERM AND TERMINATION

HP CONFIGURATION TOOLS LICENSE ADDENDUM

1. PARTIES AND PRECEDENCE

This Addendum covers Channel Partner's use of certain electronic
configuration tools which consist of HP and third party Software. For purposes
of this Addendum, "Channel Partner" means any direct reseller, indirect reseller
or independent Software Vendor ("ISV") of HP Solutions Products pursuant to a
written Agreement or Certification. This Addendum is incorporated by reference
into such Agreement or Certification, the terms and conditions of which will
continue in full force and effect, provided, however, that in the event of a
conflict with any of the provisions of this Addendum, this Addendum will take
precedence.

2. LICENSE GRANT

A. Subject to the terms and conditions set forth in this Addendum and
in Channel Partner's HP Agreement or Certification HP grants to Channel Partner
an internal, non-exclusive, non-transferable, worldwide license to use one copy
of the following Software plus any other Software designated by HP and agreed
upon by Channel Partner in object code format and including any associated
documentation (collectively, the "configuration Tools"), per each individual
user identified by Channel Partner and approved by HP. For purposes of this
Addendum, "User" means an individual employee or contractor of Channel Partner,
as evidenced by a unique user identifier for such individual.

HP Knowledge Base
SalesBUILDER for Windows
QuoteBUILDER for Windows
RAM Doubler

B. Notwithstanding the foregoing transfer restriction, Channel Partner
may transfer restriction, Channel Partner may transfer copies of the
Configuration Tools, including the associated licenses and documentation,
between similarly situated users, subject to Section 3 below and any related
policies or guidelines issued by HP.

3. RESTRICTIONS AND CHANNEL PARTNER RESPONSIBILITIES

A. Channel Partner will use the Configuration Tools solely for the
purposes of selling, configuring, quoting prices for, ordering, distributing
and/or supporting HP Products and Channel Partner products.

B. Channel Partner will be responsible for the payment of all
registration fees, periodic fees, and any connect time charges associated with
the delivery of the Configuration Tools by HP or its designee via electronic
communications services or other means.

C. Channel Partner must have a valid HP Purchase Agreement for
resellers, ISV Agreement or Certification, with no compliance violations, in
order to be eligible to use the Configuration Tools.

D. Channel Partner will be responsible for controlling the number of
its users of the configuration Tools, and will notify HP or its designee
promptly of any internal transfers of the Configuration Tools, including the
associated licenses and documentation.

E. Channel Partner acknowledges HP's right to change Product information
as reflected in the HP Product Knowledge Base without prior notice to Channel
Partner.

4. SUPPORT

HP will provide direct reselling and ISV Channel Partners with telephone
coverage support regarding SalesBUILDER for Windows only, each Monday through
Friday from 8:00 AM to 8:00 PM Eastern Standard Time, excluding HP holidays
pursuant to this Addendum regarding support. HP has no support obligations
regarding any other software licensed pursuant to this license. The Channel
Partners may contact directly the manufacturers of other software licensed.

5. CONFIDENTIAL INFORMATION

Any information disclosed by HP to Channel Partner in connection with
Channel Partner's use of the Configuration Tools which is labeled confidential
or proprietary will be protected by Channel Partner from unauthorized disclosure
to third parties with the same degree of care as Channel Partner uses for its
own similar information for a period of three (3) years from the date of
disclosure. This restriction will not apply to any information which is (1)
already known by Channel Partner prior to disclosure, (ii) independently
developed by Channel Partner prior to or independent of the disclosure, (iii)
publicly available, (iv) rightfully received from a third party without a duty
of confidentiality, or (v) disclosed by Channel Partner with HP's prior written
approval.

6. OWN RISK

HP IS PROVIDING THESE CONFIGURATION TOOLS ON AN "AS IS" BASIS. CHANNEL
PARTNER'S USE OF THE CONFIGURATION TOOLS IS AT CHANNEL PARTNER'S OWN
RISK, HP, ITS AGENTS, EMPLOYEES, SUBCONTRACTORS AND THIRD PARTY SOFTWARE
SUPPLIERS DISCLAIM ANY AND ALL LIABILITIES FOR AND MAKE NO WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIGURATION TOOLS INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

7. TERM AND TERMINATION

This Addendum will be effective upon execution by both parties, and will
continue in effect so long as Channel Partner's HP Agreement or Certification is
in effect; provided, however, that HP may terminate Channel Partner's license
immediately upon notice for cause, and that HP may, in HP's sole discretion,
terminate Channel Partner's license upon thirty (30) days notice without cause.
Upon any such termination, Channel Partner will immediately destroy the
Configuration Tools, together with all copies in any form.

HP WARRANTY AND INSTALLATION INFORMATION
TABLE OF CONTENTS

1. DEFINITIONS
2. WARRANTY STATEMENT
3. PLACE OF PERFORMANCE
4. LIMITATION OF LIABILITY AND REMEDIES
5. WARRANTY AND INSTALLATION CLASSIFICATIONS
6. RESPONSE TIMES
7. INSTALLATION SERVICES

HP WARRANTY AND INSTALLATION INFORMATION

1. DEFINITIONS

A. "Delivery" means standard HP shipping to and arrival at the receiving
area at the "Ship To" address in the country where Customer's order is placed,
unless otherwise indicated on the quotation.

B. "Products" means hardware, Software, documentation, accessories,
supplies, parts and upgrades that are determined by HP to be available from HP
upon receipt of Customer's order. "Custom Products" means Products modified,
designed or manufactured to meet Customer requirements.

C. "Software" means one or more programs capable of operating on a
controller, processor or other hardware Product ("Device"). Software is either
a separate Product, included with another Product ("Bundled Software") or fixed
in a Device and not removable in normal operation ("Firmware").

D. "Specifications" means specific technical information about HP Products
which is published in HP Product manuals and technical data sheets in effect on
the date HP ships Customer's order.

2. WARRANTY STATEMENT

A. Product warranty period is defined by the warranty code appearing on
quotations, as described in the "Warranty and Installation Classification Table"
below or is available upon request.

B. Products purchased from HP outside the U.S. will receive the standard
warranty in the country of purchase. If customer moves such products to another
country where HP has support presence, then Customer will receive the
destination country standard warranty.

C. Products purchased from HP outside the U.S. based on the U.S. list
prices will only receive standard warranty in the U.S., except for Products with
a global warranty. All Products purchased in the U.S. based on international
prices will include a global warranty. A global warranty means that the Product
will include the destination country's standard warranty in any country where
the Product is moved provided that HP has Support presence in that country.

D. Additional warranty coverage may be purchased and that warranty will be
limited to the country in which the additional coverage was purchased. Customer
may receive a different warranty when the Product is purchased as part of a
system. HP reserves the right to change the warranty. Such changes will affect
only new orders.

E. The warranty period begins on the date of deliver, or the date of
installation if installed by HP. If customer schedules or delays installation
by HP more than 30 days after deliver, the warranty period begins on the 31st
day after delivery.

F. HP warrants HP hardware Products against defects in materials and
workmanship. HP further warrants that HP hardware products conform to
specifications. These warranties do not include periodic recalibration
(recommended for some HP Products), unless specifically covered in the warranty
terms for such Products.

G. HP warrants that Software will not fail to execute its programming
instructions due to defects in materials and workmanship when properly installed
and used on the device designated by HP. HP further warrants that HP owned
standard Software will substantially conform to Specifications. HP does not
warrant that Software will operate in hardware and software combinations
selected by customer, or meet requirements specified by Customer.

H. HP does not warrant that the operation of Products will be
uninterrrupted or error free.

I. HP warrants that each HP hardware, software, and firmware Product
delivered under this Exhibit be able to accurately process date data (including,
but not limited to, calculating, comparing, and sequencing) from, into, and
between the twentieth and twenty-first centuries, and the years 1999 and 2000,
including leap year calculations, when used in accordance with the Product
documentation provided by HP (including any instructions for installing patches
or upgrades), provided that all other products (e.g. hardware, software,
firmware) used in combination with such HP Products) properly exchange date data
with it. If the Specifications require that specific HP Products must perform
as a system in accordance with the foregoing warranty, then that warranty will
apply to those HP Products as a system, and Customer retains sole responsibility
to ensure the Year 2000 readiness of its information technology and business
environment. The duration of this warranty extends through January 31, 2001.
To the extent permitted by local law, this warranty applies only to branded HP
Products and not to products manufactured by others that may be sold or
distributed by HP. This warranty Section 21, applies only to HP Products
shipped after July 01, 1998. The remedies applicable to this Section 21, are
those provided in Section 2J below. Nothing in this warranty will be construed
to limit any rights or remedies provided elsewhere in this Exhibit and HP's
Terms and Conditions of Sales and Service with respect to matters other than
Year 2000 compliance.

