Exhibit 10.17

[Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.]

IBM Business Partner Agreement

Solution Provider Profile
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We welcome you as an IBM Business Partner-Solution Provider.

This Profile covers the details of your approval to actively market
Products and Services. As our Solution Provider, you enhance Products
and Services with your solution to provide Products and Services capable
of satisfying the Customer's requirements.

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

(a) this Profile;

(b) General Terms (Z125-5478-07 08/2002);

(d) the Exhibit.

This Agreement and its applicable transaction documents are the complete
agreement regarding this relationship, and replace any prior oral or
written communications between us. Once this Profile is signed, 1) any
reproduction of this Agreement or a transaction document made by reliable
means (for example, photocopy or facsimile) is considered an original, to
the extent permissible under applicable law, and 2) all Products and
Services you market and Services you perform under this Agreement are
subject to it. If you have not already signed an Agreement for Exchange
of Confidential Information (AECI), your signature on this Profile
includes your acceptance of the AECI.

After signing this Profile, please return a copy to the IBM address shown
below.

Revised Profile (yes/no): YES Date received by IBM: _______________

Date received by IBM:

Agreed t: Agreed to:
Jack Henry & Associates, Inc. International Business
Machines Corporation

By_____________________________ By_____________________________
Authorized Signature Authorized signature

Name (type or print): Name (type or print):

Date: Date:

IBM Business Partner Number: 1004727

IBM Business Partner address: IBM address:
663 W. Highway 60 4111 Northside Parkway Suite
Monett, MO 65708 Atlanta, GA 30327

ASPID: 18784

DETAILS OF OUR RELATIONSHIP

Contract Period Start Date (month/year): 01/03 Duration: 24

Relationship Approval/Acceptance of Additional Terms:

For each approved relationship, each of us agrees to the terms of the
following by signing this Profile. Copies of the Attachments are included.

Approved Relationship Applicable Attachment
(yes/no)

Solution Provider Attachment Yes Z125-5480-05 08/2002
Complementary Marketing Terms Attachment Yes Z125-5498-03 03/2001
Remarketer Terms Attachment Yes Z125-5497-06 08/2002
North American Marketing Attachment Yes Z125-5891-02 01/2000
Federal Remarketer Attachment Yes Z125-5514-02 05/2002

Additional Terms

Federal Certification Attachment Yes Z125-5515-02 04/99
Federal GSA Contract Attachment No Z125-6016-00 03/99
Attachment for Services Marketing
for Remarketers Yes Z125-5750-00 11/1997
Attachment for IBM as Subcontractor
for Services Yes Z125-5718-00 12/97

Attachment for Network and e-business
Services for Remarketers No Z125-5744-01 12/2001
Attachment for ServiceSuite - Remarketer Yes Z125-5767-03 01/2001

Attachment for Finance Services from
IBM Credit Corporation Yes Z125-5795-04 06/2002
Marketing of Used Equipment Attachment Yes Z125-5595-02 06/2000
Attachment for Acquisition of IBM Personal
Computer Products & Services from IBM
PartnerChoice Yes Z125-6646-01 07/2002
Internet Service Provider Agreement Yes Z125-6130-01 06/2000
e-business Hosting Services Attachment
for Remarketers No Z125-6627-01 07/2002

You are approved to market to: End Users Only

Approved Only for Development System (yes/no): NO

You are approved to use the Products identified in this section, including
their associated Programs and peripherals, for development purposes. This
section is approval for development use and is not approval to market these
Products. The Products and Services section on the next page is approval
for both marketing and development.

Development System Products:

_________________________________ _____________________________________

Product and Service Approval:

The following Products and Services are listed in the Exhibit. The terms of
the Exhibit apply to the Products and Services listed in it.

When we approve you for Products listed in the Exhibit, you are also
approved to market their associated

Programs and peripherals.

Approved to Market
under Remarketer Terms

Approved to Market under Acquire Acquire
Complementary Marketing From From
Terms IBM Distributor Name of
(yes/no) (yes/no) (yes/no) Distributor Effective Date

System Types
1) IBM eServer
zSeries System/390 (1) (2) No No No _________________________________
2) IBM eServer
pSeries RS/6000 (1)(3)(4)(8) No Yes No _________________________________
7040 (1) (3) (4) (5) No No No _________________________________
708X CLUSTER 1300 (1)(3)(5)(8) No No No _________________________________
IBM RS/6000 SP (1)(3)(4)(5) No No No _________________________________
3) IBM eServer iSeries AS/400 (1)(3)(8)
9406 (14) No Yes No _________________________________
9406-250 (14) N/A N/A No _________________________________
9406-270 (14) No No No _________________________________
4) IBM Retail Point of
Sale Products (1)(3)
4694 Point of Sale Terminal No No No _________________________________
4800 SurePOS 700 No No No _________________________________
4810 Sure POS 300 No No No _________________________________
4835 Netvista Kiosk No No No _________________________________
4840 SurePOS500 No No No _________________________________
5) IBM 4614 SureOne (3) N/A No Yes AVNET____________________________

IBM Personal Computer Products (3) (6)
1) IBM PC Desktop N/A No Yes N/A
2) IBM PC Server N/A No Yes N/A
3) IBM Mobile N/A No Yes N/A
4) PC Features and Options N/A No Yes N/A

