LETTERHEAD]

[LETTERHEAD]

October 6, 1998

IBM APPLICATION FORM
IBM Solution Provider Agreement
IBM Reseller Agreement

Re: Design Automation Systems, Inc.

To Whom It May Concern:

This communication is to serve as a formal cover letter regarding renewing our
legal rights to continue to resell the specific IBM products and services
covered within this new Agreement. We have been a valued reseller of certain IBM
products and services for a number of years. This year IBM is making substantial
changes in the categories and structure of their reseller Channel.

Our goal is to gain ground in this transition and not lose the progress we have
made to date. We have made significant investments in our IBM business
relationship with the intention of them being long-term investments. Design
Automation has strived to maintain the appropriate levels of certification while
generating revenues in excess of expectations. This is a symbiotic relationship
as our firm has benefited from the association.

We believe that we have completed the forms and are submitting the necessary
information to attain the VAE's and Customer Growth classification which we
desire. It is our further understanding that missing documentation can be
submitted at a later date when it is secured as long as it is no later than your
final date. We are sincerely requesting your assistance and guidance through
this new process making us a more formidable IBM Reseller as a result. If you
have any questions, please contact me at 000-000-0000.

Sincerely,

/s/ Xxxx X. Xxxxx

Xxxx X. Xxxxx
Account Executive/Partnering

cc: Xx. Xxxxx Xxxxxx/President, Design Automation Systems, Inc.

[LOGO]

Solution Provider Business Plan (Firms Acquiring IBM Product from
Distributors) The purpose of this document is to provide IBM and the
Distributor from which your firm acquires or will acquire IBM products,
current information that is collected during the Solution Provider
Application Process, and is updated periodically thereafter. This information
will be used to help IBM and your Distributor work with your firm. As this
form is designed to assist your company with the marketing of IBM products,
please complete all questions and be as specific as possible. All questions
must be answered for this document to be meaningful. Attach any additional
information which you deem appropriate and helpful.

DESIGN AUTOMATION SYSTEMS 0019498
----------------------------------- ---------------------------------------
Legal Business Name Business Partner Indentification Number

0000 XXXXXXXX XXXXX, X. 000
XXXXXXX, XX 00000 (000) 000-0000 784-2486
--------------------------------- ------------------------ ------------------
Street, City, State Zip Telephone Number Fax Number

XXXX X. XXXXX ACCOUNT EXECUTIVE/PARTNERING
--------------------------------- ------------------------------------------
Key Executive Contact Title

Solution Provider Profile
How many years have you been in business? 14 Total annual Computer/Computer
Related Revenue? $27M
Last 12 months IBM Revenue? $5M

From how may locations do you sell computers/computer related products? 1
What are the locations and how many miles from each is the majority of your
business based? XXXXXXX XXXXXX XXXXXX
------- ------ ------

------------- ------------- ------------- ------------- -------------
(Attach separate listing it needed)

How many of your personnel are currently, or will be, involved with your
Solution Provider relationship? 20
How many are currently at each of the following skill levels in each of the
following job responsibilities?
( ILLEGIBLE )

Skill Level 4 Skill Level 3 Skill Level 2 Skill Level 1

Sales Representatives 4 2 1
Programmers/Software Developers 2
Service/Support Personnel 2 2 2
Administrative Support 1 3
Demonstration Center Personnel 1
Other __________________________

What percentage (%) of your past twelve (12) months sales have been in the
following market segments?

10 Small Business (Less than 50 employees)?
----
60 Large accounts (over 1000 employees)?
----
10 Government Accounts State and Local (Y/N Y ) Federal (Y/N )
---- ---- ----
Other (Explain)
---- --------------------------------------------------------

20 Medium sized businesses (50 to 1000) employees
---- Consumer / Home

----

What percentage (%) of your Past twelve months sales have been focused on a
specific industry or industries (e.g. health, banking)?
30% in Energy industry; 20% in Telecom industry; % in industry
-- ------ -- ------- -- -----------

From which distributors are you acquiring or proposing to acquire which IBM
products (e.g. Distributor A, AS/400)?

Distributor HALL-MARK. Product All IBM; Distributor . Product ;
--------- ------- -------- ------
Distributor . Product ; Distributor . Product ;
--------- ------- -------- ------

What current relationship(s) do you xxxx with other IT vendors?
Vendor ACCESS GRAPHICS Product SUN Vendor HALL-MARK Product HP
--------------- --- --------- --
Vendor Product
--------------- ---

Software Application / Solution Value Added Enhancement (VAE)

Describe your application or business solution:
---------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

What VAE(s) are you applying for or approved to sell? (VAE(s) should equal that
in SP Application or current contract.)
-----------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SPI30 XXX
XXXX I

Marketing Plans
What are your revenue objectives for the IBM products that your firm markets or
will market in this relationship:

AS/400 AS/400 9401/150
-------- -------------
RS/6000 $2M RS/6000 SP $1.4M
-------- ------------------
STORAGE $1M Networking
------- ------------------
POS Printers
---------- --------------------
PC Products Software $.6M
----- --------------------
Services $1M Support
----- ---------------------
Other (Explain)
----------- -------------------------------------------------

Total IBM Revenue
-------------------------------------------------------------

What is your Marketing Strategy which will enable your firm to achieve your
marketing goals? ("What business are you in?)
PREVIOUSLY SUBMITTED
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Describe or list, your key "go to market" plans to achieve your annual revenue
goals and objectives:
PREVIOUSLY SUBMITTED
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
What assistance do you require to make your annual revenue plan:
From Distributor?
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

From IBM?
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

What are the key education plans for your employees?
-------------------------------------------------------------------------------
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THE ABOVE INFORMATION IS DEEMED TO BE ACCURATE AND PROPERLY REFLECTS OUR FIRM'S
CURRENT MARKETING PLAN FOR THE TWELVE MONTHS BEGINNING __/__/__ WE UNDERSTAND
THIS INFORMATION WILL BE USED BY IBM AND OUR DISTRIBUTOR FOR THE PURPOSES OF
PROVIDING OUR FIRM WITH ASSISTANCE AS REQUIRED DURING THE COURSE OF THE NEXT 12
MONTH PERIOD. THIS INFORMATION WILL BE CONSIDERED PART OF THE APPLICATION
PROCESS AND AS SUCH WILL BE USED IN THE CONTRACT RENEWAL PROCESS BY IBM AND OUR
DISTRIUBTOR.

Xxxx X. Xxxxx Account Executive/partnering
------------------------------------ ---------------------------------------
Signature Title

(000) 000-0000
------------------------------------
Telehone Number

IBM BUSINESS PARTNER AGREEMENT FOR SOLUTION PROVIDERS

1. MARKETING APPROVAL

As our IBM Business Partner-Solution Provider, we approve you under the
terms of this Agreement to market to End User, Products and Services
specified in this Agreement. As our remarketer, you acquire such Products
and Services from an IBM Distributor. When approved as a Solution Provider
under a remarketer relationship, you may also be approved under a
complimentary marketing relationship. If we approve you to market the same
Product and Services under both remarketer and complementary marketing
terms, all transactions will be under remarketer terms. You may unilaterally
elect not to participate under remarketer terms for a specific transaction
or business segment by providing your IBM Distributor-signed IBM Business
Partner Statement of Election. If you meet the requirements of the Marketing
Approval section of the Complementary Marketing Terms Attachment for
Solution Providers, you may participate under those terms.

Certain Products we make available to your IBM Distributor are eligible for
marketing in both Canada and the United States. Your IBM Distributor will
advise you of those Products which are eligible for export between Canada
and the United States.

We may specify the specific industry codes to which you market Products. If
we do so, you agree to comply.

2. DEFINITIONS

END USER is anyone, who is not part of the Enterprise of which you are a
part, who uses Services or acquires Products for its own use and not for
resale.

ENTERPRISE is any legal entity and the subsidiaries it owns by more than
50%.

MACHINE is a machine, its features, conversions, upgrades, elements,
accessories, or any combination of them. The term "Machine" includes an IBM
Machine and any non-IBM Machine (including other equipment) that we approve
you to market.

PRODUCT is a Machine or Program.

PROGRAM is an IBM Program or a non-IBM Program provided under its applicable
license terms that we approve you to market.

SERVICE is the performance of a task, provision of advice and counsel,
assistance, or use of a resource that we approve you to market.

3. VALUE ADDED ENHANCEMENT

For products we specify to your IBM Distributor, you are required to have a
solution which is a value added enhancement, that we approve and specify and
which significantly adds to the Product's function and capability. You agree
to market. Products and Services only with your approved value added
enhancement as part of an integrated solution for End Users. Certain
Products we specify do not require a value added enhancement.

In the event we withdraw approval of your value added enhancement, we also
withdraw your approval as an IBM Business Partner for that value added
enhancement.

We may,at any time, modify the criteria for approval of your value added
enhancement. You are responsible to modify your Value added enhancement to
meet these criteria.

You agree to market Products including processor upgrades requiring a
processor, serial number change only to End Users for whom your value added
enhancement is their primary reason for acquiring the Products. A sale to
an End User without a value added enhancement, when required, is a material
breach of the Agreement.