J. If HP receives notice of defects or non-conformance to hardware
Specification, or substantial non-conformance to HP owned standard Software
Specifications during the warranty period, HP will, at its option, repair (and
recalibrate only as necessitated by repairs), or replace the affected Products.
If HP is unable, within a reasonable time, to repair, replace or correct a
defect or non-conformance in a Product to a condition as warranted, customer
will be entitled to a refund of the purchase price upon prompt return of the
Product to HP. Customer will pay expenses for return of such Products to HP.
HP will pay expenses for shipment of repaired or replacement Products, except
for Products returned to Customer from another country.

K. HP warrants that HP Support will be provided in a professional and
workmanlike manner. HP will replace, at no charge, parts which are defective
and returned to HP within 90 days of delivery.

L. Some newly manufactured HP Products may contain and warranty service may
use remanufactured parts, which are equivalent to new in performance.

M. The above warranties do not apply to defects resulting from improper or
inadequate maintenance or calibration by Customer; customer or third party
supplied software, interfacing or supplies; unauthorized modification; improper
use or operation outside of the Specifications for the Product;
abuse, negligence, accident, loss or damage in transit; improper site
preparation; or unauthorized maintenance or repair.

N. THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER
WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. HP SPECIFICALLY DISCLAIMS THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

3. PLACE OF PERFORMANCE

A. Within HP service travel areas, HP Products and certain other Products
designated by HP, sold with On Site warranty and installation coverage, will be
installed by HP at the Customer's facility at no charge. Outside HP service
travel areas, warranty and installation services will be performed at Customer's
facility only upon HP's prior agreement; Customer will pay HP's travel expenses
and other applicable expenses for such services.

B. Products with On Site warranty will receive warranty services only at
the Initial Installation site. If Products eligible for On Site warranty and
installation services are moved from the Initial Installation site, the warranty
services will be provided only if the Customer purchases additional inspection
or installation services at the new site.

C. Products with On-Site warranty will receive warranty services outside
the country of initial purchase if global warranty coverage applies. Service
outside the country of initial purchase is subject to the conditions regarding
HP service travel areas and Initial Installation site in Sections 3A. and B.
above.

D. Products with global warranty coverage and return to HP warranty, and
battery-powered Products, may be returned to the closest HP authorized repair
center. All other Products with return to HP warranty must be returned to an HP
authorized repair center within the country of original purchase. Customer will
pay expenses for return of such Products to HP. HP will pay expenses for
shipment of repaired or replacement Products, except for Products returned to
Customer from another country.

4. LIMITATION OF LIABILITY AND REMEDIES

A. To the extent HP is held legally liable to Customer, HP's liability is
limited to:

1) damages for bodily injury;

2) direct damages to tangible property up to a limit of U.S. one
million dollars ($1,000,000).

B. Notwithstanding Section 4A. above, in no event will HP or its
affiliates, subcontractors or suppliers be liable for any of the following:

1) actual loss or direct damage that is not listed in 4A. above;

2) damages for loss of data, or software restoration;

3) damages relating to Customer's procurement of substitute products or
services (i.e., "cost of cover"); or

4) incidental, special or consequential damages (including downtime
costs or lost profits).

C. THE REMEDIES IN THIS EXHIBIT AND HP's TERMS AND CONDITIONS OF SALE AND
SERVICE ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES.

5. WARRANTY AND INSTALLATION CLASSIFICATIONS

Products receive warranty and installation services as defined in the
Warranty Installation Classification Table below. Peripherals, accessories and
interfaces receive the same services as the systems to which they are connected
when:

1) the Products are purchased with the system on a coordinated delivery
and are included in the system configuration; or,

2) the Products are purchased as add-ons to an existing system covered
by a HP service agreement which is extended to include the add-on
Products.

HP CONFIGURATION TOOLS LICENSE ADDENDUM

1. PARTIES AND PRECEDENCE

This Addendum covers Channel Partner's use of certain electronic
configuration tools which consist of HP and third party Software. For purposes
of this Addendum, "Channel Partner" means any direct reseller, indirect reseller
or independent Software Vendor ("ISV") of HP Solutions Products pursuant to a
written Agreement or Certification. This Addendum is incorporated by reference
into such Agreement or Certification, the terms and conditions of which will
continue in full force and effect; provided, however, that in the event of a
conflict with any of the provisions of this Addendum, this Addendum will take
precedence.

2. LICENSE GRANT

A. Subject to the terms and conditions set forth in this Addendum and
in Channel Partner"s HP Agreement or Certification, HP grants to Channel Partner
an internal, non-exclusive, non-transferable, worldwide license to use one copy
of the following Software plus any other Software designated by HP and agreed
upon by Channel Partner in object code format and including any associated
documentation (collectively, the "Configuration Tools"), per each individual
user identified by Channel Partner and approved by HP. For purposes of this
Addendum, "User" means an individual employee or contractor of Channel Partner,
as evidenced by a unique user identifier for such individual.

HP Knowledge Base
SalesBUILDER for Windows
QuoteBUILDER for Windows
RAM Doubler

B. Notwithstanding the foregoing transfer restriction, Channel Partner
may transfer copies of the Configuration Tools, including the associated
licenses and documentation, between similarly situated Users, subject to
Section 3 below and any related policies or guidelines issued by HP.

3. RESTRICTIONS AND CHANNEL PARTNER RESPONSIBILITIES

B. Channel Partners will be responsible for the payment of all
registration fees, periodic fees, and any connect time charges associated with
the delivery of the Configuration Tools by HP or its designee via electronic
communications services or other means.

C. Channel Partner must have a valid HP Purchase Agreement for resellers,
ISV Agreement or Certification, with no compliance violations, in order to be
eligible to use the Configuration Tools.

D. Channel Partner will be responsible for controlling the number of its
users of the Configuration Tools, and will notify HP or its designee promptly of
any internal transfers of the Configuration Tools, including the associated
licenses and documentation.

E. Channel Partner acknowledges HP's right to change Product information as
reflected in the HP Product Knowledge Base without prior notice to Channel
Partner.

4. SUPPORT

5. CONFIDENTIAL INFORMATION

Any information disclosed by HP to Channel Partner in connection with
Channel Partner's use of the Configuration Tools which is labeled confidential
or proprietary will be protected by Channel Partner from unauthorized disclosure
to third parties with the same degree of care as Channel Partner uses for its
own similar information for a period of three (3) years from the date of
disclosure. This restriction will not apply to any information which is
(i) already known by Channel Partner prior to disclosure, (ii) independently
developed by Channel Partner prior to or independent of the disclosure,
(iii) publicly available, (iv) rightfully received from a third party without a
duty of confidentiality, or (v) disclosed by Channel Partner with HP's prior
written approval.

6. OWN RISK

HP IS PROVIDING THESE CONFIGURATION TOOLS ON AN "AS IS" BASIS. CHANNEL
PARTNER'S USE OF THE CONFIGURATION TOOLS IS AT CHANNEL PARTNER'S OWN RISK, HP,
ITS AGENTS, EMPLOYEES, SUBCONTRACTORS AND THIRD PARTY SOFTWARE SUPPLIERS
DISCLAIM ANY AND ALL LIABILITIES FOR AND MAKE NO WARRANTIES, EXPRESS OR IMPLIED,
WITH RESPECT TO THE CONFIGURATION TOOLS INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. TERM AND TERMINATION