Additional Products
1) IBM Network Integration Products (1) No No No _________________________________
2) 3745 Communications Controller No No No _________________________________
3) 3746 Expansion Unit/Controller No No No _________________________________
4) Graphics No No N/A N/A
5) Finance Products Category J1 No No No _________________________________
6) Finance Products Category J2 N/A Yes No _________________________________
7) IBM Storage Products (3)
Category S1 Products Yes Yes No _________________________________
Category S2 Products Yes Yes No _________________________________
Category S3 Products No No No _________________________________
Category S5 Products Yes Yes No _________________________________
Category S6 Products No No No _________________________________
Category S7 Products No No No _________________________________
Category S9 Products Yes Yes No _________________________________
8) IBM 8690 Kiosk (5) No N/A N/A N/A
9) IBM 389X Document Processors No N/A N/A N/A
10) Multimedia No N/A N/A N/A
11) IBM Printing Systems Products
Industrial N/A No No _________________________________
Workgroup N/A No No _________________________________
Production N/A No No _________________________________
Software N/A No No _________________________________
Availability Services N/A No No _________________________________
Professional Services N/A No No _________________________________

Approved to Market
under Remarketer Terms

Approved to Market under Acquire Acquire
Complementary Marketing From From
Terms IBM Distributor Name of
(yes/no) (yes/no) (yes/no) Distributor Effective Date

Software Only
1) Tivoli Enterprise Software
Category SWI Dl- Tivoli
Storage Mgt Software NO NO _________________________________
Category SWI D2- Tivoli
Storage Mgt SW NO NO _________________________________
2) IBM Voice Systems Software
Category SW2AI-IBM Voice
Systems Software Technologies NO NO NO _________________________________
3) S/390 and zSeries IPLA Software
Category SW3AI-Data Management Tools NO NO _________________________________
Category SW3BI -Application and
Integration Middleware NO NO _________________________________
Category SW3CI-Tivoli Products NO NO _________________________________

(1) When we approve you to market these Products you are also approved
for IBM Personal Computer and associated Products included in the IBM
Business Partner Exhibit as listed in PARTNERlnfo.
(2) When we approve you to market these Products, you are also approved
to market the associated Programs under complementary marketing terms.
Unless specified otherwise, these Programs are not available for
marketing under remarketer terms.
(3) These Products (including Used Equipment) are eligible for
marketing under the terms of the North American Marketing Attachment.
Used Equipment is not eligible for export.

For Products and Services we specify under "Approved to Market Under
Remarketer Terms", we will specify if you are approved to acquire such
Products and Services from us or from the Distributor we specify in this
Profile (personal computer Products may be acquired from any IBM
Remarketer).

For Products and Services we specify you acquire from us, we may specify
in your Exhibit that you acquire the Products and Services from a
supplier instead of from us. When you acquire the Products and Services
from a Distributor or supplier, the terms of the Agreement relating to
your acquisition of Products and Services directly from us (for example,
terms relating to the return of Products and Services, and terms relating
to the ordering of Products and Services) are not applicable. All other
terms apply.

Approved to Market
under Complementary
Marketing Terms

(yes/no) (7)
Non-IBM Products
1) Local Vendor (LVP) Products (9) NO

IBM CAD/CAM Programs
1) CATIA (10) (11) NO
2) IGES Processor/6000 NO
3) Numerical Control PostProcessor Generator NO
4) Product Manager (10) NO
5) ENOVIA (10) (11) NO

You are also approved for the programs (if any) listed below:

_______________________________________________________________________
_______________________________________________________________________

(4) Your approval to market the IBM eServer p Series RS/6000 is a
prerequisite for approval to market the RS/6000 SP and the IBM
pSeries RS/6000 7040. However, approval for the pSeries RS/6000
does not constitute approval for you to market the RS/6000 SP or
the pSeries RS/6000 7040.
(5) Not available for Central Order. A Project Form is required.
(6) These Products have unique revenue requirements to enable direct
acquisition from IBM.
(7) Approval for the System or lndustry Product includes approval for the
programs, peripherals and other offerings associated with it. This
excludes the programs listed in the Application Programs section of
this Profile, for which specific approval is required.
(8) When marketing under the Complementary Marketing Terms, a Project
Form is not required when marketing with an eligible value added
enhancement.
(9) We will specify each LVP Product that applies to you.
(10) A Complex Operating Environment addendum must be completed.
(11) Registered trademark of Dassault Systemes of America.
(12) You may market these Services to an End User without the
requirement to have marketed a Machine or Program to the End User.
(13) The terms for remarketing Services (other than shrink-wrap
Services) are contained in other documents which we provide to you.
(14) Your approval to market the IBM eServer iSeries 9406 is also
approval to market the iSeries AS/400 9406-250 which may only be
acquired from a Distributor, and the 9406-270. However, approval to
market the iSeries 9406-250 or the 9406-2 70 does not constitute
approval for you to market the IBM eServer iSeries 9406.
(15) Approvals in these categories permit the marketing of Services
specified on the Exhibit, independent of a system sale and hardware
Value Added Enhancement (VAE). There is also no requirement for a
separate Services VAE.

Approved to Market Approved to Market
under Complementary under Remarketer
Marketing Terms Terms
(yeslno) (yes/no)
IBM Global Services (12) (13)
1) Integrated Technology Services
a) Maintenance Services NO NO
b) Software Services (15) NO NO
c) Site & Connectivity Services (15) NO NO
d) Backup and Recovery Services NO NO
2) Managed e-business Services NO NO
a) Managed Data Network Services NO NO
b) e-business Hosting
Interchange Services for e-business NO NO
Hosting Services for e-business NO NO
c) SHOWBBS NO NO
d) Software Mall NO NO
3) Learning Services N/A NO
4) Business Innovation Services N/A NO

Certified Products you are approved to market.

_________________________________ ___________________________________

Exclusions, if applicable:

Although included by reference in Product and Services approval, you are
not approved to market these individual Products or Services.