However, your value added enhancement is not required to be the End User's
primary reason for acquiring upgrades to systems you previously installed
with your enhancement and where your enhancement is still in productive use.
Upgrades include processor upgrades (non-serial number change), peripherals,
and programs.

Unless we specify otherwise in writing, you may market upgrades only to
those End Users where you have installed your value added enhancement, and
who intend on-going use of that value added enhancement.

4. Our Relationship

Each of us agrees that:

1. each of us is responsible for our own expenses regarding fulfillment of
our responsibilities and obligations under the terms of this
Agreement.

2. neither of us will assume or create any obligations on behalf of the
other or make any representations or warranties about the other, other
than those authorized.

3. niether of us will bring a legal action against the other more than two
years after the cause of action arose unless otherwise provided by
local law xxxxxxx the possibility of contractual waiver.

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

5. IBM may change the terms of this Agreement on one month's written
notice. Otherwise, for any other change to be valid, both of us must
agree in writing. Changes are not retroactive. Additional or different
terms in a communication from you are void, and

6. IBM reserves the right to assign, in whole or in part, this
Agreement to any other IBM related company.

5. YOUR RESPONSIBILITIES TO IBM

You agree:

1. to develop a mutually acceptable business plan with us or your IBM
Distributor, as we specify, if we require one. Such plan will document
your marketing plans as they apply to our relationship. IBM or your IBM
Distributor will review the plan, at a minimum, once a year;

2. that, unless precluded by applicable law, if we specify a minimum
annual attainment, one of the requirements for you to retain this
relationship is that you achieve such attainment;

3. to provide us, or our representative, with access to your facilities in
order for us to fulfill our obligations and to review your compliance
with the Agreement;

4. if you acquire Products you are approved to market from your
Distributor for demonstration, development, and evaluation purposes,
to use such Products primarily in support of your Product marketing
activities and to retain such Products for twelve months from the
Date of Installation of the Products, unless specified otherwise for
specific Products by your Distributor. If you acquire Products you
are approved to market from your Distributor for internal use, to use
such Products only within your Business Partner operations. Any value
added enhancement or system integration service otherwise required by
your relationship is not applicable when you acquire Products for
internal use. You must retail such Products for a minimum of twelve
months unless otherwise specified by your Distributor;

5. to comply with all terms regarding Program upgrades;

6. your rights under this Agreement are not property rights and,
therefore, you can not transfer them to anyone else or encumber them
in any way;

7. to maintain the criteria we specified when we approved you;

8. for a Program requiring the End User's signature on the Program's
license agreement, to obtain the signature before providing the
Program to the End User, and return any required documentation to
your IBM Distributor (all other Programs are licensed under the terms
of the agreement provided with them);

9. to retain records of each Product and Service transaction (for example,
a sale, a credit or a warranty claim) for three years and provide us
relevant records on request. We may reproduce and retain copies of these
records;

10. to provide information, including installation reporting, to us or
your IBM Distributor, as we require your Distributor to provide to us;

11. to report to us any suspected Product defects or safety problems, and to
assist us in tracing and locating Products;

12. if during our review of your compliance with your Business Partner
Agreement with us, we find that you have materially breached the
terms of this Agreement, then in addition to IBM's remedies under the
terms of this Agreement, you may be subject to restitution of
discount or other financial penalties under the terms of your
agreement with your IBM Distributor; and

13. to comply with the highest ethical principles in performing under the
Agreement You will not offer or make payments or gifts (monetary or
otherwise) to anyone for the purpose of wrongfully influencing
decisions in favor of IBM, directly or indirectly. IBM may terminate
this Agreement immediately in case of a) a of breach of this clause
or b) when IBM reasonably believes such a breach has occurred.

6. YOUR RESPONSIBILITIES TO END USERS

You agree to:

1. be responsible for customer satisfaction and to participate in
customer satisfaction programs as we determine;

2. refund the amount paid for a Product returned to you because the End
User returned it to you under the terms of its warranty or did not
accept the terms of the license or a money-back guarantee we offer End
Users. You may return such Products to the IBM Distributor from whom you
acquired them for credit;

3. develop a plan agreed to by the End User for installation and post
installation support for the offering you market. For Products and
Services we approve you to market, support includes your being the
primary contact for Product information, technical advice and
operational advice associated with the offering. You may delegate
these support responsibilities for Products and Services and any
other associated products, to another IBM Business Partner who is
approved to market such Products. If you do, you retain customer
satisfaction responsibilities. Alternatively, such support
responsibilities will be provided by IBM if you market the applicable
IBM Services to the End User. If you do, we assume customer
satisfaction responsibilities for such support;

4. provide a dated written record, such as a sales receipt or an invoice,
which specifies the End User's name, the part number or Machine
type/model and serial number, if applicable;

5. inform your End User in writing who the warranty provider is, if
other than yourself, and of any other applicable Warranty
information, as well as any modification you or the IBM Distributor
make to a Product and advise that such modification may void the
warranty;

6. inform your End User that the sales receipt (or other documentation we
may specify, such as Proof of Entitlement if it is will be necessary for
proof of warranty entitlement and for Program upgrades;

7. provide to your End Users the Program Services the IBM Distributor
provides to you; and

8. assist the End User to achieve productive use of your solution and the
Products and Services you marketed.

7. STATUS CHANGE

You agree to give us prompt written notice (unless precluded by law or
regulation) of any substantive change or anticipated change to the
information supplied in your application. Upon notification of such change,
(or in the event of failure to give notice of such change) IBM may, at its
sole discretion, immediately terminate this Agreement.

8. MARKETING FUNDS AND PROMOTIONAL OFFERINGS

We may provide marketing funds and promotional offerings. If we do, you
agree to use them according to our guidelines and to maintain records of
your activities regarding the use of such funds and offerings for three
years. We may withdraw or recover marketing funds and promotional offerings
from you if you breach any terms of the Agreement. Upon notification of
termination of the Agreement, marketing funds and promotional offerings will
no longer be available for use by you, unless we specify otherwise in
writing.

9. PRODUCTION STATUS

Each IBM Machine is manufactured from new parts, or new and used parts. In
some cases, the IBM Machine may not be new and may have been previously
installed. Regardless of the IBM Machine's production status, our
appropriate warranty terms apply. You agree to inform your End User of these
terms, in writing. Warranty information is available from your IBM
Distributor.

10. ISM WARRANTY SERVICE

If we approve you to provide IBM Warranty Service, you agree to do so for
those Products specified and according to the guidelines provided to you.

11. MARKETING of SERVICES

The following are the conditions under which you may market Services, which
your Distributor makes available to you

1. if you marketed a Product to the End User; or

2. regardless of whether you marketed a Product to the End User, you may
market the Services we specify in this Agreement.

You may market Services on eligible non-IBM Products regardless of whether
you marketed a Machine or Program to the End User

MARKETING OF SERVICES FOR A FEE

If you market an IBM Service which is eligible for a fee and which your
IBM Distributor makes available to you, we will pay the fee to your IBM
Distributor. Alternatively, if such IBM Service is not available from
your IBM Distributor, but is available to you from us, we will pay the
fee to you.

In either case we pay the fee when 1) you identify the opportunity and
perform the marketing activities; 2) you provide the order and any
required documents signed by the End User; and 3) A Standard Statement of
Work is used and there are no changes, and no marketing assistance from
us is required.

Additionally, for Services we specify, and which are not available from
your IBM Distributor, we WILL pay you a fee when you provide us a lead
and the following criteria are met; 1) it is submitted on the form we
provide to you; 2) it is for an opportunity which is not known to us; and
3) it results in the End User ordering the Service from us within six
months from the date we receive the lead from you.

We will not pay you the fee if 1) the machine or program is already under
the Applicable Service; 2) we have an agreement with the End User to
place the machine or program under the applicable Service; or 3) the
Service was terminated by the End User within the last six month.

REMARKETING OF SERVICES

We provide terms in an applicable Attachment governing your remarketing of
Services the End User purchases from you and which we perform under the
terms of the IBM Service agreement signed by the End User.

Shrink-wrap Services are performed under the terms of the agreement provided
with them. If the terms of the agreement are not visible on the shrink-wrap
package, you agree to provide (or, if applicable, request your Remarketer to
provide) the Services terms to the End User before such Services are
acquired by the End User.

12. MARKETING OF FINANCING

If we approve you on the signature page of this Agreement, you may market
our Financing Services for Products and Services and any associated
products and services you market to the End User. If you market our
Financing Services we will pay a fee if specified in the Business Partner
Financing Fee Schedule.

We provide Financing Services to End Users under the terms of our
applicable agreements signed by the End User. You agree, that for the
items that will be financed, 1) you WILL promptly provide us, or your
Distributor, as we specify, any required documents including invoices,
with serial numbers, if applicable; 2) the supplier will transfer clear
title to us; and 3) you will not transfer to us any obligations under
your agreements with the End User.

We will make payment for the items to be financed when the End User has
initiated financing and acknowledged acceptance of the items being
financed. Payment WILL be made to you, your Distributor, or the supplier,
as appropriate.