WARRANTY AND INSTALLATION CLASSIFICATION TABLE
________________________________________________________________________________
WARR WARRANTY SERVICE SUPPORT GLOBAL INSTALL UPGRADE
CODE PERIOD LOCATION LEVEL WARR INC. XXXX.
(00) (4)
________________________________________________________________________________
1A 30 days HP/DEALER Standard Bench (3) No No No
1B 60 days HP Replacement (18) Yes No No
1C 30 days HP/DEALER Replacement (18) Yes No No
1D 30 days HP/DEALER Parts only (16,30) Yes No No
1E 5 years HP/DEALER Parts only (32) Yes No No
1F 90 days HP/DEALER Parts only (16,30) Yes No No
IG 2 years HP/DEALER Parts only (16,30) Yes No No
IH 1 year HP Enhanced Parts only No No Yes
within 48 hrs (33)
IP 30 days HP Replacement (18) No No No
1Q 30 days HP/DEALER Parts only (16,30) No No No
2A 90 days On site 4 hour response (22) No Yes (1) Yes
2B 90 days On site 4 hour response (22) No Yes Yes
2C 90 days On site 4 hour response (22) No No Yes
2D 90 days On site Next day (22) No No Yes
2E 90 days On site Next day (22) No Yes Yes
2F 90 days On site Next day (22) No No No
2G 90 days On site 4 hour response (22) No No No
2H 90 days On site Next day (22 No Yes No
2J 90 days On site Within 3 days (22) No Yes No
2K 90 days HP/DEALER Replacement (2) Yes No No
3A 90 days HP/DEALER Standard Bench (3) No No Yes
3B 90 days HP/DEALER Standard Bench (3) No No No
3C 90 days HP Replacement (2) No No No
3D 90 days HP Standard Bench (3) No No No
3E 6 months On site Within 3 days (22) Yes Yes Yes
3P 90 days HP Replacement (18) No No No
3Q 90 days HP Parts only (16,24) No Yes No
3R 90 days HP Parts only (16,24) No No No
3S 1 year On site Next day (22) Yes No Yes
3T 1 year On site Next day (22) Yes Yes Yes
3U 90 days HP Replacement (2) Yes No No
3V 18 months HP/DEALER Standard Bench (3) Yes No No
3W 1 year On site Within 3 days (22)
Module Exchange (14) Yes No No
3X 1 year HP Replacement (18) Yes No No
4A 1 year HP/DEALER Standard Bench (3) No No No
4B 1 year HP/DEALER Standard Bench (3) No No Yes
4C 1 year HP/DEALER Standard Bench (3) No Yes No
4D 1 year HP/DEALER Standard Bench (3) Yes No No
4E 1 year HP/DEALER Standard Bench (3) Yes No Yes
4F 1 year HP/DEALER Standard Bench (3) Yes Yes No
4G 1 year On site Next Day (22) Yes No No
4H 1 year HP/DEALER Unit Exchange, Yes No No
Next Day (7)
4J 1 year HP/DEALER Exchange, Next Day (7) Yes No No
4K 1 year On site Next day (22) No Yes (1) Yes
4L 1 year On site Next day (22) No Yes Yes
4M 1 year On site Next day (22) No No Yes
4N 1 year On site Within 2 Days (19) Yes No No
4P 1 year HP Parts Only (16) Yes No No
4Q 1 year On site Next Day (22) Yes Yes No
4R 1 year On site Cooperative, Yes Yes Yes
7 Days (11)
4S 1 year On site Cooperative, (11) Yes Yes Yes
4T 1 year On site HW & SW, Next Day (26) Yes No No
4U 1 year HP/DEALER Unit Exchange (7) Yes No Yes
4V 3 years HP/DEALER Parts Only (16) Yes No No
4W 90 days On site Shared, Same Day (20) No No No
4X 1 year HP Replacement (6) No No No
4Y 1 year On site SW Next Day (31) Yes No No
5A 1 year On site Next Day (22) No Yes No
5B 1 year On site Next Day (22) No Yes No
5C 1 year On site Next Day (22) No No No
5D 1 year On site Within 3 Days (22) No No No
5E 1 year HP/DEALER Unit Exchange (7) No No No
5F 1 year HP/DEALER Unit Exchange, No No No
Next day (7)
5G 1 year On site Within 3 Days (22) No Yes(1) Yes
5H 1 year On site Within 3 Days (22) No Yes Yes
5J 1 year On site Within 3 Days (22) No No yes
5K 1 year On site Within 3 Days (22) No No Yes
5L 1 year On site 4 Hour Response (22) No Yes(1) Yes
5M 1 year On site 4 Hour Response (22) No Yes Yes
5N 1 year On site 4 Hour Response (22) No No Yes
5P 1 year HP Replacement (18) No No No
5Q 1 year HP Standard Bench (3) No No No
5R 1 year On site 4 Hour Response (22) No No Yes
5S 1 year On site Within 3 Days (22) Yes Yes Yes
5T 1 year On site Within 3 Days (22) Yes No Yes
5U 1 year On site Within 3 Days (22) No Yes No
5V 1 year On site Cooperative (11) No Yes Yes
5W 1 year On site Next Day, 7 Days (15) Yes Yes No
5X 1 year HP Parts Only (16) No No No
5Y 1 year On site Cooperative, No Yes Yes
7 Days (11)
5Z 1 year HP/DEALER Unit Exchange (7) No No Yes
6A 3 years On site Next Day (22) No No No
6B 2 years HP/DEALER Standard Bench (3) No No No
6C 2 years On site Next Day (22) No No No
6D 2 years On site Next Day (22) No Yes No
6E 2 years HP/DEALER Unit Exchange, No No No
Next Day (7)
6F 2 years HP/DEALER Unit Exchange (7) No No No
6G 2 years HP/DEALER Unit Exchange (7) No No Yes
6H 2 years HP Parts Only (16) No No No
6J 2 years On site Shared, Same Day (2) No Yes No
6L 18 months HP/DEALER Standard Bench (3) No No No
6M 18 months HP Replacement (18) No No No
6N 18 months On site Next Day (22) Yes No No
6P 2 years HP Replacement (16) No No No
6Q 2 years On site Next Day, 7 Days (15) Yes Yes No
6R 2 years On site Next Day (22) Yes No No
6S 2 years HP/DEALER Standard Bench (3) Yes No No
6T 2 years On site Unit Exchange, No Yes No
Next Day (7)
6U 2 years On site Unit Exchange, No No No
Next Day (7)
6V 2 years On site Within 3 Days (22) Yes No No
6W 2 years On site Unit Exchange, No No No
Next Day (7)
6X 2 years HP/DEALER Unit Exchange, Yes No No
Next Day (7)
6Y 2 years On site Unit Exchange, Yes No No
Next Day (7)
6Z 1 year HP Replacement (18) No Yes No
7A 3 years HP/DEALER Standard Bench (3) No No No
7B 3 years HP/DEALER Unit Exchange (7) No No No
7C 3 years On Site Next Day (22) No No No
7D 3 years Site & 1 Year on Site No No No
Bench + 2 Years Bench (1)
7E 3 years HP/DEALER Unit Exchange, No No No
Next Day (7)
7F 3 years Exchange & 1 Year Unit Exchange No No No
Bench + 2 Years Bench (12)
7G 3 years On site Next Day (22) Yes No No
7H 3 years HP/DEALER Replacement (18) No No No
7J 3 years HP/DEALER Module Exchange (14) Yes No No
7K 3 years Site & 1 Year On Site, Yes No No
Bench + 2 Years Bench (10)
7L 3 years HP/DEALER Standard Bench (3) Yes No No
7M 3 years HP/DEALER Unit Exchange (7) No No Yes
7N 3 years On site Next Day (22) No Yes(1) Yes
7P 3 years On site Next Day (22) No Yes Yes
7Q 3 years On site Next Day (22) No No Yes
7R 3 years HP/DEALER Unit Exchange, No No Yes
Next Day(7)
7S 3 years HP/DEALER Bench + Parts Yes No No
Only (21)
7T 3 years On site 1 Year On Site + Yes No No
2 Years Parts Only (23)
7U 3 years On site On Site, Within 3 No Yes No
Days (22)
7V 3 years On site On Site, Within 3 No No Yes
Days (22)
7W 3 years On site On Site, Within 3 No No No
Days (22)
7X 3 years HP/DEALER Unit Exchange (7) Yes No Yes
7Y 3 years On site 5 Hour Response, No No No
24x7 (27)
7Z 3 years HP/DEALER Parts Only (16) No No No
8A 5 years On site Next Day (22) No No No
8B 5 years HP Replacement (18) No No No
8C 5 years HP/DEALER Standard Bench No No No
8D 5 years HP/DEALER Replacement (18) No No Yes
8E 5 years Site & 1 Year on Site + Parts No No No
Parts Only Lifetime (17)
8F 5 years On site Next Day (22) Yes No No
8G 5 years HP Replacement (18) Yes No No
8H 5 years HP/DEALER Unit Exchange, No No No
Next Day (7)
8J 5 years HP/DEALER Unit Exchange, No No Yes
Next Day (7)
8K 5 years HP/DEALER Unit Exchange (7) No No No
8L 5 years HP/DEALER Unit Exchange (7) No No No
8M 3 years Site & 90 Days on Site + Yes No No
Parts 33 Months Parts
Only (28)
8N 3 years Site & 1 Year On Site + 2 Yes No No
Parts Years Parts Only (28)
8P 3 years Site & 1 Year On Site + 2 Yes No No
Parts Years Parts Only
Excluding KB/Mouse(29)
8Q 5 years HP/DEALER Parts Only (16) No No No
8R 3 years HP/DEALER Unit Exchange, Yes No No
Next Day (7)
8S 3 years On site Unit Exchange (7) Yes No No
8T 2 years On site Next Day (22) Yes Yes No
8U 2 years On site Within 3 Days (22) Yes Yes No
8V 3 years Site & 1 Year On Site + 2 No No No
Parts Years Parts Only
Excluding KB/Mouse (29)
9A 6 years On site 4 Hour Response No No No
(Expires: 30 SEP 2001)
9M Lifetime HP Replacement (5) Yes No Yes
9N Lifetime HP Replacement (5) No No Yes
9P Lifetime HP Replacement (5) No No No
9Q 10 years HP Replacement (5) No No No
9R Lifetime HP/DEALER Unit Exchange, Yes No Yes
Next Day (7)
9X 30 years HP/DEALER Replacement (8) No No No
9Y 90 days HP/DEALER Replacement (8) No No No
9Z 90 days HP Replacement (24) No No No