Minimum Attainment:

Product/Service Volume/Revenue Measurement
Period Dates
Storage, iSeries. pSeries $2000000 01/01/2003 to 12/31/2004
_________________________ ________ ________________________
_________________________ ________ ________________________
_________________________ ________ ________________________

Locations:
Loc. lD Location (street address, city, state, ZlP code)
31422 404 Camino Del Rio South
San Diego, CA 92108

Loc. lD Location (street address, city, state, Zip code)
62707 663 W Highway 60
Monett, MO 65708

Your Commitment, if applicable:

This section identifies by System Type/System Unit or IBM Managed e-
business Services (Eligible Products) as applicable, your Annual System
Revenue Performance (ASRP) Commitment (Revenue Commitment) and the
Applicable Discount Percentage. At your request we will review your revenue
attainment at any time to determine if you qualify for a higher Applicable
Discount Percentage.

After each annual measurement period, IBM will review your revenue
attainment by Eligible Product. lf your revenue attainment is less than your
Revenue Commitment, your Applicable Discount Percentage will be adjusted
downward to the appropriate level. lf your revenue attainment is greater
than your Revenue Commitment, your Applicable Discount Percentage will be
adjusted upward as appropriate.

Eligible Revenue Applicable Discount
Products Commitment Percentage
(annual)
----------------------------------------------------------
IBM pSeries [*] [*]%
RS/6000 (1) Federal (2) Discount for:
Machines *% Programs *%
----------------------------------------------------------
IBM Series [*] [*]%
AS/400: (1)
----------------------------------------------------------
IBM Storage Entry Cat SI & S6 *% Cat S2 *%
Products Cat S3 ___ Cat 57 ___
----------------------------------------------------------
IBM Point of Sale N/A ______________
Products (1)
----------------------------------------------------------

This section identifies your Revenue Commitment and the applicable discount
percentage. At your request we will review your revenue attainment against
your Revenue Commitment at any time to determine if you qualify for a higher
applicable discount percentage.

After each measurement period, IBM will review your revenue attainment.
If your revenue attainment is less than your Revenue Commitment, your
applicable discount percentage will be adjusted downward to the appropriate
level. Additionally, if your revenue attainment is greater than your Revenue
Commitment, your applicable discount percentage will be adjusted upward as
appropriate.

--------------------------------------------------
IBM Network Revenue Applicable Additional
Integration Commitment Discount Percentage
Products (Annual) (3)

N/A ______________

--------------------------------------------------
IBM 3746 Revenue Applicable
Communications Commitment Discount
Controller (Annual) Percentage

N/A _______________

--------------------------------------------------
Managed Revenue Applicable
e-business Commitment Discount
Services for Percentage
Contract
Period

N/A ________________

--------------------------------------------------
(1) Your ASRP Commitment is the aggregate of such Commitment for the U.S.
and Canada. Your Applicable Discount Percentage is based on the
aggregate of your ASRP Commitment for the U.S. and Canada.
(2) The Products eligible for the Federal discount are identified in the
IBM Business Partner Exhibit.
(3) The Products eligible for the Applicable Additional Discount Percentage
are identified in the Business Partner Exhibit

Assignment of Warranty Service Responsibility, if applicable:

You assign to us, or an IBM Premier Personal Computer Servicer, Warranty
Service responsibility for the following Machines.

Type/Model Type/Model Type/Model Type/Model
---------- ---------- ---------- ----------
______________ ______________ ______________ ________________
______________ ______________ ______________ ________________
______________ ______________ ______________ ________________
______________ ______________ ______________ ________________

Unless you are assigning to us, please specify the name of the IBM
Premier Personal Computer Servicer:

________________________________________________________________

Value Added Enhancement Descriptions:

The following is a description of each of your value added enhancements,
including an indication of the relationship (Complementary or Remarketer)
to which it pertains.

See attached (VAEATT)

IBM Business Partner Agreement -

General Terms
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Table of Contents

Section Title Page

1. Definitions 2

2. Agreement Structure and Contract Duration 3

3. Our Relationship 4

4. Status Change 6

5. Confidential Information 6

6. Marketing Funds and Promotional Offerings 6

7. Production Status 6

8. Patents and Copyrights 6

9. Liability 7

10. Trademarks 8

11. Changes to the Agreement Terms 8

12. Internal Use Products 8

13. Demonstration, Development and Evaluation
Products 9

14. Electronic Communications 9

15. Geographic Scope 9

16. Governing Law 9

IBM Business Partner Agreement -

General Terms
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1. Definitions

Business Partner is a business entity which is approved by us to market
Products and Services under this Agreement.

Customer is either an End User or a Remarketer. We specify in your
Profile if we approve you to market to End Users or Remarketers, or
both.

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 (such as a corporation) and the
subsidiaries it owns by more than 50 percent.

Licensed Internal Code (LIC) is Machine Code used by certain Machines
IBM specifies (Specific Machines).

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.

Machine Code is micro code, basic input/output system code (BIOS),
utility programs, device drivers, and diagnostics delivered by an IBM
Machine.

Product is a Machine or Program, that we approve you to market, as we
specify in your Profile.

Program is an IBM Program or a non-IBM Program provided by us, under
its applicable license terms, that we approve you to market. The term
"Program" does not include LIC or Machine Code.

Related Company is any corporation, company or other business entity:
1. more than 50 percent of whose voting shares are owned or controlled,
directly or indirectly, by either of us, or
2. which owns or controls, directly or indirectly, more than 50 percent
of the voting shares of either of us, or
3. more than 50 percent of whose voting shares are under common
ownership or control, directly or indirectly, with the voting shares
of either of us.

However, any such corporation, company or other business entity is
considered to be a Related Company only so long as such ownership or
control exists. "Voting shares" are outstanding shares or securities
representing the right to vote for the election of directors or other
managing authority.

Remarketer is a business entity which acquires Products and Services,
as applicable, for the purpose of marketing.

Service is performance of a task, provision of advice and counsel,
assistance, support or access to a resource (such as a network and
associated enhanced communication and support) that we approve you to
market.

2. Agreement Structure and Contract Duration

Profiles

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

General Terms

The General Terms apply to all of our Business Partners.