13. EXPORT

You may actively market Products and Services only within the geographic
scope specified in this Agreement. You may not market outside this scope,
and you agree not to use anyone else to do so. If a customer acquires a
Product for export, our responsibilities, if any, under this Agreement no
longer apply to that Product unless the Product's warranty or license
term state otherwise. You agree to use your best efforts to ensure that
your customer complies with all export laws and regulations including
those of the United States and the country specified in the Governing Law
Section of this Agreement, and any laws and regulations of the country in
which the Product is imported or exported. Before your sale of such
Product, you agree to prepare a support plan for it and obtain your
customer's agreement to that plan. Within one month of sale, you agree to
provide us with the customer's name and address, Machine type/model and
serial number, date of sale, and destination country. We exclude these
Products from any of your attainment objectives and qualification for
applicable promotional offerings and marketing funds.

14. LICENSED INTERNAL CODE

Machines ("Specific Machines") containing Licensed Internal Code will be
identified to you by the IBM Distributor. We grant the rightful possessor
of a Specific Machine a license to use the code (or any replacement we
provide) on, or in conjunction with, only the Specific Machine designated
by serial number, for which the code is provided. We license the code to
only one rightful possessor at a time. You agree that you are bound by
the terms of the separate license agreement that is provided to you.

YOUR RESPONSIBILITIES
You agree to inform your customer and record on the sales receipt, that the
Machine you provide is a Specific Machine. The license agreement must be
provided to the customer before the sale is finalized.

15. MACHINE CODE

For certain machines we may provide basic input/output system code,
utilities diagnostics, device drivers, or microcode (collectively called
"Machine Code"). This Machine Code is licensed under the terms of the
agreement provided with it. You agree to ensure the End User is provided
such agreement.

16. TRADEMARKS

We will notify you in written guidelines of the IBM Business Partner
title and emblem which you are authorized to use. You may not modify the
emblem in in any way. You may use our Trademarks (which include the
title, emblem, IBM Trademarks and service marks) only

1. within the geographic scope of this Agreement;

2. in association with Products and Services we approve you to market; and

3. as described in the written guidelines provided to you.

The royalty normally associated with non-exclusive use of the trademarks
will be waived, since the use of this asset is in conjunction with marketing
activities supporting sales of Products and Services. You agree to promptly
modify any advertising or promotional materials that do not comply with our
guidelines. It you receive any complaints about your use of a Trademark, you
agree to promptly notify us. When this Agreement ends, you agree to
promptly stop using our Trademarks. If you do not, you agree to pay any
expenses and fees we incur in getting you to stop.

You agree not to register or use any mark that is confusingly similar to any
of our Trademarks.

Our Trademarks and any goodwill resulting from your use of them, belong to
us.

17. LIABILITY

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

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

Under no circumstances (except as required by law) are we liable for
third-party claims against you for losses or damages or for special,
incidental, or indirect charges, or for any economic consequential damages
(including lost profits or savings even if we are informed of their
possibility.

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

18. Electronic Communications

Each of us may communicate with the other by electronic means, and such
communication is acceptable as a signed writing the extent permissible under
applicable law. Both of us agree that for all electronic communications, an
identification code (called a "user ID") contained in an electronic document
is sufficient to verify the sender's identity and the document's
authenticity.

19. Confidential Information
This section comprises a Supplement to the IBM Agreement for Exchange of
Confidential Information (AECI). "Confidential Information" means:

1. all information IBM marks or otherwise states to be confidential.

2. any of the following prepared or provided by IBM:

A. sales leads,

B. information regarding End Users,

c. unannounced information about Products and Services,

d. business plans, or

e. market intelligence, and

3. any of the following written information you provide to us on our
request and which you xxxx as confidential

a. reporting data,

b. financial data, or

c. the business plan.

All other information exchanged between us is nonconfidential, unless
disclosed under a separate Supplement to the IBM Agreement for Exchange
of Confidential Information.

20. Ending the Agreement

Either of us may terminate this Agreement with or without cause, on three
months' written notice. If, under applicable law a longer period is
mandatory, then the notice period is the minimum notice period allowable.

If we terminate for cause we may, at our discretion, allow you a reasonable
opportunity to cure. If you fail to do so, the date of termination is that
specified in the notice.

However, if either party breaches a material term of the Agreement, the
other party may terminate the Agreement on written notice. Examples of such
breach by you are if you do not maintain customer satisfaction; if you
repudiate this Agreement; or if you make any material misrepresentations to
us. You agree that our only obligation is to provide the notice called for
in this section and we are not liable for any claims or losses if we do so.

If the relationship between you and your named IBM Distributor ends, or the
relationship between IBM and that Distributor ends, and you reapply with a
new IBM Distributor to continue as our Business Partner, you must notify us
within two months of the name of your new IBM Distributor. We will review
your application to acquire Products from this IBM Distributor and advise
the new IBM Distributor when the application is approved.

You agree that if we permit you to perform certain activities after this
Agreement ends, you will do so under the terms of this Agreement.

21. Geographic Scope

All the rights and obligations of both of us are valid only in the United
States and Puerto Rico.

22. Governing Law

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

The "United Nations Convention on the International Sale of Goods" does
not apply.

[LOGO]

APPLICATION FORM

for

IBM SOLUTION PROVIDER AGREEMENT

IBM RESELLER AGREEMENT

(FOR BUSINESS PARTNERS ACQUIRING IBM PRODUCTS FROM DISTRIBUTORS)

IBM SOLUTION PROVIDER / RESELLER APPLICATION
(FOR BUSINESS PARTNERS ACQUIRING IBM PRODUCTS FROM DISTRIBUTORS)

Thank you for your interest in an IBM Business Partner (BP) relationship.
Questions included in this application are designed to ensure that the IBM
Business Partner designation continues to represent commitment to excellence and
superior customer service.

This form is to be used by firms applying for either a Solution Provider or a
Reseller relationship with IBM. An IBM Solution Provider (SP) is a firm with
approval to remarket IBM products which usually require a Value Added
Enhancement (VAE). SPs may also remarket other selected IBM products which do
not require a VAE. An IBM Reseller (RS) is a firm with approval to remarket
selected IBM products which do not have a VAE requirement.

Generally, a VAE is a software solution which, when operational on an end-user
system, provides the primary business justification for the purchase of a
system. In most cases, the VAE product is not owned by IBM. There are also
standardized VAEs for various IBM products. Your Distributor can assist you in
defining your VAE.

APPLICATION INSTRUCTIONS:

- A senior executive who has the responsibility for managing the IBM BP
relationship should complete and sign this application.

- Applicants must complete applicable sections, attaching the requested
documents and supporting information. If additional space is needed to
answer questions on the application, separate pages can be attached.

- Once this application is completed and signed, submit it to your sponsoring
Distributor for endorsement and their submission to IBM.

- Upon our approval of this application, IBM will send applicants an
Agreement for their immediate signature. It is recommended that applicants
review the terms and conditions of the Agreement prior to submitting this
application.

- Applicants requesting approval for IBM products which require a Minimum
Annual Attainment (MAA) or an IBM Certification must attain the revenue
target and meet the Certification requirements annually to remain a BP.
Firms not attaining MAA or Certification requirements will lose their
authorization to remarket IBM systems products, and must wait twelve (12)
months from termination to re-apply to become a SP or RS. "Firm" in this
regard includes all your company's executives, owners or directors who have
had or have been involved in an IBM BP relationship.

APPLICATION CRITERIA:

To be eligible for the IBM Business Partner program, a firm must meet the
following criteria: (Refer to Matrix)

- For approval to remarket products which require a VAE, the firm must have a
VAE which complies with IBM's requirements and is Year 2000 Ready (Y2K)

- Firms applying to remarket one or more Group 1 products must xxxx a minimum
of ten (10) full-time (W-2) employees and at least $500,000 in prior year
revenues.

- Firms applying to remarket Group 2 or Group 3 products must have a minimum
of three (3) full-time (W-2) employees. Currently approved Group 2 or Group
3 SPs requesting new Group 1 products and/or VAEs must meet current Group 1
Selection Criteria: e.g., 10 employees. $500,000 in prior year revenue, in
order to be considered for the Group 1 product/VAE approval.

- Demonstrate an ability to meet IBM's MAA requirements.

- Meet required IBM product family-specific Certification or education
requirements within six months of approval.

- Demonstrate a history of excellent customer service and support by
submitting a minimum of two customer references per VAE or product family
(or for similar competitive products), which must be written by the
customer on their letterhead stationary and include the following:

- a specific name of the VAE or product sold and installed by your
firm;

- a statement that the VAE or product is currently in use and the brand
name of the system on which it is installed;

- a statement of the level of customer satisfaction with the performance
of the VAE or product and the support and service provided by your
firm; and

- the customer signature title and telephone number.