NOTES:

1. Site preparation service included with installation.
2. Warranty service is limited ro repair or replacement of defective Software
media or materials only.
3. Standard Bench warranty means repaired by HP or an HP dealer as its
designated repair center.
4. Upgrade eligibility indicates Product warranty and installation coverage is
eligible to change to match the warranty coverage of the controlling
Product when ordered as a component of a system.
5. Lifetime parts warranty for an item that is warranted throughout the
support life of the Product in which it is used.
6. Products manufactured by another company and distributed by Hewlett-Packard
are not supported by HP. Support is provided by the original product
manufacturer. Software warranty services from HP are limited to replacement
of defective Software media or materials. Customer should contact and/or
register with the product manufacturer to receive any additional warranty
and support coverage information that may be available.
7. Unit Exchange warranty may return to the Customer a repaired exchange
unit, or their original product repaired to HP standards.
8. The Product may be replaced, repaired or the purchase price refunded if
found to be defective during the first thirty (3) years of use.
9. The Product may be replaced if found to be defective during the first ten
(10) years of use.
10. On site warranty with next day response is provided for the first year and
Standard Bench warranty is provided for two additional years. Standard
Bench warranty means repaired by HP or by an HP dealer at its designated
repair center.
11. Cooperative Support involves a sharing of responsibilities for replacement
parts inventory and on site product servicing. Warranty 5V response is
limited to normal working hours. Warranty 5Y response is twenty-four (24)
hours a day, seven (7) days a week.
12. Unit exchange (see #7 above) warranty is provided for the first year and
Standard Bench warranty is provided for two additional years. Standard
Bench warranty means repaired by HP or an HP dealer at its designated
repair center.
13. Warranty coverage is available in all countries where HP has established
local support capabilities. Repairs of products configured to operate in a
different country may be subject to delays.
14. Module Exchange warranty may return to the Customer a refurbished module in
exchange for the Customer's original.
15. Response to a call for support is available seven (7) days a week. On site
response is provided by the next day after receiving a call requesting
warrant support.
16. Parts only warranty means HP will supply the Customer with a replacement
part in exchange for a defective one.
17. Five (5) year on site warranty is supplemented with a lifetime parts
warranty. Lifetime means HP will supply the Customer with a replacement
part in exchange for a defective one throughout the support life of the
Product. Some part restrictions apply.
18. The item is warranted against manufacturing defects in material or
workmanship only.
19. Warranty response is provided within two business days.
20. Shared warranty support responsibility with the original equipment
manufacturer. HP provides the initial contact for the Customer and works
with the original equipment manufacturer the same business day to supply
required warranty suppport if needed.
21. First year receives standard bench repair warranty coverage and years two
and three receive replacement parts warranty coverage only.
22. Responses are based on local standard business days and working hours.
Unless otherwise stated, all responses are measured from the time the
Customer calls until HP has either established a mutually acceptable time
for support to be performed, or HP has begun to provide on site support or
remote diagnosis.
23. First year receives standard On Site, Next Day warranty coverage and years
two and three receive replacement parts warranty coverage only.
24. Products manufactured by another company, distributed by HP and supported
by HP receive minimal warranty coverage of ninety (90) days parts only.
This warranty may be upgraded to one (1) year on site support.
25. Product is serviced on site and if found to be defective is exchanged for a
previously repaired unit by the HP authorized support engineer.
26. HP warrants that both the standard hardware and software will substantially
conform to published specifications.
27. Responses are measured from the time the Customer calls until HP has either
established a mutually acceptable time for support to be performed, or HP
has begun to provide on site support or remote diagnostics. 24x7 refers to
coverage hours of twenty-four (24) hours a day, seven (7) days a week.
28. Two (2) levels of warranty coverage are provided for specified intervals of
time. The two (2) levels can be described as follows: 1) On site support
supplied by the next business day; and 2) Parts only coverage without the
need to return the defective part.
29. Two (2) levels of warranty coverage are provided for specified intervals of
time. The two (2) levels can be described as follows: 1) On site support
supplied by the next business day, and 2) Parts only coverage excluding the
keyboard and mouse.
30. The Customer may accept parts only warranty (see footnote 16) or return the
product to the point of sale for warranty support.
31. HP warrants that the standard software will substantially conform to
published specifications.
32. Keyboard and mouse are covered for the first (1st) year only.
33. The Enhanced Parts only service level means that HP will provide the
Customer with remove resolution assistance, parts diagnosis, replacement
part(s) in return for defective one(s), and remote part installation
assistance. At its option, HP may, but is not obligated to, repair the
product on site.

HP WARRANTY AND INSTALLATION INFORMATION

1. DEFINITIONS

A. "Delivery" means standard HP shipping to and arrival at the receiving
area at the "Ship To" address in the country where customer's order is placed,
unless otherwise indicated on the quotation.

C. "Software" means one or more programs capable of operating on a
controller, processor or other hardware Product ("Device"). Software is either a
separate Product, included with another Product ("Bundled Software"), or fixed
in a Device and not removable in normal operation ("Firmware").

D "Specifications" means specific technical information about HP
Products which is published in HP Product manuals and technical data sheets in
effect on the date HP ships Customer's order.

2. WARRANTY STATEMENT

A. Product warranty period is defined by the warranty code appearing
on quotations, as described in the "Warranty and Installation Classification
Table" below or is available upon request.

B. Products purchased from HP outside the U.S. will receive the
standard warranty in the country of purchase. If customer moves such Products
to another country where HP has Support presence, the Customer will receive the
destination country standard warranty.

C. Products purchased in the U.S. based on the U.S. list prices will
only receive standard warranty in the U.S. except for Products with a global
warranty. All products purchased in the U.S. based on international prices will
include a global warranty. A global warranty means that the Product will
include the destination country's standard warranty in any country where the
Product is moved provided that HP has support presence in that country.

D. Additional warranty coverage may be purchased and that warranty will
be limited to the country in which the additional coverage was purchased.
Customer may receive a different warranty when the Product is purchased as part
of a system. HP reserves the right to change the warranty. Such changes will
affect only new orders.

E. The warranty period begins on the date of delivery, or the date of
installation if installed by HP. If customer schedules or delays installation
by HP more than 30 days after delivery, the warranty period begins on the 31st
day after delivery.

F. HP warrants HP hardware Products against defects in materials and
workmanship. HP further warrants that HP hardware Products conform to
Specifications. These warranties do not include periodic recalibration
(recommended for some HP Products), unless specifically covered in the warranty
terms for such Products.

G. HP warrants that Software will not fail to execute its programming
instructions doe to defects in materials and workmanship when properly installed
and used on the device designated by HP. HP further warrants that HP owned
standard Software will substantially conform to Specifications. HP does not
warrant that software will operate in hardware and software combinations
selected by customer, or meet requirements specified by Customer.

H. HP does not warrant that the operation of Products will be
uninterrupted or error free.

I. HP warrants that each HP hardware, software, and firmware Product
delivered under this Exhibit and HP's Terms and Conditions of Sale and Service
will be able to accurately process date data (including, but not limited to,
calculating, comparing, and sequencing) from, into, and between the twentieth
and twenty-first centuries, and the years 1999 and 2000, including leap year
calculations, when used in accordance with Product documentation provided by HP
(including any instructions for installing patches or upgrades), provided that
all other products (e.g. hardware, software, firmware) used in combination with
such HP Product(s) properly exchange date data with it. If the Specifications
require that specific HP products must perform as a system in accordance with
the foregoing warranty, then that warranty will apply to those HP Products as a
system, and Customer retains sole responsibility to ensure the Year 2000
readiness of its information technology and business environment. The duration
of this warranty extends through January 31, 2001. To the extent permitted by
local law, this warranty applies only to branded HP products and not to products
manufactured by others that may be sold or distributed by HP. This warranty
Section 21, applies only to HP products shipped after July 01, 1998. The
remedies applicable to this Section 21, are those provided in Section 2J below.
Nothing in this warranty will be construed to limit any rights or remedies
provided elsewhere in this Exhibit and HP's Terms and Conditions of sales and
Service with respect to matters other than Year 2000 compliance.