Attachments

We describe, in a document entitled an "Attachment", additional terms
that apply. Attachments may include, for example, terms that apply to
the method of Product distribution (Remarketer Terms Attachment or
Complementary Marketing Terms Attachment) and terms that apply to the
type of Business Partner you are, for example, the terms that apply to
a Distributor relationship as described in the Distributor Attachment.
We specify in your Profile the Attachments that apply.

Exhibits

We describe in an Exhibit, specific information about Products and
Services, for example, the list of Products and Services you may
market, and warranty information about the Products.

Transaction Documents

We will provide to you the appropriate "transaction documents." The
following are examples of transaction documents, with examples of the
information and responsibilities they may contain:

1. invoices (item, quantity, payment terms and amount due); and
2. order acknowledgements (confirmation of Products and quantities
ordered).

Conflicting Terms

If there is a conflict among the terms in the various documents, the
terms of:

1. a transaction document prevail over those of all the documents;
2. an Exhibit prevail over the terms of the Profile, Attachments and the
General Terms;
3. a Profile prevail over the terms of an Attachment and the General
Terms; and
4. an Attachment prevail over the terms of the General Terms.

If there is an order of precedence within a type of document, such
order will be stated in the document (for example, the terms of the
Distributor Attachment prevail over the terms of the Remarketer Terms
Attachment, and will be so stated in the Distributor Attachment).

Our Acceptance of Your Order

Products and Services become subject to this Agreement when we accept
your order by:

1. sending you a transaction document; or

2. providing the Products or Services.

Acceptance of the Terms in a Transaction Document

You accept the terms in a transaction document by doing any of the
following:

1. signing it (those requiring a signature must be signed);

2. accepting the Product or Services;

3. providing the Product or Services to your Customer; or

4. making any payment for the Product or Services.

Contract Duration

We specify the contract start date and the duration in your Profile.
Unless we specify otherwise in writing, the Agreement will be renewed
automatically for subsequent two year periods. However, you may advise
us in writing not to renew the Agreement. Each of us is responsible to
provide the other three months written notice if this Agreement will
not be renewed.

3. Our Relationship

Responsibilities

Each of us agrees that:

1. both of us are independent contractors, and this Agreement is non-
exclusive. Neither of us is a legal representative or legal agent of
the other. Neither of us is legally a partner of the other (for
example, neither of us is responsible for debts incurred by the
other), and neither of us is an employee or franchise of the other,
nor does this Agreement create a joint venture between us;

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

3. neither of us will disclose the terms of this Agreement, unless both
of us agree in writing to do so, or unless required by law;

4. 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;

5. any terms of this Agreement, which by their nature extend beyond the
date this Agreement ends, remain in effect until fulfilled and apply
to respective successors and assignees;

6. we may withdraw a Product or Service from marketing at any time;

7. we will allow the other a reasonable opportunity to comply before it
claims the other has not met its obligations, unless we specify
otherwise in the Agreement;

8. neither 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 without the possibility of contractual waiver;

9. 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;

10. neither of us is responsible for failure to fulfill obligations
due to causes beyond the reasonable control of either of us;

11. IBM reserves the right to assign, in whole or in part, this
Agreement, to a Related Company, but may assign its rights to payment
or orders to any third party;

12. IBM does not guarantee the results of any of its marketing plans;

13. each of us will comply with all applicable laws and regulations
(such as those governing consumer transactions); and

14. if any provision of this Agreement is determined to be invalid or
otherwise unenforceable, such provision will be deemed deleted from
this Agreement, while the remainder of this Agreement will remain in
full force and effect as written.

Other Responsibilities

You agree:

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

2. that 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. For example, you can not sell your approval to market our
Products or Services or your rights to use our Trademarks;

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

4. to achieve and maintain the certification requirements for the
Products and Services you are approved to market, as we specify in
your Profile;

5. not to assign or otherwise transfer this Agreement, your rights under
this Agreement, or any of its approvals, or delegate any duties,
unless expressly permitted to do so in this Agreement. Otherwise, any
attempt to do so is void;

6. to conduct business activities with us (including placing orders)
which we specify in the operations guide, using our automated
electronic system if available. You agree to pay all your expenses
associated with it such as your equipment and communication costs;

7. that when we provide you with access to our information systems, it
is only in support of your marketing activities. Programs we provide
to you for your use with our information systems, which are in
support of your marketing activities, are subject to the terms of
their applicable license agreements, except you may not transfer
them;

8. to promptly provide us with documents we may require from you or the
End User (for example, our license agreement signed by the End User)
when applicable;

9. that 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 1) a breach of this clause or
2) when IBM reasonably believes such a breach has occurred, or is
likely to occur;

10. that your conduct under this Agreement will be consistent with the
antiboycott laws and regulations of the United States; and

11. International Business Machines Corporation and entities within
its Enterprise are allowed to store and use your contact information,
including names, phone numbers and e-mail addresses, anywhere they do
business. Such information will be processed and used in connection
with our business relationship, and may be provided to contractors,
Business Partners, and assignees of International Business Machines
Corporation and entities within its Enterprise for uses consistent
with their collective business activities, including communicating
with you (for example, for processing orders, for promotions and for
market research).

Our Review of Your Compliance with this Agreement

We may periodically review your compliance with this Agreement. You
agree to provide us with relevant records on request. We may reproduce
and retain copies of these records. We, or an independent auditor, may
conduct a review of your compliance with this Agreement on your
premises during your normal business hours.

If, during our review of your compliance with this Agreement, we find
you have materially breached the terms of this relationship, in
addition to our rights under law and the terms of this Agreement, for
transactions that are the subject of the breach, you agree to refund
the amount equal to the discount (or fee, if applicable) we gave you
for the Products or Services or we may offset any amounts due to you
from us.