Sponsoring Distributor: HALL-MARK COMPUTER PRODUCTS
---------------------------------
Applicant Firm: DESIGN AUTOMATION SYSTEMS,INC
-----------------------------------------
Page 2

IBM SOLUTION PROVIDER / RESELLER APPLICATION

SELECTION CRITERIA & MAA MATRIX
(for Business Partners Acquiring IBM Products From Distributors)

Applicants should refer to this matrix to match their qualifications with the
appropriate relationship. This is page 1 of 2.
Finds may not apply for a "Netfinity Only" relationship if they already have an
IBM BP relationship to remarket IBM Personal Computers.

---------------------------------------------------------------------------------------------------------------------------------
Group 1 Group 2
-------------------------------------------- ---------------------------------------------
RS/6000 Netfinity S7390 9401-150 POS Storage Network
CRITERIA AS/400 RS/6000 SP (only) including 9406-170 (only) (only) Integration
R & P 390 (only) (only)
----------------------------------------------------------------------------------------------------------------------------------

Type of Agreement SP SP Reseller SP SP SP Reseller Reseller

----------------------------------------------------------------------------------------------------------------------------------
VAE required(1) yes yes yes(1) yes no - 150 yes no(1) no
yes - 170

----------------------------------------------------------------------------------------------------------------------------------
Number of employees 10 10 10 10 3 3 3 3

----------------------------------------------------------------------------------------------------------------------------------
Prior 12 months minimum revenue $500,000 $500,000 $500,000 $500,000 n/a n/a n/a n/a

----------------------------------------------------------------------------------------------------------------------------------
Two (2) references required per VAE, VAE VAE like VAE like like like like
product, of service. Type required. product product product product product

----------------------------------------------------------------------------------------------------------------------------------
IBM Certification of product-specific Cert. Cert. n/a Product Cert. Product Product n/a
training & education classes required specific specific specific

----------------------------------------------------------------------------------------------------------------------------------
Overall Minimum Annual Attainment
- Year 1 MAA $50,000 $50,000 $50,000 $250,000 $50,000(1) waived $50,000 n/a
- Subsequent years MAA $100,000 $100,000 $100,000 $250,000 $50,000(150) $50,000 $100,000
(NOTE: THE S7390 MAA IS EXCLUSIVE OF $100,000(170)
OTHER PRODUCTS)
----------------------------------------------------------------------------------------------------------------------------------

(1) VAE IS REQUIRED FOR SELECTION & APPROVAL; BUT IS NOT REQUIRED FOR SALE TO
END USER CUSTOMERS.
(2) THE MAA FOR THE MODEL 150 IS WAIVED DURING THE FIRST MAA PERIOD.
(3) 3590 - CIX REQUIRES A VAE; USES SP AGREEMENT.

Firms approved for multiple product families may attain the overall MAA
listed above in any nine of the products, except the S/390 product family
which must be attained independently. The MAA requirements as shown above are
in U.S. dollars. As announced on July 28, 1998, (announcement 598-835) there
is a MAA conversion factor to be used for Canadian business.

Page 3

IBM SOLUTION PROVIDER / RESELLER APPLICATION

SELECTION CRITERIA & MAA MATRIX
(for Business Partners Acquiring IBM Products From Distributors)

Page 2 of 2

---------------------------------------------------------------------------------------------
Group 3 - IBM GLOBAL SERVICES
-----------------------------------------------------
CRITERIA Project Support Network Professional
Services (PSS) Services (NS) Services (PS)
---------------------------------------------------------------------------------------------

Type of Agreement SP SP SP

---------------------------------------------------------------------------------------------
VAE required(1) No Yes, except for No
Internet/Intranet
---------------------------------------------------------------------------------------------
Number of employees 3 3 3

---------------------------------------------------------------------------------------------
Prior 12 months minimum revenue n/a n/a n/a

---------------------------------------------------------------------------------------------
Two (2) references required per VAE, Like Like Like
product, of service. Type required. Service Service(1) Service(1)

---------------------------------------------------------------------------------------------
IBM Certification of product-specific n/a Service-Specific Service-Specific
training & education classes required Training(1) Training(1)

---------------------------------------------------------------------------------------------
Overall Minimum Annual Attainment
- Year 1 MAA $50,000 Waived for Year 1 $50,000(2)
- Subsequent years MAA $100,000 $50,000 $50,000(2)
---------------------------------------------------------------------------------------------

(1) REQUIREMENT SATISFIED BY EITHER TWO REFERENCES FOR THE SERVICE OR SERVICE-
SPECIFIC TRAINING, AS DETERMINED BY MAA.
(2) FOR GREAT PLAINS & IBM HOSTING SERVICES, THE MAA IS THE SALE OF 15 NET
SEATS (END USER DESKTOPS) IN THE FIRST YEAR AND 20 NET SEATS ON SUBSEQUENT
YEARS.

Page 4

IBM SOLUTION PROVIDER / RESELLER APPLICATION

1. Type of application (check all which apply)

___ New Applicant ___ Reapply for BP Relationship
___ Additional VAE ___ Additional IBM Product
___ Change of Company Name ___ Change of Address/Telephone/Fax
___ Change in Company Structure ___ Change of Contact Name
___ Change of Distributor ___ Change of Executive(s)
_X_ Change to VAE ___ Notice of Company Withdrawl as BP

2. Application is for an IBM BP relationship for the following IBM products:
(check all which apply)

Group 1 product family: Group 2 product family: Group 3 product family:
----------------------- ----------------------- -----------------------------

_X_ AS/400 ___ AS/000 0000-000 ___ Product Support Services
_X_ RS/6000 ___ AS/000 0000-000 ___ Network Services
_X_ RS/6000 SP ___ Networking ___ Professional Services
___ Netfinity only** ___ Point of Sale (POS)
___ S/390 ___ Storage (specify category:___________________________________)
___ R/390; P/390 Comments:__________________________________________________________

*Not including AS/400 Entry models 9401-150 & 9406-170; check either or both
of those separately, if desired
**Firms approved for other products (except Storage only) are automatically
approved for Netfinity. too

3. For the requested IBM products, what is your 12 month forecast for sales
(in K for thousands): $4M
----

4. For products related to this application, who manufactures the hardware
products you most often recommend?
1st: IBM 2nd: SUN
------------------- -----------------------

COMPANY INFORMATION

5. Company (Legal) Name: Design Automation Systems, Inc.
------------------------------------------------------
------------------------------------------------------
Street Address (No. P.O. Box): 3200 Wilcrest, Suite 370
---------------------------------------------
City: Houston State: TX Zip: 77042 Country: USA
------- -- ----- ---
Telephone: (000) 000-0000 Fax: (000) 000-0000
-------------- --------------
Date Established: (MM/YY) Web site: XXX.XX.XXX
------------- -----------------
Contact Name: Xxxx X. Xxxxx
-------------------------------
Contact Title: Account Executive/Partnering
------------------------------
Contact E-mail: xxxxx @xx.xxx
-----------------------------
For the following, check those which apply

- Is this company a minority-owned business? ____

- Is this company a woman-owned business? ____

- Does this company have Federal 8A status? ____
If so, are you certified? ____

6. Number of full-time (W-2) employees: Total: 34
----
Sales Reps: 10 Tech Reps: 8 Services Reps: 3 Other: 13
---- --- --- ----
7. Company's prior year annual sales (in K
for thousands). Total: $3,600K (for IBM)
-------
Hardware: $2,800 K Software: $400 K Services: $400 K Other: $
-------- ------ ------ ------

Page 5

IBM SOLUTION PROVIDER / RESELLER APPLICATION

CURRENT SP APPLYING FOR ADDITIONAL VAE APPROVAL MAY SKIP TO QUESTION 13.
CURRENT RS OR GROUP 3 SP APPLYING FOR ADDITIONAL PRODUCT(S) MAY SKIP TO THE
APPLICANT CHECKLIST.

8. Is this company a subsidiary of another company, a parent or holding?
Y or N _N_ If Yes, state relationship and name of the other company.

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

9. Is this company currently an IBM Business Partner or was an IBM Business
Partner within the last 12 months in the U.S. or Canada? (Y or N) _Y_ If
yes, please answer the following questions:

(a) Which IBM Business Partner program(s)? Solution Provider
-------------------------------

(b) IBM Branch Office (city, state, country), contact and telephone number
and ASPID # (if known)? Houston, TX
----------------------------------------------

(c) Why are you changing to this program?
Re-applying for VAES per requiremnts of IBM.
----------------------------------------------------------------------

(d) If applicable, who,is your current sponsoring Distributor and what is
the effective date of your IBM Agreement?
Hall-Mark Computer Products 5-2-97
----------------------------------------------------------------------

10. (a) List the names of the owner(s). CEO and President of the firm and their
previous employer:
Owner(s): Xxxx Xxxx
--------------------------------------------------------------
--------------------------------------------------------------
CEO: Xxxx Xxxx
--------------------------------------------------------------
President: Xxxxx Xxxxxx
--------------------------------------------------------------

(b) If the person(s) responsible for the IBM BP relationship is not listed
above, what is their name, title and previous employer?