J. If HP receives notice of defects or non-conformance to hardware
Specifications, or substantial non-conformance to HP owned standard Software
Specifications during the warranty period, HP will, at its option, repair (and
recalibrate only as necessitated by repairs) or replace the affected Products.
If HP is unable, within a reasonable time to repair, replace or correct a defect
or non-conformance in a Product to a condition as warranted, Customer will be
entitled to a refund of the purchase price upon prompt return of the Product to
HP. Customer will pay expenses for return of such products to HP. HP will
pay expenses for shipment of repaired or replacement Products, except for
Products returned to Customer from another country.

K. HP warrants that HP Support will be provided in a professional and
workmanlike manner. HP will replace, at no charge, parts which are defective
and returned to HP within 90 days of delivery.

L. Some newly manufactured HP Products may contain and warranty service
may use remanufactured parts, which are equivalent to new in performance.

M. The above warranties do not apply to defects resulting from improper
or inadequate maintenance or calibration by Customer; Customer or third party
supplied software, interfacing or supplies; unauthorized modification; improper
use or operation outside of the Specifications for the Product; abuse,
negligence, accident, loss or damage in transit; improper site preparation; or
unauthorized maintenance or repair.

WARR WARRANTY SERVICE SUPPORT GLOBAL INSTALL UPGRADE
CODE PERIOD LOCATION LEVEL WARR. INC. XXXX.
(00) (4)
____________________________________________________________________________
1A 30 Days HP/DEALER Standard Bench (3) No No No
1B 60 Days HP Replacement (18) Yes No No
1C 30 Days HP/DEALER Replacement (18) Yes No No
1D 30 Days HP/DEALER Parts Only (16,30) Yes No No
1E 5 Years HP/DEALER Parts Only (32) Yes No No
1F 90 Days HP/DEALER Parts Only (16,30) Yes No No
1G 2 Years HP/DEALER Parts Only (16,30) Yes No No
1H 1 Year HP Enhanced Parts Only No No Yes
Within 48 Hrs (33)
1P 30 Days HP Replacement (18) No No No
1Q 30 Days HP/DEALER Parts Only (16,30) No No No
2A 90 Days On Site 4 Hour Response (22) No Yes(1) Yes
2B 90 Days On Site 4 Hour Response (22) No Yes Yes
2C 90 Days On Site 4 Hour Response (22) No No Yes
2D 90 Days On Site Next Day (22) No No Yes
2E 90 Days On Site Next Day (22) No Yes Yes
2F 90 Days On Site Next Day (22) No No No
2G 90 Days On Site 4 Hour Response (22) No No No
2H 90 Days On Site Next Day (22) No Yes No
2J 90 Days On Site Within 3 Days (22) No Yes No
2K 90 Days HP/DEALER Replacement (2) Yes No No
3A 90 Days HP/DEALER Standard Bench (3) No No Yes
3B 90 Days HP/DEALER Standard Bench (3) No No No
3C 90 Days HP Replacement (2) No No No
3D 90 Days HP Standard Bench (3) No No No
3E 6 Months On Site Within 3 Days (22) Yes Yes Yes
3P 90 Days HP Replacement (18) No No No
3Q 90 Days HP Parts Only (16,24) No Yes No
3R 90 Days HP Parts Only (16,24) No No No
3S 1 Year On Site Next Day (22) Yes No Yes
3T 1 Year On Site Next Day (22) Yes Yes Yes
3U 90 Days HP Replacement (2) Yes No No
3V 18 Months HP/DEALER Standard Bench (3) Yes No No
3W 1 Year On Site Within 3 Days (22) Yes No No
Module Exchange (14)
3X 1 Year HP Replacement (18) Yes No No
4A 1 Year HP/DEALER Standard Bench (3) No No No
4B 1 Year HP/DEALER Standard Bench (3) No No Yes
4C 1 Year HP/DEALER Standard Bench (3) No Yes No
4D 1 Year HP/DEALER Standard Bench (3) Yes No No
4E 1 Year HP/DEALER Standard Bench (3) Yes No Yes
4F 1 Year HP/DEALER Standard Bench (3) Yes Yes No
4G 1 Year On Site Next Day (22) Yes No No
4H 1 Year HP/DEALER Unit Exchange, Next Yes No No
Day (7)
4J 1 Year HP/DEALER Exchange, Next Day (7) Yes No No
4K 1 Year On Site Next Day (22) No Yes(1) Yes
4L 1 Year On Site Next Day (22) No Yes Yes
4M 1 Year On Site Next Day (22) No No Yes
4N 1 year On Site Within 2 Days (19) Yes No No
4P 1 Year HP Parts Only (16) Yes No No
4Q 1 Year On Site Next Day (22) Yes Yes No
4R 1 Year On Site Cooperative, Yes Yes Yes
7 Days (11)
4S 1 Year On Site Cooperative (11) Yes Yes Yes
4T 1 Year On Site HW & SW, Next Day (26) Yes No No
4U 1 Year HP/DEALER Unit Exchange (7) Yes No Yes
4V 3 Years HP/DEALER Parts Only (16) Yes No No
4W 90 Days On Site Shared, Same Day (20) No No No
4X 1 Year HP Replacement (6) No No No
4Y 1 Year On Site SW Next Day (31) Yes No No
5A 1 Year On Site Next Day (22) No Yes No
5B 1 Year On Site Next Day (22) No Yes No

WARRANTY AND INSTALLATION CLASSIFICATION TABLE

7T 3 years On Site 1 Year on Site + 2 Years Yes No No
Parts Only (23)
7U 3 years On Site On Site, Within 3 Days (22) No Yes No
7V 3 years On Site On Site, Within 3 Days (22) No No Yes
7W 3 years On Site On Site, Within 3 Days (22) No No No
7X 3 years HP/DEALER Unit Exchange (7) Yes No Yes
7Y 3 years On Site 8 Hour Response, 24x7 (27) No No No
7Z 3 years HP/DEALER Parts Only (16) No No No
8A 5 years On Site Next Day (22) No No No
8B 5 years HP Replacement (18) No No No
8C 5 years HP/DEALER Standard Bench No No No
8D 5 years HP/DEALER Replacement (18) No No Yes
8E 5 years Site & Parts 1 Year On Site + Parts Only No No No
Lifetime (17)
8F 5 years On Site Next Day (22) Yes No No
8G 5 years HP Replacement (18) Yes No No
8H 5 years HP/DEALER Unit Exchange, Next Day (7) No No No
8J 5 years HP/DEALER Unit Exchange, Next Day (7) No No Yes
8K 5 years HP/DEALER Unit Exchange (7) No No No
8L 5 years HP/DEALER Unit Exchange (7) No No Yes
8M 3 years Site & Parts 90 Days On Site + 33 Months Yes No No
Parts Only (28)
8N 3 years Site & Parts 1 Year On Site + 2 Years
Parts Only (28) Yes No No
8P 3 years Site & Parts 1 Year On Site + 2 Years Parts Yes No No
Only Excluding KB/Mouse (29)
8Q 5 years HP/DEALER Parts Only (16) No No No
8R 3 years HP/DEALER Unit Exchange, Next Day (7) Yes No No
8S 3 years On Site Unit Exchange (7) Yes No No
8T 2 years On Site Next Day (22) Yes Yes No
8U 2 years On Site Within 3 Days (22) Yes Yes No
8V 3 years Site & Parts 1 Year On Site + 2 Years Parts No No No
Only Excluding KB/Mouse (29)
9A 6 years On Site 4 Hour Response (Expires: No No No
30 SEP 2001)
9M Lifetime HP Replacement (5) Yes No Yes
9N Lifetime HP Replacement (5) No No Yes
9P Lifetime HP Replacement (5) No No No
9Q 10 years HP Replacement (9) No No No
9R Lifetime HP/DEALER Unit Exchange, Next Day (7) Yes No Yes
9X 30 years HP/DEALER Replacement (8) No No No
9Y 90 days HP/DEALER Replacement (6) No No No
9Z 90 days HP Replacement (24) No No No

6. RESPONSE TIMES

Response times for on site repair services are specified in the Response
Time Table below.