4. Status Change

You agree to give us prompt written notice (unless precluded by law or
regulation) of any change or anticipated change in your financial
condition, business structure, or operating environment (for example, a
material change in equity ownership or management or any substantive
change to 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.

5. Confidential Information
With reference to the IBM Agreement for Exchange of Confidential
Information, the following is confidential information (Information):

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

2. any information we identify as "Confidential" on a Web site. Your
access of such information is considered your agreement to accept it
as confidential;

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

a. sales leads,
b. information regarding prospects or Customers,
c. unannounced information about Products and Services,
d. business plans, or
e. market intelligence;

4. any of the following written information you provide to us on our
request and which you mark as confidential:

a. reporting data,
b. financial data,
c. the business plan,
d. customer satisfaction data; or
e. sales information.

All other information exchanged between us is nonconfidential, unless
disclosed as specified in the IBM Agreement for Exchange of
Confidential Information.

6. Marketing Funds and Promotional Offerings

We may provide marketing funds and promotional offerings to you. 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.

7. 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

Customer of these terms in writing (for example, in your proposal or
brochure).

8. Patents and Copyrights

For the purpose of this section only, the term Product includes, if
applicable, Licensed Internal Code and Machine Code.

If a third party claims that a Product we provide under this Agreement
infringes that party's patents or copyrights, we will defend you
against that claim at our expense and pay all costs, damages, and
attorneys' fees that a court finally awards, or that are included in a
settlement approved by IBM, provided that you:

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

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

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

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

Claims for Which We Are Not Responsible

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

1. anything you provide which is incorporated into a Product;

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

3. the combination, operation, or use of a Product with any Products not
provided by us as a system, or the combination, operation, or use of
a Product with any product, data, apparatus or business method that
we did not provide; or

4. infringement by a non-IBM Product alone, as opposed to its
combination with Products we provide to you as a system.

9. 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.

Our Liability

IBM is responsible only for:

1. payments referred to in the "Patents and Copyrights" section above;

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

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

Items for Which We Are Not Liable

Under no circumstances (except as required by law) is IBM, its
subcontractors, or Program developers liable for any of the following
even if informed of their possibility:

1. third-party claims against you for damages (other than those under
the first two items above in the subsection entitled 'Our
Liability');

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

3. special, incidental, or indirect damages, or for any economic
consequential damages or lost profits, business, revenue, goodwill or
anticipated savings.

Your Liability

In addition to damages for which you are liable under law and the terms
of this Agreement, you will indemnify us for claims 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.

10. Trademarks

We will notify you in writing of the applicable Business Partner title
and emblem which you are authorized to use. We will provide you with
written guidelines, which may periodically modify, regarding the use of
the Business Partner title and emblem. You may not modify the emblem in
any way. You may use our Trademarks (which include the title, emblem,
IBM trade marks 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 for Products and Services.

You agree to promptly modify, at your expense, any advertising or
promotional materials that do not comply with our guidelines. If 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.

11. Changes to the Agreement Terms

We may change the terms of this Agreement by giving you one month's
written notice.

We may, however, change the following terms without advance notice:

1. those we specify in this Agreement as not requiring advance notice;

2. those of the Exhibit unless otherwise limited by this Agreement; and

3. those relating to safety and security.

Otherwise, for any other change to be valid, both of us must agree in
writing. Changes are not retroactive. Additional or different terms in
any written communication from you (such as an order), are void.

12. Internal Use Products

You may acquire Products you are approved to market for your internal
use within your Business Partner operations. Except for personal
computer Products, you are required to advise us when you order
Products for your internal use.

We will specify in your Exhibit the discount or price, as applicable,
at which you may acquire the Products for internal use. Such Products
do not count, unless we specify otherwise in the Exhibit, toward 1)
your minimum annual attainment, 2) determination of your discount or
price, as applicable, or 3) determining your marketing or promotional
funds.

Any value added enhancement or systems integration services otherwise
required by your relationship is not applicable when you acquire
Products for internal use. You must retain such Products for a minimum
of 12 months, unless we specify otherwise in the Exhibit. Products
acquired for internal use may not be used for work-for-charge.

13. Demonstration, Development and Evaluation Products

You may acquire Products you are approved to market for
demonstration, development and evaluation purposes, unless we
specify otherwise in the Exhibit. Such Products must be used
primarily in support of your Product marketing activities.
Additionally, such Products do not count unless we specify otherwise
in the Exhibit, toward 1) your minimum annual attainment, 2)
determination of your discount or price, as applicable, or 3)
determining your marketing or promotional funds.

We will specify in your Exhibit the Products we make available to
you for such purposes, the applicable discount or price, and the
maximum quantity of such Products you may acquire and the period
they are to be retained. The maximum number of input/output devices
you may acquire is the number supported by the system to which they
attach.

If you acquired the maximum quantity of Machines, you may still
acquire a field upgrade, if available.

We may decrease the discount we provide for such Products on one
month's written notice.

You may make these Products available to a Customer for the purpose
of demonstration and evaluation. Such Products may be provided to an
End User for no more than three months. For a Program, you agree to
ensure the Customer has been advised of the requirement to accept
the terms of a license agreement before using the Program. Products
acquired for demonstration, development and evaluation use may not
be used for work-for-charge.

14. Electronic Communications

Each of us may communicate with the other by electronic means, and
such communication is acceptable as a signed writing to 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.

15. Geographic Scope

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

16. Governing Law

The laws of the State of New York will govern, construe, and enforce
all the rights, duties and obligations arising under, or relating in
any manner to, the subject matter of this Agreement, notwithstanding
conflicts of laws principles.

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

IBM Business Partner Agreement
Solution Provider Attachment
----------------------------------------------------------------------------

These terms prevail over and are in addition to or modify the Remarketer
Terms Attachment and the Complementary Marketing Terms Attachment.