Xxxx X. Xxxxx, Account Executive/Partnering
---------------------------------------------------------------------------
Previous Employer - XX Xxxxx
---------------------------------------------------------------------------

11. (a) Are any owner(s), CEO, President, Vice Presidents, Directors or higher
level, executives currently employed by or have been employed by another
company with an IBM Business Partner relationship? (Y or N) _N_
If Yes, provide name and other/former employer(s).
------------------------
---------------------------------------------------------------------------

(b) Have any owner(s), CEO, President, Vice Presidents, Directors or
higher level executives ever been involved in a legal dispute, with IBM?
(Y or N) _N_ If Yes, describe the dispute, identify the individuals
involved, and provide approximate dates.
-----------------------------------
---------------------------------------------------------------------------

12. Is this company in the computer equipment leasing or brokerage business, or
affiliated with one that is? (Y or N) _N_ If Yes, describe:
----------------
---------------------------------------------------------------------------

NEW APPLICANTS FOR THE RS OR SP GROUP 3 RELATIONSHIP: I.E., NO VAE, MAY SKIP
QUESTIONS 13 THROUGH 17

Page 6

QUESTIONS 13 THROUGH 17 SHOULD BE COMPLETED INDIVIDUALLY FOR EACH REQUESTED VAE.
MAKE ADDITIONAL COPIES OF THIS PAGE IF NEEDED.

THIS IS VAE PAGE: 1 OF 10
---- ----

13. (a) Enter the VAE Name: E-BUSINESS ELECTRONIC COMMERCE SOLUTIONS
----------------------------------------

(b) Check the VAE Category type:

Application Technology Customer Growth* Public Sector*
X
--- --- --- ---

*Candidates for these categories must complete the Sales Location
Addendum. See Applicant Checklist for details.

(d) In what Industry is the VAE typically sold? (e.g. health,
manufacturing, cross industry): Cross Industry
--------------

(e) What is IBM two digit industry code(s) of the customer set who buys
this VAE?
--------------------------------------------------------

14. Typical solution price, and the percentage breakdown among hardware,
software, and services:

Total (in $K): $120 Hardware: 40% Software: 20% Services: 40%
---- --- --- ---

15. (a) Does the VAE solution include software?

(Y or N) Y If No, go to question #17.
---

(b) Does the VAE solution include just IBM software?

(Y or N) Y If Yes, go to question #17.
---

(d) If No, have you obtained marketing rights for the software?

(Y or N)
---
("Marketing rights" as it applies to the Business Partner contracts
and VAE statements means the remarketer firm must have a valid,
existing agreement with the software owner to remarket, deliver,
install, bill the end user customer, and support the software
solution.)

(e) Name of the software owner
------------------------------

16. For a custom (non-IBM standard) VAE solution, please provide the following
additonal information:

(a) IBM Platform(s) on which VAE runs: e.g., AS/400 Entry:
---------------

(b) Is this VAE ported to IBM Platform? (Y or N)
---

(c) List the minimum set of base or core modules which will always be
installed. (For example, the minimum set of modules in a physicians
management system might include: patient scheduling, patent history,
physician scheduling, insurance billing, and accounts receivable.)

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

17. IBM requires for approval of your VAE that each of your products and
deliverables resulting from your services, forming a part of the VAE be
Year 2000 Ready. A product or deliverable resulting from services is "Year
2000 Ready" if, when used in accordance with its associated documentation,
it is capable of correctly processing, providing and/or receiving date data
within and between the twentieth and twenty-first centuries, provided that
all products (for example. hardware, software and firmware) are used with
the product or deliverable properly exchange accurate date data with it.

Are each of your products and deliverables forming a part of your VAE Year
2000 Ready? (Y or N) Y
---

Page 7

QUESTIONS 13 THROUGH 17 SHOULD BE COMPLETED INDIVIDUALLY FOR EACH REQUESTED VAE.
MAKE ADDITIONAL COPIES OF THIS PAGE IF NEEDED.

THIS IS VAE PAGE: 2 OF 10
---- ----

13. (a) Enter the VAE Name: SERVER CONSOLIDATION
--------------------

(b) Check the VAE Category type:

Application Technology Customer Growth* Public Sector*
X
--- --- --- ---

*Candidates for these categories must complete the Sales Location
Addendum. See Applicant Checklist for details.

(d) In what Industry is the VAE typically sold? (e.g. health,
manufacturing, cross industry): Cross Industry
--------------

(e) What is IBM two digit industry code(s) of the customer set who buys
this VAE?
--------------------------------------------------------

14. Typical solution price, and the percentage breakdown among hardware,
software, and services:

Total (in $K): $120 Hardware: 60% Software: 30% Services: 30%
---- --- --- ---

15. (a) Does the VAE solution include software?

(Y or N) Y If No, go to question #17.
---

(b) Does the VAE solution include just IBM software?

(Y or N) Y If Yes, go to question #17.
---

(d) If No, have you obtained marketing rights for the software?

(e) Name of the software owner
------------------------------

16. For a custom (non-IBM standard) VAE solution, please provide the following
additonal information:

(a) IBM Platform(s) on which VAE runs: e.g., AS/400 Entry:
---------------

(b) Is this VAE ported to IBM Platform? (Y or N)
---

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

Are each of your products and deliverables forming a part of your VAE Year
2000 Ready? (Y or N) Y
---

Page 8

QUESTIONS 13 THROUGH 17 SHOULD BE COMPLETED INDIVIDUALLY FOR EACH REQUESTED VAE.
MAKE ADDITIONAL COPIES OF THIS PAGE IF NEEDED.

THIS IS VAE PAGE: 3 OF 10
---- ----

13. (a) Enter the VAE Name: BUSINESS INTELLIGENCE
---------------------

(b) Check the VAE Category type:

Application Technology Customer Growth* Public Sector*
X
--- --- --- ---

*Candidates for these categories must complete the Sales Location
Addendum. See Applicant Checklist for details.

(d) In what Industry is the VAE typically sold? (e.g. health,
manufacturing, cross industry): Cross Industry
--------------

(e) What is IBM two digit industry code(s) of the customer set who buys
this VAE?
--------------------------------------------------------

14. Typical solution price, and the percentage breakdown among hardware,
software, and services:

Total (in $K): $120K Hardware: 40% Software: 20% Services: 40%
----- --- --- ---

15. (a) Does the VAE solution include software?

(Y or N) Y If No, go to question #17.
---

(b) Does the VAE solution include just IBM software?

(Y or N) Y If Yes, go to question #17.
---

(d) If No, have you obtained marketing rights for the software?

(e) Name of the software owner
------------------------------

16. For a custom (non-IBM standard) VAE solution, please provide the following
additonal information:

(a) IBM Platform(s) on which VAE runs: e.g., AS/400 Entry:
---------------

(b) Is this VAE ported to IBM Platform? (Y or N)
---

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

Are each of your products and deliverables forming a part of your VAE Year
2000 Ready? (Y or N) Y
---

Page 9

QUESTIONS 13 THROUGH 17 SHOULD BE COMPLETED INDIVIDUALLY FOR EACH REQUESTED VAE.
MAKE ADDITIONAL COPIES OF THIS PAGE IF NEEDED.

THIS IS VAE PAGE: 4 OF 10
---- ----

13. (a) Enter the VAE Name: E-BUSINESS WEB APPLICATION SERVER SOLUTIONS
-------------------------------------------

(b) Check the VAE Category type:

Application Technology Customer Growth* Public Sector*
X
--- --- --- ---

*Candidates for these categories must complete the Sales Location
Addendum. See Applicant Checklist for details.

(d) In what Industry is the VAE typically sold? (e.g. health,
manufacturing, cross industry): Cross Industry
--------------

(e) What is IBM two digit industry code(s) of the customer set who buys
this VAE? Cross Industry
--------------------------------------------------------

14. Typical solution price, and the percentage breakdown among hardware,
software, and services:

Total (in $K): $120 Hardware: 40% Software: 20% Services: 40%
---- --- --- ---

15. (a) Does the VAE solution include software?

(Y or N) Y If No, go to question #17.
---

(b) Does the VAE solution include just IBM software?

(Y or N) Y If Yes, go to question #17.
---

(d) If No, have you obtained marketing rights for the software?

(e) Name of the software owner
------------------------------

16. For a custom (non-IBM standard) VAE solution, please provide the following
additonal information:

(a) IBM Platform(s) on which VAE runs: e.g., AS/400 Entry:
---------------

(b) Is this VAE ported to IBM Platform? (Y or N)
---

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

Are each of your products and deliverables forming a part of your VAE Year
2000 Ready? (Y or N) Y
---

Page 10

IBM SOLUTION PROVIDER / RESELLER APPLICATION

QUESTIONS 13 THROUGH 17 SHOULD BE COMPLETED INDIVIDUALLY FOR EACH REQUESTED VAE.
MAKE ADDITIONAL COPIES OF THIS PAGE IF NEEDED.

THIS IS VAE PAGE: 5 OF 10
---- ----

13. (a) Enter the VAE Name: HIGH AVAILABILITY
-----------------

(b) Check the VAE Category type:

Application Technology Customer Growth* Public Sector*
X
--- --- --- ---

*Candidates for these categories must complete the Sales Location
Addendum. See Applicant Checklist for details.