RESPONSE TIME TABLE
_______________________________________________________________________________
ZONE NUMBER 1-3 3-5 6 OTHER
_______________________________________________________________________________
Distance (Miles/Km) 0-100/0-160 101-200/161-320 201-300/321/480
_______________________________________________________________________________
Classification Codes 4 8 12 Quote
2A, 2B, 2C, 2G, 4S, Coverage Coverage Hours Coverage Hours
5L, 5M, 5N, 5R, Hours
5V & 9A
________________________________________________________________________________
Classification Codes Next 2 3 Quote
2D, 2E, 2F, 2H, 4G, Coverage Coverage Coverage
4K, 4L, 4M, 4Q, 4T, Day Days Days
5A, 5B, 5C, 5F, 5W,
6A, 6C, 6D, 6N, 6Q,
6R, 7C, 7N, 7P, 7Q,
8A, 8H & 8J
_______________________________________________________________________________
Classification Codes Within 3 2 3 Quote
2J, 5D, 5G, 5H, 5J, Coverage Coverage Coverage
5K, 5S, 5T, 5U, 6V Days Days Days
7U, 7V & 7W
_______________________________________________________________________________

7. INSTALLATION SERVICES

A. SITE PREPARATION

When this service is included in the purchase price of a product, a
representative of HP will contact the customer upon receipt of customer's
purchase order to discuss site preparation requirements. This may be
accomplished either during an on site visit or by telephone, and will encompass
technical site planning, preparation and installation requirements relevant to
Customer's system. Customer will also receive documentation or information
characterizing the physical, electrical and environmental requirements
applicable to Customer's system, as well as any other requirements obtained in
the appropriate HP "Site Preparation Manual" (when available) for the system.

B. SITE SURVEY

All installation sites must be approved by HP. Prior to the scheduled
delivery of Customer's system, an HP representative will verify that the site
has been prepared in conformance with the applicable "Site Preparation Manual"
(when available) and meets all electrical and environmental requirements
contained in that manual. This verification may occur either on site or by
telephone.

C. PURCHASE OF INSTALLATION SERVICES

Standard installation services are included in the price of some system
products. These services may also be obtained from HP for products or systems
which do not include these services in the purchase price of the product for
additional cost which will be specially quoted.

D INSTALLATION OF SYSTEMS AND SELECTED COMPONENTS

When installation is included in the purchase price of a product:

1) HP will install Customer's system(s) at a mutually agreed time
following notification by Customer that all Products of the coordinated shipment
have been delivered to the site and that the site conforms to HP's requirements.
Installations will be performed during HP's normal business hours. Installations
performed outside of business hours at Customer's request may be subject to
additional charges.

2) HP systems, including all accessories, interfaces, peripherals and
terminals ordered with a system on a coordinated delivery and included in HP's
configuration guide and located at the system site, will be installed by HP at
no additional charge.

E. SOFTWARE INSTALLATION

Standard software installation services consist of loading the operating
system and utilities included in the operating system software on the system and
executing applicable verification tests. Software that is Customer installable
will be noted in the applicable data sheet.

F. INSTALLATION RESPONSIBILITIES

During system installation, HP will perform the following tasks:

1. Supervise uncrating, positioning and racking of the Products;

2. Inventory the shipment against the packing list(s);

3. Physically interconnect the Products;

4. Check the primary power line voltage;

5. Connect line power to Products shipped with power cable and
connector, (1)

6. Install operating system and utilities;

7. Execute turn-on procedures;

8. Perform electronic and mechanical adjustments;

9. Perform any repairs which may be required to make the Products
operational; (2)

10. Execute standard HP diagnostic or verification program and tests;

11. Instruct operator on daily care and proper use of Products.

During system installation, Customer will perform the following tasks:

1. Receive, uncrate, rack or move the Products and dispose of the
packaging materials;

2. Rerack or relocate the Products;

3. Reconfigure or regenerate Software systems;

4. Connect line power to Products delivered without power cable and
connector;(1)

5. May install products not supplied by HP;

6. Fabricate or pull cables;

7. Ensure that site, cable runs and power outlets conform to all local
fire and electrical codes;

8. Attach wall and ceiling mounts to building structure;

9. Reconfigure hardware systems, including recabling or relocation of
existing products.

All of the above Customer tasks, except 4 and 8, may be performed by HP
for an additional charge and are subject to availability of resources.

NOTES:

1) Due to variations in local electrical codes, many Products are shipped
without power cables and connectors. These Products must be connected to
power by Customer's electrical contractor who is familiar with local
regulations.

2) Repairs made on Products covered by HP warranty will be accomplished at no
additional charge. Shipment damage related to a Customer initiated
relocation or shipment is not covered under warranty. For Products or damage
not covered by HP warranty, repairs will be made at Customer's expense.

U.S. SOLUTIONS DIRECT RESELLER PROGRAM OPERATIONS POLICY MANUAL

INTRODUCTION

This Operations Policy Manual ("OPM") describes uniform HP policies applicable
across Products, channel segments, and Direct Resellers. This OPM applies to all
HP Channel Partners that have active purchase agreements containing the U.S.
Direct Reseller Program Exhibit. For convenience and consistency, this OPM
refers generically to "Direct Resellers".

HP has consolidated these policies in the OPM to ensure consistency and to
provide an efficient means for updating changes to HP's policies simultaneously
across all applicable channel segments. All capitalized terms used in this OPM
retain the meanings defined elsewhere in the Agreement, unless specifically
noted to the contrary.

U.S. SOLUTIONS DIRECT RESELLER OPERATIONS POLICY MANUAL
TABLE OF CONTENTS

1. WARRANTY
2. SUPPORT
3. SOFTWARE LICENSING
4. RETURNS
5. CHANNEL PARTNER INSIGNIA
6. OBSOLETE, USED OR REFURBISHED UNITS

U.S. SOLUTIONS DIRECT RESELLER OPERATIONS POLICY MANUAL

1. WARRANTY

A. WARRANTY STATEMENTS

1. HARDWARE. HP warrants hardware Products against defects in
materials and workmanship. HP further warrants that HP products conform to
Specifications effect on the date HP ships the Product.

2. DESIGNATED SOFTWARE AND FIRMWARE. HP warrants Software and
Firmware Products which are designated by HP for use with a hardware
Product and are properly installed on that hardware Product, against
failures to execute their programming instructions due to defects in
materials and workmanship.

3. HP OWNED STANDARD SOFTWARE. HP warrants that HP owned standard
Software will substantially conform to Specifications. HP does not warrant
that Software will operate in hardware and software combinations selected
by Direct Reseller and/or Customers, or meet requirements specified by
Direct Resellers and/or Customers, or that the operation of Products will
be uninterrupted or error free.

4. YEAR 2000. HP warrants that each HP hardware, Software and
firmware Product shipped by HP will be able to accurately process date data
(including, but not limited to, calculating, comparing, and sequencing)
from, into, and between the twentieth and twenty-first centuries, and the
years 1999 and 2000, including leap year calculations, when used in
accordance with the Product documentation provided by HP (including any
instructions for installing patches or upgrades), provided that all other
products (e.g. hardware, software, firmware) used in combination with such
HP product(s) properly exchange date data with it. If the Specifications
require that specific HP Products must perform as a system in accordance
with the foregoing warranty, then that warranty will apply to those HP
Products as a system, and warranty recipients retain sole responsibility to
ensure the Year 2000 readiness of their information technology and business
environments.

5. OTHER WARRANTIES. HP may provide Product specific warranties,
either with such Products or via the following HP web site: http://
xxxxxxx.xxxxxxxx.xx.xxx/. HP revisions to such warranties will be the
date specified by HP. These warranties will take precedence over any
conflicting terms contained in this Section 1.

B. WARRANTY PERIODS AND PASS THROUGH PROCESSES

1. WARRANTY PERIODS. Product warranty period and additional
information is available with Products, on quotations, or upon request. If
Direct Reseller does not pass through its HP warranties, the warranty
period begins on the date of delivery, or the date of installation if
installed by HP. If Customer schedules or delays installation by HP more
than thirty (30) days after delivery, the warranty period begins on the
thirty-first (31st) day after delivery.

2. PASS THROUGH PROCESSES. Except as expressly provided in this
Agreement, Direct Reseller may pass through the warranties provided under
the Agreement to their end-user customers, so long as such warranty terms
and conditions obligate HP to no greater than the following:

a. Warranty coverage for defective Products no greater than
that provided in this Warranty Section and any associated Product
Exhibit or Product Category.

b. Warranty exclusions and disclaimers no less than those set
forth in this Warranty Section and any associated Product Exhibit.

c. A duration of warranty expiring no later than the date of
expiration of HP's warranty as provided under this Agreement; and

d. Limitations of remedies and liability no less than those
provided in the limitation of Remedies and Liability Section of this
Agreement.