1. Marketing Approval

You may be approved as a Solution Provider under a remarketer
relationship or under a complementary marketing relationship, or both.
If we approve you to market the same Products 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 us a signed IBM Business Partner Statement of Election. If
you meet the requirements of the Marketing Approval section of the
Complementary Marketing Terms Attachment, you may participate under
those terms.

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

2. Value Added Enhancement

For Products we specify in the Exhibit, you are required to have a
solution which is a value added enhancement that we approve and specify
on your Profile 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, to only End Users for whom your value
added enhancement is their primary reason for acquiring the Products,
and who intend the on-going use of such enhancement. 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.

3. Your Responsibilities To IBM

You agree:

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

2. that, unless precluded by applicable law, one of the requirements
for you to retain this relationship is that you achieve the minimum
attainment we specify in your Profile;

3. to order Products and Services, as we specify in the operations
guide;

4. to maintain trained personnel, as we specify in your Profile or
Exhibit, as applicable;

5. to provide us, on our request, relevant financial information
about your business so we may, for example, use this information in our
consideration to extend credit terms to you;

6. to have access to the Products you are approved to market for 1)
demonstration purposes, 2) providing support to your End Users and 3)
supporting your value added enhancement; and

7. to maintain the capability to demonstrate Products we approve you
to market.

4. Your Responsibilities To End Users
When you market Products and Services under complementary marketing
terms, items 10 and 11 do not apply and items 2 and 5 only apply when
you use our central order facility.

You agree to:

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

2. configure Products we approve you to market. On your request, we may
assist you;

3. identify and select the required technology based upon the End
User's requirements, and confirm that the Product configuration is
fully capable of the satisfactory performance of your solution;

4. not make representations that IBM is responsible for the Products'
configuration and their ability to satisfy the End User's
requirements;

5. advise the End User of Product installation requirements;

6. 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, such support includes your
being the primary contact for Product and Services information,
technical advice and operational advice associated with the
offering.

However, you may delegate these support responsibilities for
Products and any other associated products to another IBM Business
Partner who is approved to market such Products. If you do, you
retain customer satisfaction responsibility. 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 responsibility for such support;

7. assist the End User in Product problem determination and resolution,
unless this responsibility is delegated as specified in item 6
above;

8. give written notice to the End User of any modification you make to
a Product and the name of the warranty service provider and advise
that such modification may void the warranty for the Product;

9. support the End User in planning fulfillment of Product
training and education requirements, including informing the
End User of educational offerings, as applicable;

10. inform the End User that the sales receipt (or other documentation
such as Proof of Entitlement, if it is required) will be necessary
for proof of warranty entitlement or for Program upgrades;

11. provide warranty information to the End User; and

12. upon our request, for Products and Services we specify, participate
in or conduct solution and system assurance

IBM Business Partner Agreement
Complementary Marketing Terms Attachment
----------------------------------------------------------------------------

1. Our Relationship

As our IBM Business Partner under the complementary marketing terms,
you market to End Users the Products and Services we approve you to
market on our behalf at prices and terms established by IBM. We manage
the Product ordering process from ordering to delivery. We pay you a
fee as we specify in your Exhibit.

2. Marketing Approval

You may market Products and Services to an End User as specified 1) in
a Project Form we provide to you or, when we approve in writing, one we
receive from you, or 2) in the non-exclusive territory we specify in a
Territory Supplement.

You may market Products and Services to an End User for a period of
three months unless we specify otherwise in a Project Form, or as long
as the End User is specified in your Territory Supplement.

If you are a Solution Provider, you may market Products and Services to
an End User without our approval of a Project Form if you submit the
End User's order directly to our central order facility. However, for a
specific End User opportunity, you may not use our central order
facility if you 1) have a Project Form in effect or 2) have submitted
one to us and we have not responded.

In addition, if you are a Solution Provider, you may market Products
and Services to an End User without our approval of a Project Form when
1) the Machine is an AS/400 or RS/6OOO (excluding POWERparallel Systems
SP2), and 2) we specify in your Profile that the value added
enhancement you market is eligible. You agree that, if we accept fee
requests from other Solution Providers for the same opportunity, we may
split the fee between you and them.

We may withdraw, in writing, our approval for you to market to an End
User or remove an End User from your territory for any of the following
reasons and, if we do. you agree to stop your marketing activities with
the End User:

1. we decide not to accept the order (for example, if the End User's
credit is inadequate);

2. the End User cancels the order;

3. the End User makes a firm commitment to another vendor for the
Products and Services;

4. you or the End User requests termination of the approval; or

5. we determine, during our periodic reviews, that your sales
progress with the opportunity is not satisfactory.

3. Your Responsibilities To IBM

You agree to:

1. actively market Products and Services;

2. upon our request, participate in configuration, solution assurance,
and system assurance reviews;

3. distinguish to the End User between those activities you perform on
your own behalf and those you perform on IBM's behalf;

4. advise us of the Product's planned installation dates and
dependencies;

5. as required, prepare IBM documents, provide them to the End User and,
if applicable, secure the End User's signature on such documents, and
promptly provide them to us; and

6. assist us on our request in the collection of the accounts receivable
for Products and Services for which you earned a fee.

4. Your Responsibilities To End Users

You agree to provide support to your End User for 1) the period specified
on the Project Form or your Territory Supplement, 2) for one year if you
used our central order facility, or 3) for six months if the value added
enhancement you market is eligible.

5. Fees and Compensation

We may increase fees or compensation at any time. We may decrease fees or
compensation on one month's written notice.

You earn your fee on the date of our invoice to the End User. We will pay
you within one month after you earn your fee and we receive your request,
formatted as we specify in the operations guide. If we do not receive your
request within four months from when you earn your fee, no payment will be
made. You are only entitled to compensation for orders IBM accepts during
the contract duration.

You agree to reimburse us the applicable fees we paid to you, if for any
reason the Product you marketed is returned to us or a Service is
terminated within three months of the date the payment from the End User
was due us. The reimbursement may be prorated if the Product or Service is
on a recurring charge basis.