(d) In what Industry is the VAE typically sold? (e.g. health,
manufacturing, cross industry): CROSS INDUSTRY
--------------

(e) What is IBM two digit industry code(s) of the customer set who buys
this VAE?
--------------------------------------------------------

14. Typical solution price, and the percentage breakdown among hardware,
software, and services:

Total (in $K): $120 Hardware: 40% Software: 20% Services: 40%
---- --- --- ---

15. (a) Does the VAE solution include software?

(Y or N) Y If No, go to question #17.
---

(b) Does the VAE solution include just IBM software?

(Y or N) Y If Yes, go to question #17.
---

(d) If No, have you obtained marketing rights for the software?

(e) Name of the software owner
------------------------------

16. For a custom (non-IBM standard) VAE solution, please provide the following
additonal information:

(a) IBM Platform(s) on which VAE runs: e.g., AS/400 Entry:
---------------

(b) Is this VAE ported to IBM Platform? (Y or N)
---

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

Are each of your products and deliverables forming a part of your VAE Year
2000 Ready? (Y or N) Y
---

Page 11

QUESTIONS 13 THROUGH 17 SHOULD BE COMPLETED INDIVUALLY FOR EACH REQUESTED VAE.
MAKE ADDITIONAL COPIES OF THIS PAGE IF NEEDED.

THIS IS VAE PAGE #: 6 OF 10
--- ---

13. (a) Enter the VAE Name: STORAGE AVAILABILITY
--------------------

(b) Check the VAE Category type:

Application X Technology Customer Growth* Public Sector*
--- --- --- ---

* Candidates for these categories must complete the Sales Location
Addendum. See Applicant Checklist for details.

If Yes, what Is the IBM VAE Number? T008
--------

(d) In what industry is the VAE typically sold? (e.g. health,
manufacturing, cross industry): CROSS INDUSTRY
---------------------

(e) What is the IBM two digit industry code(s) of the customer set who
buys this VAE?
------------------------------------------------------

14. Typical solution price, and the percentage breakdown among hardware,
software, and services:

Total (in $K): $100K Hardware: 40% Software: 20% Services: 40%
----- --- --- ---

15. (a) Does the VAE solution include software? (Y or N) Y
---

If No go to question #17.

(b) Does the VAE solution include just IBM software? (Y or N) Y
---

If Yes, go to question #17.

(d) If No, have you obtained marketing rights for the software?

(Y or N)
---

("Marketing rights" as it applies to the Business Partner contracts
and VAE statements means the remarketer firm must have a valid,
existing agreement with the software owner to remarket, deliver,
install, bill the end user customer, and support the software
solution.)

(e) Name of the software owner

16. For a custom (non-IBM standard) VAE solution, please provide the following
additional information:

(a) IBM Platform(s) on which VAE runs: eg., AS/400 Entry:
----------------

(b) Is this VAE ported to IBM Platform? (Y or N)
---

(c) List the minimum set of base or core modules which will always be
installed. (For example, the minimum set of modules in a physicians
management system might include: patent scheduling, patient history,
physician scheduling, insurance billing, and accounts receivable.)

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

17. IBM requires for approval of your VAE that each of your products and
deliverables resulting from your services, forming a part of the VAE, be
Year 2000 Ready. A product or deliverable resulting from services is "Year
2000 Ready" if, when used in accordance with its associated documentation,
it is capable of correctly processing, providing and/or receiving date data
within and between the twentieth and twenty-first centuries, provided that
all products (for example, hardware, software and firmware) are used with
the product or deliverable properly exchange accurate date data with it.

Are each of your products and deliverables forming a part of your VAE Year
2000 Ready? (Y or N) Y
---

Page 12

QUESTIONS 13 THROUGH 17 SHOULD BE COMPLETED INDIVIDUALLY FOR EACH REQUESTED VAE.
MAKE ADDITIONAL COPIES OF THIS PAGE IF NEEDED.

THIS IS VAE PAGE #: 7 of 10
--- ---

13 (a) Enter the VAE Name. IBM SYSTEM MIGRATIONS & UPGRADE
-------------------------------

(b) Check the VAE Category type.

Application Technology X Customer Growth* Public Sector*
--- --- --- ---

*Candidates for these categories must complete the Sales Location
Addendum. See Applicant Checklist for details.

If Yes, what is the IBM VAE Number? GOO1
--------

(d) In what industry is the VAE typically sold? (e.g. health,
manufacturing, cross industry) CROSS INDUSTRY
--------------

(e) What is the IBM two digit industry code(s) of the customer set who
buys this VAE?
------------------------------------------------------

14. Typical solution price, and the percentage breakdown among hardware,
software, and services.

Total (in $K) $120 Hardware: 60% Software: 20% Services: 20%
----- --- --- ---

15. (a) Does the VAE solution include software? (Y or N) Y
---

If No, go to question #17

(b) Does the VAE solution include just IBM Software? (Y or N) Y
---

If Yes, go to question #17

(d) If No, have you obtained marketing rights for the software?

(Y or N)
---

(e) Name of the software owner:
------------------------------------------

16. For a custom (non-IBM standard) VAE solution, please provide the following
additional information:

a) IBM Platform(s), on which VAE runs: e. g. AS/400 Entry
--------------

b) Is this VAE ported to IBM Platform (Y or N)
---

c) List the minimum set of base or core modules which will always be
installed. For example, the minimum set of modules in a physicians
management system might include: patient scheduling, patient history,
physicians scheduling, insurance billing, and accounts receivable)

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

17. IBM requires for approval of your VAE that each of your products and
deliverables resulting from your services, forming a part of the VAE, be
Year 2000 Ready. A product or deliverable resulting from services is "Year
2000 Ready" if, when used in accordance with its associated documentation,
it is capable of correctly processing, providing and/or receiving date data
within and between the twentieth and twenty-first centuries, provided that
all products (for example, hardware, software, and firmware) are used with
the product or deliverable properly exchange accurate date data with it.

Are each of your products and deliverables forming a part of your VAE Year
2000 Ready? (Y or N) Y
---

Page 13

QUESTIONS 13 THROUGH 17 SHOULD BE COMPLETED INDIVIDUALLY FOR EACH REQUESTED VAE.
MAKE ADDITIONAL COPIES OF THIS PAGE IF NEEDED.

THIS IS VAE PAGE #: 8 of 10
--- ---

13. (a) Enter the VAE Name: COMPETITIVE SYSTEM CONVERSION
-----------------------------

(b) Check the VAE Category type:

Application X Technology Growth* Public Sector
--- --- --- ---

* Candidates for these categories must complete the Sales Location
Addendum. See Applicant Checklist for details.

If Yes. what is the IBM VAE Number? G002
--------

(d) In what industry is the VAE typically sold? (e.g. health,
manufacturing, cross industry). CROSS INDUSTRY
-------------------------

(e) What is the IBM two digit industry code(s) of the customer set who
buys this VAE?
-------------------------------------------------------

14. Typical solution price, and the percentage breakdown among hardware,
software, and services:

Total(in $K): $140 Hardware: 50% Software: 20% Services: 30%
---- --- --- ---

15. (a) Does the VAE solution include software? (Y or N) Y
---

If No, go to question #17.

(b) Does the VAE solution include just IBM software? (Y or N) Y
---

If Yes, go to question #17.

(d) If No, have you obtained marketing rights for the software?

(Y or N)
---

(e) Name of the software owner:
-------------------------------------------

16. For a custom (non-IBM standard) VAE solution, please provide the following
additional information:

(a) IBM Platform(s) on which VAE runs. e.g., AS/400 Entry:
----------------

(b) Is this VAE ported to IBM Platform? (Y or N)
---

(c) List the minimum set of base or core modules which will always be
installed. For example, the minimum set of modules in a physicians
management system might include: patient scheduling, patient history,
physician scheduling, insurance billing, and accounts receivable):

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

Are each of your products and deliverables forming a part of your VAE Year
2000 Ready? (Y or N) Y
---

Page 14

QUESTIONS 13 THROUGH 17 SHOULD BE COMPLETED INDIVIDUALLY FOR EACH REQUESTED VAE.
MAKE ADDITIONAL COPIES OF THIS PAGE IF NEEDED.

THIS IS VAE PAGE #: 9 of 10
--- ---

13. (a) Enter the VAE Name. NEW CUSTOMER
------------

(b) Check the VAE Category type:

Application Technology X Customer Growth* Public Sector*
--- --- --- ---

* Candidates for these categories must complete the Sales Location
Addendum, See Applicant Checklist for details.

If Yes, what is the IBM VAE Number? G003
--------

(d) In what industry is the VAE typically sold? (e.g. health,
manufacturing, cross industry): CROSS INDUSTRY
-------------------

(e) What is the IBM two digit industry code(s) of the customer set who
buys this VAE?
-------------------------------------------------------

14. Typical solution price, and the percentage breakdown among hardware,
software, and services:

Total(in $K): $140 Hardware: 50% Software: 20% Services: 30%
---- --- --- ---

15. (a) Does the VAE solution include software? (Y or N) Y
---

If No, go to question #17.

(b) Does the VAE solution include just IBM software? (Y or N) Y
---

If Yes, go to question #17.

(d) If No, have you obtained marketing rights for the software?