Direct Reseller must provide a copy of the currently effective
HP warranty to its end-user Customer prior to the downstream
sale. A copy of the current version of HP's Warranty and
Installation Information (also known as "E-26") is attached as
an addendum to this Agreement and may be provided by Direct
Reseller to its end-user Customer, provided that Direct
Reseller is responsible for ensuring that it provides the
current version of E-26. In addition, Direct Reseller may
provide more extensive warranty coverage to its end-user
customers, so long as HP has no responsibility for fulfilling
the associated obligations.

3. PASS THROUGH WARRANTY PERIOD. Where Direct Reseller uses the pass
through processes described above, products ordered by Direct Reseller and
temporarily retained in inventory are warranted beginning with the shipment
date from HP and ending with shipment to the end-user Customer, for a
period not to exceed one hundred (180) days from date of original purchase
from HP by Direct Reseller. "User-Warranties" apply only to end-user
purchasers of Products. End-user Customer warranties begin upon purchase by
the end-user Customer and must be verified by proof of acquisition by such
Customer.

4. YEAR 2000 WARRANTY PERIOD. The duration of the Year 2000 warranty
set forth in subsection 1.A.4 above extends through January 31, 2001.

C. REMEDIES

If HP receives notice of defects or non-conformance to the warranties
provided in this Agreement during the applicable warranty period, HP will, at
its option, repair, or replace the affected products. If HP is unable, within a
reasonable time, to repair, replace or correct a defect or non-conformance in a
Product to a condition as warranted, Customer will be entitled to a refund of
the purchase price upon prompt return of such Products to HP. HP will pay
expenses for shipment of repaired or replacement Products.

D. WARRANTY EXCEPTIONS

1. HP does not warrant that the operation of Products will be
uninterrupted or error free.

2. The warranties provided in subsections 1.A through 1.B above do not
include periodic recalibration, recommended for some Products, unless
specifically covered in the warranty terms for such Products.

3. Some newly manufactured Products may contain, and in supporting such
Products HP may use, remanufactured parts which are equivalent to new in
performance.

4. The Year 2000 warranty provided in subsection 1.A.4 above applies
only to branded HP Products and not to products manufactured by others that may
be sold or distributed by HP.

E. WARRANTY EXCLUSIONS

The warranties provided in subsections 1.A. through 1.H. above will not
apply to damages resulting from abuse, misuse, negligence, accident, loss or
damage in transit, or other Product warranty exclusion, or from attempted repair
by an unauthorized technician. Direct Reseller will reimburse HP for all freight
expenses for any of the foregoing Products returned to HP, or for any returned
Products determined by HP to be free from defect. Such HP Products may be
shipped back to Direct Reseller, and Direct Reseller will be responsible for
associated freight charges. Title to the Products and risk of loss will pass to
Direct Reseller at HP's shipping point (Free On Board at Origin; "F.O.B.
Origin").

F. WARRANTY DISCLAIMERS

THE ABOVE WARRANTIES ARE SOLE AND EXCLUSIVE, AND NO OTHER WARRANTY,
WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED HP SPECIFICALLY DISCLAIMS THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

2. SUPPORT

A. Direct Reseller may order Support from HP's then current Support
offering, which is set forth in the attached U.S. Solutions Support Options
Addendum. Orders for Support are subject to the terms of this Agreement,
including the Support Exhibit or quotation in effect on the date of order.
Direct Reseller is responsible for obtaining the agreement of its end-user
Customer with respect to any Support obligations under this Agreement that
pertain to such Customer.

B. To be eligible for Support, Products must be at current specified
revision levels and, in HP's reasonable opinion, in good operating condition.

C. HP may, at no additional charge, modify Products to improve
operation, supportability and reliability, or to meet legal requirements.

D. Relocation of Products is the end-user Customer's responsibility.
Relocation may result in additional Support charges and modified service
response times. Support of Products moved to another country is subject to
availability.

E. HP will provide Support for products not supplied by HP when approved
by HP in writing. HP will provide Support for HP Products when the end-user
Customer allows HP to perform modifications if requested by HP under Section
2.C. above. Such Customer is responsible for removing any products not eligible
for Support to allow HP to perform Support services. If Support services are
made more difficult because of such product(s), HP will charge such Customer for
the extra work at HP's standard rates.

F. Support does not cover any damage or failure caused by:

1. Use of non-HP media, supplies and other products; or

2. Site conditions that do not confirm to HP's site specifications;
or

3. Neglect, improper use, fire or water damage, electrical
disturbances, transportation by Direct Reseller or its end-user
Customer, work or modification by people other than HP employees or
subcontractors, or other causes beyond HP's control; or

4. Inability of any non-HP products in the end-user Customer's
environment to correctly process, provide or receive date data (i.e.,
representations for month, day, and year), and to properly exchange date
data with the Products supplied by HP.

G. The end-user Customer is responsible for maintaining a procedure
external to the Products to reconstruct lost or altered Customer files, data or
programs. Such Customer will have a representative present when HP provides
Support services at Customer's site. Customer will notify HP if Products are
being used in an environment which poses a potential health hazard to HP
employees or subcontractors; HP may require Customer to maintain such Products
under HP supervision.

H. The end-user Customer may delete Products under Support or cancel
Support orders upon thirty (30) days written notice. Upon sixty (60) days
written notice, HP may cancel Support orders or delete Products no longer
included in HP's Support offering.

3. SOFTWARE LICENSING

A. Unless prior written consent is obtained from HP, Direct Reseller
will not copy or modify any materials supplied under this Agreement, except that
Software may be copied for archival purposes, to replace a defective copy, or
for program error verification. Direct Reseller will not remove, omit, or alter
any label or copyright notice on or in these materials.

B. Direct Reseller is granted the right to distribute Software and
related materials supplied by HP in accordance with the HP Software License
Terms in effect on the date of shipment by HP. The current version of the HP
Software License Terms are attached as an addendum to this Agreement. Direct
Reseller may also use the materials for demonstration purposes in accordance
with those license terms.

1. Where an end-user agreement is supplied with the Software, the
user must sign the agreement or indicate acceptance by opening the media
package in order to obtain a license to use it. Use of the Software will
be subject to the terms of the agreement.

2. Where the Software is designated as confidential or a trade
secret in its license terms, Direct Reseller will safeguard the Software
in accordance with industry standards and applicable law, using the same
degree of care to prevent unauthorized disclosure as they use with their
own trade secrets and those of other suppliers.

C. Direct Reseller is granted a license to use certain electronic
configuration tools, subject to and in accordance with the terms and conditions
set forth in the attached HP Configuration Tools License and HP Software License
Terms.

4. RETURNS

A. INTRODUCTION

1. The procedures provided in this Agreement for return and repair,
replacement, or credit are the exclusive remedies of Direct Reseller for
any claim related to any alleged defect, nonconformity, or customer
dissatisfaction in Products.

2. Some Products may be returned under different terms and
conditions than those set forth in this Section 4; the terms and
conditions applicable to such Products are noted in the specific Product
Exhibits and Program Exhibits related to such Products.

B. DEFECTIVE UNIT RETURNS

1. Products eligible for defective unit returns are designated on
the Product Exhibits.

C. Display of HP Marks is at all times subject to HP's standards, policies and
guidelines. HP reserves all rights under law or in equity for misuse of HP
trademarks.

6. OBSOLETE, USED OR REFURBISHED UNITS

A. HP may, from time to time, offer Direct Reseller obsolete, used or
refurbished products and/or certain products on special promotional terms. Such
purchases may be subject to discounts different than those shown in the Product
Exhibits, and on terms which may not include eligibility for Price Protection,
stock adjustment, promotional accrual fund allowance or credit towards Direct
Reseller's volume commitment levels.

HP HIGH-END ENTERPRISE SERVER PRODUCTS EXHIBIT AV40

Products listed on this Exhibit and applicable standard options that are
determined by HP to be available from HP upon acceptance of Customer's order
earn discounts based on the total shipments by HP in accordance with the
following Discount Schedule(s) when purchased in accordance with provisions of
this Agreement including all attachments. Custom Product and option discounts
are subject to agreement between Customer and HP prior to each order. All
language versions of Products listed on this Exhibit qualify.

DISCOUNT

Each product is categorized for discount rate into a "Discount Percentage
Schedule" column as shown in the "Products Subject to Discount" table.

DISCOUNT PERCENTAGE SCHEDULE

UNITED STATES I
US DOLLAR NET .