We periodically reconcile amounts we paid you to amounts you actually
earned. We may deduct amounts due us from future payments we make to you,
or ask you to pay amounts due us. Each of us agrees to promptly pay the
other any amounts due.

In addition to any other rights under law or this Agreement, we may
recover fees paid to you for an amount equal to our loss or damage we
suffer as a result of your breach of the terms of the Agreement.

If any authority requires us to include in our invoice to you, a duty,
tax, levy or fee, which they impose, excluding those based on our net
income, upon any transaction under this Agreement, then you agree to pay
that amount as specified in the invoice.

6. Marketing of Services

If you marketed a Product to an End User under this Agreement, or if you
are approved in your Profile to market a Service, you may, as we specify
in the Exhibit, either market Services, or provide a qualified lead to us
so that we may market Services to the End User on any machine or program
and receive a fee from us. We provide Services to the End User under the
terms of our applicable agreement, signed by the End User.

You will receive a fee for a lead when it 1) is submitted on the form we
provide to you, 2) is for an opportunity which is not known to us, and 3)
results in the End User ordering the Service from us within six months
from the date we received the lead.

Alternatively, you will receive a fee for marketing when 1) you identify
the opportunity and perform the marketing activities, 2) you provide us
with the order and any required documents signed by the End User, and 3)
if a standard Statement of Work is used, there are no changes and no
marketing assistance from us is required.

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

We will not pay you a fee if 1) the Machine or Program is already under
applicable Service, 2) we have an agreement with the End User to place the
Machine or Program under the applicable Service, or 3) if the Service was
terminated by the End User within the last six months.

7. Marketing of Financing

If we approve you on your Profile, 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 you a fee as we specify in your Territory
Supplement or the Exhibit.

We provide Financing Services to the End User 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 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 pay you or the supplier when the End User has initiated
financing and acknowledged acceptance of the items being financed.

8. 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 (such as your not meeting your minimum annual
attainment), 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.

At the end of this Agreement, each of us agrees to immediately settle
any accounts with the other. We may offset any amounts due you against
amounts due us or any of our Related Companies as allowable under
applicable law.

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.

IBM Business Partner Agreement
Remarketer Terms Attachment
----------------------------------------------------------------------------

Table of Contents

Section Title Page

1. Our Relationship 2

2. Ordering and Delivery 2

3. Inventory Adjustments 3

4. Price, Invoicing, Payment and Taxes 3

5. Licensed Internal Code 5

6. Machine Code 5

7. Programs 5

8. Export and Import 6

9. Title 6

10. Risk of Loss 7

11. Installation and Warranty 7

12. Warranty Service 8

13. Marketing of Services 8

14. Marketing of Financing 9

15. Engineering Changes 9

16. Ending the Agreement 9

IBM Business Partner Agreement
Remarketer Terms Attachment
----------------------------------------------------------------------------

1. Our Relationship

As our IBM Business Partner, you market to your Customers Products and
Services (including "shrink-wrap" Services). These terms apply to a
Business Partner whose method of distribution is under our remarketer
terms, and includes Distributors, Resellers, Solution Providers, and
Systems Integrators.

Responsibilities

Each of us agrees:

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

2. each of us is free to set its own prices and terms;

3. neither of us will discuss its Customer prices and terms in the
presence of the other; and

4. that the terms of the Agreement related to your acquisition of
Products or Services directly from us (for example, those in the
sections entitled "Ordering and Delivery", "Inventory Adjustments" and
"Price, Invoicing, Payment and Taxes") are not applicable for Products
and Services you acquire from a source, other than us, we approve. All
other terms apply.

Other Responsibilities

You agree to:

1. refund the amount paid for a Product or Service returned to you if
such return is provided for in its warranty or license. You may return
the Product to us for credit at our expense, as we specify in the
operations guide;

2. provide us with sufficient, free and safe access to your
facilities, at a mutually convenient time, for us to fulfill our
obligations;

3. retain records, as we specify in the operations guide, of each
Product and Service transaction (for example, a sale or credit) for
three years;

4. provide us with marketing, sales, installation reporting and
inventory information for our Products and Services, as we specify in
the operations guide;

5. when you are approved to market to Remarketers, market Products
and Services which require certification, only to Remarketers who are
certified to market them;

6. comply with all terms regarding Program upgrades;

7. provide a dated sales receipt (or its equivalent, such as an
invoice) as we specify in the operations guide, to your Customers,
before or upon delivery of Products and Services; and

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

2. Ordering and Delivery

You may order Products and Services from us as we specify in the
operations guide. You agree to order them in sufficient time to count
toward your minimum attainment, if applicable.

We will agree to a location to which we will ship. We may establish
criteria for you to maintain at such location (for example, certain
physical characteristics, such as a loading dock), as we specify in the
operations guide.

Upon becoming aware of any discrepancy between our shipping manifest
and the Products and Services received from us, you agree to notify us
immediately. We will work with you to reconcile any differences.

Although we do not warrant delivery dates, we will use reasonable
efforts to meet your requested delivery dates.

We select the method of transportation and pay associated charges for
Products and Services we ship.

We may not be able to honor your request for modification or
cancellation of an order. We may apply a cancellation charge for orders
you cancel within 10 business days before the order is scheduled to be
shipped. The Exhibit will specify if a cancellation charge applies and
where we will specify the charge.

If we are unable to stop shipment of an order you cancel, and you
return such Product to us after shipment, our inventory adjustment
terms apply.

3. Inventory Adjustments

We will specify in your Exhibit the Products and Services to which this
section applies.

Products and Services you return to us for credit must have been
acquired directly from us. You must request and receive approval from
us to return the Products and Services.