(Y or N)
---

(e) Name of the software owner:
-------------------------------------------

16. For a custom (non-IBM standard) VAE solution, please provide the following
additional information:

(a) IBM Platform(s) on which VAE runs, e.g., AS/400 Entry:
----------------

(b) Is this VAE ported to IBM Platform? (Y or N)
---

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

17. IBM requires for approval of your VAE that each of your products and
deliverables resulting from your services, forming a part of the VAE, be
Year 2000 Ready. A product or deliverable resulting from services is "Year
2000 Ready" if, when used in accordance with its associated documentation,
it is capable of correctly processing, providing and/or receiving date data
within and between the twentieth and twenty-first centuries, provided that
all products (for example, hardware, software, and firmware) are used with
the product or deliverable properly exchange accurate date data with it.

Are each of your products and deliverables forming a part of your VAE Year
2000 Ready? (Y or N) Y
---

Page 15

QUESTIONS 13 THROUGH 17 SHOULD BE COMPLETED INDIVIDUALLY FOR EACH REQUESTED VAE.
MAKE ADDITIONAL COPIES OF THIS PAGE IF NEEDED.

THIS IS VAE PAGE #: 10 OF 10
--- ---

13. (a) Enter the VAE Name: SOLUTION DEVELOPMENT
--------------------

(b) Check the VAE Category type:

Application Technology X Customer Growth* Public Sector*
--- --- --- ---

Candidates for these categories must complete the Sales Location
Addendum. See Applicant Checklist for details.

If Yes, what Is the IBM VAE Number? G004
--------

(d) In what industry is the VAE typically sold? (e.g. health,
manufacturing, cross industry): CROSS INDUSTRY
--------------

(e) What is the IBM two digit Industry code(s) of the customer set who
buys this VAE?
-------------------------------------------------------

14. Typical solution price, and the percentage breakdown among hardware,
software, and services:

Total(in $K): $140 Hardware: 50% Software: 20% Services: 30%
---- --- --- ---

15. (a) Does the VAE solution include software? (Y or N) Y
---

If No, go to question #17.

(b) Does the VAE solution include just IBM software? (Y or N) Y
---
If Yes, go to question #17.

(d) If No, have you obtained marketing rights for the software?

(Y or N)
---

(e) Name of the software owner:
-------------------------------------------

16. For a custom (non-IBM standard) VAE solution, please provide the following
additional information:

(a) IBM Platform(s) on which VAE runs, e.g., AS/400 Entry:
----------------

(b) Is this VAE ported to IBM Platform? (Y or N)
---

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

Are each of your products and deliverables forming a part of your VAE Year
2000 Ready? (Y or N) Y
---

Page 16

APPLICANT CHECKLIST: Please be sure to send the following supporting documents,
as applicable, with your completed application to your sponsoring Distributor.

*N/A FOR GROUP 1 APPLICANTS, A COPY OF RELEVANT PAGES FROM FINANCIAL
--- STATEMENT OR TAX FORM, OR A LETTER FROM YOUR CPA CONFIRMING AT LEAST
$500,000 IN REVENUE DURING THE PRIOR 12 MONTHS

X TWO CUSTOMER REFERENCE LETTERS PER VAE, PRODUCT, OR SERVICE
---

*N/A BROCHURE OR MARKETING COLLATERAL USED TO MARKET EACH VAE
---

*N/A PRODUCT EXPERIENCE PROFILES OF TECHNICAL PERSONNEL WHO WILL SUPPORT
--- THIS VAE OR PRODUCT

**N/A SOLUTION PROVIDER BUSINESS PLAN SHOWING ABILITY TO MEET MAA AND
--- CERTIFICATION (OR EDUCATION) REQUIREMENTS

X IF YOU HAVE MULTIPLE BUSINESS LOCATIONS (defined as an office with a
--- minimum of one full time sales employee and one full time technical
employee, and a telephone number in the name of the business),
PLEASE LIST THEM ON AN ATTACHMENT (ADDRESS, CITY, STATE, ZIP,
TELEPHONE)

X IF YOU ARE APPLYING FOR EITHER A "CUSTOMER GROWTH" OR A "PUBLIC
--- SECTOR" VAE APPROVAL, THE SALES LOCATION ADDENDUM MUST BE COMPLETED
AND ATTACHED FOR EACH LOCATION FOR WHICH YOU WANT APPROVAL

* On file previously submitted.
** See attached.

The statements provided in this application are accurate to the best of my
knowledge. I understand and agree to the following:

If selected for program participation, inaccurate information may be
grounds for IBM to terminate my Solution Provider or Reseller relationship.

IBM or the Distributor may contact any person or institution identified in
this application for the purpose of verifying the information.

The VAE(s) contained in this application are currently operative on or with
IBM platforms and are Y2K Ready.

I may not sell the same IBM product family in another IBM Business Partner
relationship except IBM Sales AGENT. Therefore, if my application is
approved, I hereby terminate my current IBM Business Partner relationship
for this IBM product family.

Once a BP is approved under a Distributor's sponsorship, the SP may request
to change Distributors for any given product family by giving notice ONLY
WITHIN TWO MONTHS of the anniversary date of the BP/Reseller Agreement.
IBM's approval of the move is contingent upon the BP meeting its MAA
objective. To request a sponsorship change, a BP will be required, in
conjunction with the newly selected Distributor, to submit a new Solutions
Provider/Reseller Application indicating a desire to change. Also. the BP
must inform its current Distributor of the intention to move.

If currently under contract with IBM in another Business Partner
relationship, I understand that my current Profile may be modified to
include the IBM products requested in this application and that the terms
and conditions of my current contract will apply, in addition to the
applicable Minimum Annual Attainment, if appropriate.

If I am currently an authorized IBM Business Partner, the following
activities must be performed prior to approval of this application:

A) All IBM accounts receivable must be current.

B) All uninstalled equipment must be installed.

C) All open, unshipped, backlog must be canceled or transferred.

D) If a change in Distributor is requested, my current Distributor
has been informed in writing of my intention to change.

Applicant Firm Name: DESIGN AUTOMATION SYSTEMS, INC.
-------------------------------

Contact Name: XXXX X. XXXXX Title: ACCOUNT EXECUTIVE/PARTNERING
----------------------- ----------------------------

Signature: /S/ XXXX X. XXXXX Date: 10-5-98
--------------------------- -------

Page 17

SALES LOCATION ADDENDUM

THIS INFORMATION IS REQUIRED FOR FIRMS APPLYING FOR EITHER THE CUSTOMER GROWTH
OR THE PUBLIC SECTOR VAE.

This is Addendum #: 1 of 3
--- ---

(Please complete one Addendum for each VAE for which you are requesting
approval. Make as many copies of this form as vou need.)

Company Name: DESIGN AUTOMATION SYSTEMS, INC.
-------------------------------

City: HOUSTON State: TX
----------- -------

Sponsoring Distributor: HALL-MARK
-------------

Requested VAE Category (please check as appropriate):

CUSTOMER GROWTH PUBLIC SECTOR
--------------- --------------

X IBM System Migration & Upgrade (GO01) Education
--- ---

X Competitive Systems Conversion (GO02) State & Local Government
--- ---

X New Customer (GO03) Federal Government
--- ---

X Solution Development (GO04)
---

Note: A firm applying for these VAEs must meet the following minimum
eligibility requirements:

-- approved as an AS/400 or RS/6000 Solution Provider or Systems
Integrator for a minimum of one year

-- attained its MAA

-- currently approved for an Application, Technology, or Custom VAE

-- have IBM Certified employees resident at each requested location
(sales employee located within a 100 radius:
technical employee within a 300 mile radius)

-- sales location is located within a 150 or a 300 mile radius of
the customer (150 miles for firms east of the Mississippi River
or a 300 mile radius for firms west of the Mississippi River)

-- has local IBMILink access at the sales location

-- dedicated business phone line listed in the firm name at the
sales location

What is the name of your prerequisite Application, Technology, or Custom VAE?

SERVER CONSOLIDATION (T007) E-BUSINESS ELEC COMMERCE (T003)
--------------------------------------------------------------------------------

Information about this Sales Location:

Address (no P.O. Box): 3200 Wilcrest, Suite 370 City: Houston
------------------------------- -------------

State: TX Zip: 77042 Business telephone number: 000-000-0000
---- ----- -------------

Certified Sales employee at this location: Xxxx X. Xxxxx
--------------------------------

Certified Technical employee at this location: Xxxx Xxxxxxxx
-----------------------------

The Solution Development VAE (GO04) requires an additional IBM Certified
Technical employee for each sales location. Who is that person for this
request?
-------------------------------------------------------------------

Page 18

IBM SOLUTION PROVIDER/RESELLER APPLICATION

SALES LOCATION ADDENDUM

This information is required for firms applying for the Customer Growth VAE.

This Is Addendum #: 2 of 3
--- ---

(Please complete one Addendum for each VAE for which you are requesting
approval. Make as many copies of this form as you need.)