0 - + 33.0

PRODUCTS SUBJECT TO DISCOUNT

[HEWLETT PACKARD LOGO APPEARS HERE]

HP HIGH-END ENTERPRISE SERVER PRODUCTS Exhibit AV40

PRODUCT NUMBER COLUMN WTY DESCRIPTION
CODE

A3725A I 5L V2200/2250 Enterprise Server S
A3725AR I 5L Rmkt HP9000 V2200 Enterprise S
A3726A I 5L V2200 Base System Configuration
A3726AN I
A3726AR I 5L Rmkt V2200 Base System Configuration
A3727A I 5L 000 XXx XX0000 Processor with
A3727AN I 5H V2200 CPU Rebate
A3727AR I 5L Rmkt 200MHz PA8200 Processor w
A3729A I 5L 6 slot PCI card cage for X Xxx
X0000XX I 5L Rmkt 6 slot PCI card cage for
A3730A I 5L Memory Carrier for V2200
A3730AN I 5H V22x0 Memory Board Return Cred
A3730AR I 5L Rmkt Memory Carrier for V2200
A3732A I 5L 1GB memory, set of 8 128MB Dim
A3733A I 5L V Class power supply
A3733AR I 5L Rmkt V Class power supply
A3734A I 5K HP 9000 Localized V Class HW M
A3734AR I 5K Rmkt HP9000 Localized V Class
A3746A I 5L V Class field Stacking Kit
A4801A I 5L V Class base system, technical
A4801AR I 5L Rmkt V Class base sys, technic
A4802B I 5L System Mgmt Station with Software
A4805AR I 5L Rmkt Disk tray for V class tech
A4886A I 5G 4M V Class UPS DB9 Cable
A5066A I 5L V Class 240MHz PA8200 CPU w 0X
X0000XX I 5H V2250 CPU Return Credit
A5066AR I 5L Rmkt V Class 240MHz, PA8200 CPU
A5068A I 5L SCSI - 3 Cable, internal disk to
A5073A I 5L V2500 Enterprise Server Solution
A5074A I 5L V2500 Base System Configuration
A5075A I 5K Localized V2500 HW Manual Kit
A5078A I 5L V2500 Memory Controller Board,
A5081A I 5L V2250 Base System Configuration
A5081AN I
A5081AR I 5L Rmkt V2250 Base System Configuration
A5082A I 5L V2500 2GB memory, set of 8 256
A5083A I 5L HP 9000 V2250 Server Upgrade
A5085A I 5L 2GB SCA memory, set of 8 256MB
A5086A I 5L V2500 Base System Configuration
A5199A I 5L 1GB SCA memory, set of 8 128MB
A5489A I 5L V2500 Service Support Processor
A5491A I 5L V2500 440MHz PA8500 Single CPU
A5492A I 5L V2500 440MHz PA8500 Dual CPU B
A5502A I 5L V2500 Single to Dual CPU Board
A5517A I 5L V2500 XXX Xxx Xxxxxxxxxx Xxx,
X0000X I 5L V2500 SCA Base System Configuration
B6044AA I 5L Test Station SW for system con
B6257AA I 3C Hyperfabric Media
B7148AA I 3C V2500 Svc Support Proc. Diagnostic

EXHIBIT AV42
HP SURESTORE E DISK ARRAY MC256 PRODUCTS

A. Products listed on this Exhibit and applicable standard options that are
determined by HP to be available from HP upon acceptance of Reseller's order
earn discounts based on the total shipments by HP in accordance with the
following Discount Schedule(s) when purchased in accordance with the provisions
of this Agreement including all attachments. Custom product and option discounts
are subject to agreement between Reseller and HP prior to each order. All
language versions of products listed on this Exhibit qualify.

B. DISCOUNT

Each product is categorized for discount rate into a "Discount Percentage
Schedule" column as shown in the "Products Subject to Discount" table.

Products categorized in discount column II, which is not reflected on the
following "Discount Percentage Schedule," will receive 0% discount.

_____________________________________________________________________________
DISCOUNT PERCENTAGE SCHEDULE

United States 1

US dollar net

0 - + 33.0
_____________________________________________________________________________

C. SPECIAL TERMS

The following terms are required to take precedence over the indicated
terms contained in the HP Reseller Business Terms and current version of the
applicable Operations Policy Manual (OPM).

1) Add the following to section 6 of HP Reseller Business Terms, Orders and
Delivery, subsection (c) as follows: MC256 Products are classified as Custom
Products that are manufactured to meet Reseller's requirements and, are subject
to a return fee after shipment of up to five percent (5%) of list price if the
return occurs within one hundred twenty (120) days of the shipment date.
Products on this Exhibit receive no return credit after one hundred twenty (120)
days of the shipment date. Prior to any return, Reseller must obtain a Return
Materials Authorization ("RMA") number by calling Reseller's HP customer support
representative.

2) Clarify section 13 of HP Reseller Business Terms, Intellectual Property
Protection, subsection (a) as follows: MC256 Products are not considered Custom
Products for purposes of this section 13 and are included under the Intellectual
Property Protection section and subparagraphs.

3) Add the following to section 4 of OPM, Returns: MC256 Products are
classified as Custom Products that are manufactured to meet end-user customers'
requirements and are not qualified or covered for inventory adjustment programs.

D. ADDITIONAL OBLIGATIONS

Reseller agrees to comply with the following additional obligations with
respect to the products sold under this Agreement.

1) Reseller must identify a central contact for HP business development,
information dissemination and problem resolution. The individual identified may
be an existing HP 9000 and/or HP 3000 contact.

2) Reseller must have at least one (1) sales representative per HP
authorized sales location, capable of representing Products in face-to-face
selling to the customer. The individual identified may be an existing HP 9000
and/or HP 3000 contact.

3) Reseller must have at least one (1) engineer capable of doing
pre-sales support for HP Products, according to the standards defined by HP.

In order to provide and maintain the appropriate HP Product knowledge,
above sales representatives and engineers must attend training as offered and
must be certified according to the criteria and guidelines defined by HP.

4) Reseller will not actively market the MC256 Products identified in
this Exhibit for attachment solely to "System 390 Mainframe" (or compatible)
computer systems, or in end-user environments where the only type of computer
system attached or planned to be attached to the applicable MC256 Product is a
System 390 Mainframe.

5) Reseller may, however, actively market MC256 Products identified in
this Exhibit for attachment to at least one computer system other than a System
390 Mainframe (or compatible) computer system.

6) Reseller may sell only those Products that correspond to the
certifications they have achieved.

7) Reseller must provide detailed end-user information to HP to ensure
appropriate installation and support services.

8) Reseller must notify its end-user customers that HP requires modem
access to Products supplied under this Exhibit, in order to facilitate warranty
and post-warranty support services. If modem access is denied, the associated
warranty will be deemed null and void.

9) Service processors for the Products supplied under this Exhibit may
only be accessed by HP personnel. In the event of access by any other
personnel, the associated warranty will be deemed null and void.

PRODUCTS SUBJECT TO DISCOUNT

PRODUCT NUMBER COLUMN WTY DESCRIPTION
CODE

A5700A I NA
A5701A I 1J
A5702A I 1J
A5072U I 1J
A5703A I 1J
A5703U I 1J
A5704A I 1J
15704U I 1J
A5705A I 1J
A5705U I 1J
A5706A I 1J
A5707A I 1J
A5708A I 1J
A5709A I 1J
A5710A I 1J
A5710U I 1J
A5711A I 1J
A5711U I 1J
A5712A I 1J
A5712U I 1J
A5719A I 1J
A5719U I 1J
A5721L1 I 1J
A5721L2 I 1J
A5721R1 I 1J
A5721R2 I 1J
A5721U I 1J
A5723L1 I 1J
A5723L2 I 1J
A5723R1 I 1J
A5723R2 I 1J
A5723U I 1J
A5731S I 1J
A5731U I 1J
A5732U I 1J
A5733S I 1J
A5733U I 1J
A5740A I 1J
A5740U I 1J
A5745A I 1J
A5745U I 1J
A5746A I 1J
A5746U I 1J
A5750A I 1J
A5751A I 1J
A5752A I 1J
B7905A I NA
B7905AU I NA
B7906A I NA
B7906AU I NA
B7907A I NA
B7907AU I NA
B7908A I NA
B7908AU I NA
B7909A I NA
B7910A I NA
B7911A I NA
B7912A I XX
X0000XX X XX
X0000X XX XX
X0000X I NA
B7914AU I NA
B7915A I NA
B7916A I NA
B7917A I NA

HEWLETT-PACKARD COMPANY

U.S. AGREEMENT FOR AUTHORIZED SOLUTIONS

DIRECT RESELLERS

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