Firms applying for Customer Growth VAEs must meet the following minimum
eligibility requirements:

-- Approved as an AS/400 or RS/6000 Solution Provider or Systems Integrator
for a minimum of one year

-- Attained Minimum Annual Attainment (MAA)

-- Currently approved or provisionally approved (if applicable) for an
Application or Technology category VAE or a Custom VAE

-- Have a minimum of two full-time employees (1 sales and 1 technical) at
each requested location. Sales employee is to be located within a 100 mile
radius: the technical employee within a 300 mile radius. These employees
can be counted for only one sales location. Product certification
requirements must be met at each approved sales location, except for
RS/6000 SP.

-- Sales Location is located within a 150 or a 300 mile radius of the customer
(150 miles for firms east and 300 miles for firms west of the Mississippi
River)

-- IBMLink access at the sales location

-- Dedicated business phone line listed in the firm name at the sales location

SECTION ONE

1. Company Name: Design Automation Systems, Inc.
------------------------------

Main (HQ) location: City: Houston St: TX
-------- -----
Sponsoring Distributor: Hall-Mark
---------

2. Requested VAE Category (please check as appropriate):

CUSTOMER GROWTH AS/400 RS/6000
--------------- ------ -------

X IBM System Migration & Upgrade(G001) X
--- ------ -------

X Competitive Systems Conversion(G002) X
--- ------ -------

X New Customer(G003) X
--- ------ -------

X Solution Development(G004) X
--- ------ -------

3. Indicate the number of qualifying VAEs you currently are approved for:

AS/400 RS/6000
------ -------

Application
------ -------
Custom
------ -------
Technology
------ -------

4. Information about this Sales Location:
Street Address: 000 Xxxxxxxx Xxxxx #000
-----------------------

City: Dallas State: TX Zip: 75074
--------- ---- -----

Telephone number: 000-000-0000 Fax number: 000-000-0000
------------ ------------
SECTION TWO

If you are applying for approval for either the IBM System Migration & Upgrade
(GO01) or Solution Development (GO04) VAEs, please complete the following
questions:

AS/400 ONLY RS/6000 ONLY BOTH
----------- ------------ ----

5. Number of full-time Sales (only)
employees at this location: 1 1 6

Number of full-time Technical (only)
employees at this location: 2 2

Continued on the next page ..............

Page 19

IBM SOLUTION PROVIDER/RESELLER APPLICATION

SALES LOCATION ADDENDUM, continued

7. Indicate whether you are approved for equivalent withdrawn VAEs AND the
number of new systems installed or processors upgraded during the previous
12 months within the specified geographic distance of the proposed sales
location:

CHECK IF APPROVED FOR: 12-MONTH INSTALL/UPGRADES:
VAE REQUESTED / WITHDRAWN VAE OR PROGRAM AS/400 RS/6000 AS/1400 RS/6000
---------------------------------------- ------ ------- ------- -------

IBM System Migration & Upgrade (G001)

A. System/3X to AS/400 Migration
------ ------- ------ -------

B. Orphaned End User
------ ------- ------ -------

C. System/3X to RS/6000 Migration
------ ------- ------ -------

D. RS/6000 SP Migration/Middleware
------ ------- ------ -------

E. ACT NOW!
------ ------- ------ -------

F. Customer Focus
------ ------- ------ -------

Solution Development (GO04)
------ ------- ------ -------

G. AS/400 Optimized Client/Server
------ ------- ------ -------

H. AS/400 LAN Client/Server
------ ------- ------ -------

I. RS/6000 Client/Server Networking #
------ ------- ------ -------

Other--List VAE name

J.
----------------------------------- ------ ------- ------ -------

K.
----------------------------------- ------ ------- ------ -------

L.
----------------------------------- ------ ------- ------ -------

M.
----------------------------------- ------ ------- ------ -------

8. For firms applying for VAE G001, indicate the TOTAL NUMBER of System/3x
migrations within the specified geographic distance of the proposed sales
location.

AS/400 RS/6000
------ -------

New Systems
------ -------

Processor Upgrades
------ -------

9. Check your IBM Business Partner status: Member Advanced X Premier
--- --- ---

Note: The Solution Development VAE (GO04) requires an additional IBM Certified
Technical employee for each sales location (up to a maximum of ten employees)
for each approved product. These additional employees may be assigned to any
location within the firm, including the headquarters location. An employee can
be counted for only one Sales Location.

NOTE: For more information about the new customer growth VAE refer to IBM
announcements 598-148 and 598-145 or Channel Communications CC9807-113,
CC9807-100 and CC9809-145. For information regarding certification refer to IBM
announcement 598-080 and Channel Communication CC9809-146.

Page 20

IBM SOLUTION PROVIDER/RESELLER APPLICATION

SALES LOCATION ADDENDUM

This information is required for firms applying for the Customer Growth VAE.

THIS IS ADDENDUM #: 3 of 3
--- ---

(Please complete one Addendum for each VAE for which you are requesting
approval. Make as many copies of this form as you need.)

Firms applying for Customer Growth VAEs must meet the following minimum
eligibility requirements:

-- Approved as an AS/400 or RS/6000 Solution Provider or Systems Integrator
for a minimum of one year

-- Attained Minimum Annual Attainment (MAA)

-- Currently approved or provisionally approved (if applicable) for an
Application or Technology category VAE or a Custom VAE

-- Have a minimum of two full-time employees (1 sales and 1 technical) at each
requested location. Sales employee is to be located within a 100 mile
radius: the technical employee within a 300 mile radius. These employees
can be counted for only one sales location. Product certification
requirements must be met at each approved sales location, except for
RS/6000 SP.

-- Sales Location is located within a 150 or a 300 mile radius of the customer
(150 miles for firms east and 300 miles for firms west of the Mississippi
River)

-- IBMLink access at the sales location

-- Dedicated business phone line listed in the firm name at the sales location

SECTION ONE

1. Company Name: DESIGN AUTOMATION SYSTEMS, INC.
-------------------------------

Main (HQ) location: City: HOUSTON State: TX
------- --
Sponsoring Distributor: HALL-MARK
---------

2. Requested VAE Category (please check as appropriate):

CUSTOMER GROWTH AS/400 RS/6000
--------------- ------ -------

IBM System Migration & Upgrade (GO01) X X
------ -------

Competitive Systems Conversion (GO02) X X
------ -------

New Customer (GO03) X X
------ -------

Solution Development (GO04) X X
------ -------

3. Indicate the number of qualifying VAEs you currently are approved for:

AS/400 RS/6000
------ -------

Application
------ -------

Custom
------ -------

Technology
------ -------

4. Information about this Sales Location:

Street Address (NO P.O. Box): 701 Brazos Suite 500
--------------------
City: Austin State: TX Zip: 78701
------ -- -----

Telephone number: 000-000-0000 Fax number: 000-000-0000
------------ ------------

SECTION TWO

If you are applying for approval for either the IBM System Migration & Upgrade
(G001) or Solution Development (GO04) VAEs, please complete the following
questions:

AS/400 ONLY RS/6000 BOTH
----------- ------- ----

5. Number of full-time Sales (only)
employees at this location: 1 1
----------- ------- ----

Number of full-time Technical (only)
employees at this location: 2 2
----------- ------- ----

Continued on the next page ..............

Page 21

IBM SOLUTION PROVIDER / RESELLER APPLICATION

SALES LOCATION ADDENDUM, continued

7. Indicate whether you are approved for equivalent withdrawn VAEs and the
number of new systems installed or processors upgraded during the previous
12 months within the specified geographic distance of the proposed sales
location:

CHECK IF APPROVED FOR: 12-MONTH INSTALL/UPGRADES:
VAE REQUESTED / WITHDRAWN VAE OR PROORAM AS/400 RS/6000 AS/400 RS/6000
---------------------------------------- ------ ------- ------ -------

IBM System Migration & Upgrade (G001)

A. System/3X to AS/400 Migration
------ ------- ------ -------

B. Orphaned End User
------ ------- ------ -------

C. System/3X to RS/6000 Migration
------ ------- ------ -------

D. RS/6000 SP Migration/Middleware
------ ------- ------ -------

E. ACT NOW!
------ ------- ------ -------

F. Customer Focus
------ ------- ------ -------

Solution Development (GO04)

G. AS/400 Optimized Client/Server

H. AS/400 LAN Client/Server

I. RS/6000 Client/Server Networking

Other - List VAE name

J. ----------------------------------- ------ ------- ------ -------

K. ----------------------------------- ------ ------- ------ -------

L. ----------------------------------- ------ ------- ------ -------

M. ----------------------------------- ------ ------- ------ -------

8. For firms applying for VAE G001, indicate the TOTAL NUMBER of System/3X
migrations within the specified geographic distance of the proposed sales
location.

AS/400 RS/6000
------ -------

New Systems
------ -------

Processor Upgrades
------ -------

1 9. Check your IBM Business Partner status: Member Advanced X Premier
--- --- ---

Note: For more information about the new Customer Growth VAE refer to IBM
Announcements 598-148 AND 598-145 or Channel Communications CC9807-113,
CC9807-100 and CC9809-145. For information regarding Certification refer to IBM
Announcement 598-080 and Channel Communication CC9809-146.

Page 22

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