Products and Services must be received by us within one month of our
approving their return, unless we specify otherwise to you in writing.
We will issue a credit to you when we accept the returned Products and
Services.

Certain Products may be acquired only as Machines and Programs packaged
together as a solution. These Products must be returned with all their
components intact.

For certain Products and Services you return, a handling charge
applies. We will specify the handling charge percentage in the Exhibit.
We determine your total handling charge by multiplying the inventory
adjustment credit amount for the Products and Services by the handling
charge percent.

You agree to pay transportation and associated charges for Products and
Services you return.

Unless we specify otherwise, returned Products and Services must be in
their unopened and undamaged packages.

You agree to ensure the returned Products and Services are free of any
legal obligations or restrictions that prevent their return. We accept
them only from locations within the country to which we ship Products
and Services.

We will reject any returned Products and Services that do not comply
with these terms.

4. Price, Invoicing, Payment and Taxes

Price and Discount

The price, and discount if we specify one, for each Product and Service
will be made available to you in a communication which we provide to
you in published form or through our electronic information systems or
a combination of both. Unless we specify otherwise, discounts do not
apply to Program upgrades, accessories, or field-installed Machine
features, conversions, or upgrades.

The price for each Product and Service is the lower of the price in
effect on the date we receive your order, or the date we ship a product
or "shrink-wrap" Service, or the start date of a Service, if it is
within six months of the date we receive your order.

Price and Discount Changes

We may change prices and increase discounts at any time. We may
decrease discounts on one month's written notice.

We will specify in your Exhibit if the following credit terms do not
apply to Products and
Services we approve you to market.

If we decrease the price or increase the discount for a Product or
Service, you will be eligible to receive a price decrease credit or a
discount increase credit for those you acquired directly from us that
are in your inventory, or in transit, or if the Product's date of
installation or Service start date has not occurred. However, Products
acquired from us under a special offering (for example, a promotional
price or a special incentive) may not be eligible for a full credit.
You must certify your inventory to us in writing within one month of
the effective date of the change. The credit is the difference between
the price you paid, after any adjustments, and the new price.

The following terms apply to Programs licensed on a recurring-charge
basis:

We may increase a recurring charge for a Program by giving you three
months' written notice. An increase applies on the first day of the
invoice or charging period on or after the effective date we specify in
the notice.

Invoicing, Payment and Taxes

Amounts are due upon receipt of invoice and payable as specified in a
transaction document. You agree to pay accordingly, including any late
payment fee. Details of any late payment fee will be provided upon
request at the time of order and will be included in the notice.

You may use a credit only after we issue it.

If any authority requires us to include in our invoice to you a duty,
tax, levy, or fee which they impose, excluding those based on our net
income, upon any transaction under this Agreement, then you agree to
pay that amount.

Reseller Tax Exemption

You agree to provide us with your valid reseller exemption
documentation for each applicable taxing jurisdiction to which we ship
Products and Services. If we do not receive such documentation, we will
charge you applicable taxes and duties. You agree to notify us promptly
if this documentation is rescinded or modified. You are liable for any
claims or assessments that result from any taxing jurisdiction refusing
to recognize your exemption.

Purchase Money Security Interest

You grant us a purchase money security interest in your proceeds from
the sale of, and your accounts receivable for, Products and Services,
until we receive the amounts due. You agree to sign an appropriate
document (for example, a "UCC-1") to permit us to perfect our purchase
money security interest.

Failure to Pay Any Amounts Due

If you fail to pay any amounts due in the required period of time, you
agree that we may do one or more of the following, unless precluded by
law:

1. impose a finance charge, as we specify to you in writing, up to
the maximum permitted by law, on the portion which was not paid during
the required period;

2. require payment on or before delivery of Products and Services;

3. repossess any Products and Services for which you have not paid.
If we do so, you agree to pay all expenses associated with repossession
and collection, including reasonable attorneys' fees. You agree to make
the Products and Services available to us at a site that is mutually
convenient;

4. not accept your order until any amounts due are paid;

5. terminate this Agreement; or

6. pursue any other remedy available at law.

We may offset any amounts due you, or designated for your use (for
example, marketing funds or promotional offerings), against amounts due
us or any of our Related Companies.

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

5. Licensed Internal Code

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

Your Responsibilities

You agree to inform your Customer, and record on the sales receipt,
that the Machine you provide is a Specific Machine using Licensed
Internal Code. The license agreement must be provided to the Customer
before the sale is finalized.

6. Machine Code

Machine Code is licensed to the End User under the terms of the
agreement provided with it. You agree to ensure the End User is
provided such agreement.

7. Programs

You agree to ensure the End User has signed the license agreement for a
Program requiring a signature, as we specify in the Exhibit, before
such Program is provided to the End User, and to provide any required
documentation to us. All other Programs are licensed under the terms of
the agreement provided with them. You agree, where applicable, to
provide the Program license to the End User before such Program is
provided to the End User.

We will designate in the Exhibit if 1) we will ship the media and
documentation to you or, if you request and we agree, to the End User,
2) you may copy and redistribute the media and documentation to the End
User, or 3) you must copy and redistribute the media and documentation
to the End User. If we ship the media and documentation, we may charge
you. We will specify such charge to you in writing. If you copy and
redistribute, you must be licensed to use the Program from which you
make the copies. A Program license you acquired for use under the
Demonstration, Development and Evaluation Products terms fulfill this
requirement.

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

Program Services

Program Services are described in the Program's license agreement. You
are responsible to provide your Customers, who are licensed for a
Program, the Program Services we make available to you.

If the End User Agrees in writing, you may:

1. delegate this responsibility to another IBM Business Partner who
is approved to market the Program, or

2. provide an enhanced version of this support through the
applicable IBM Service you market to the End User.

If you delegate your support responsibilities to another IBM Business
Partner, you retain customer satisfaction responsibility. However, if
you market our applicable Services to the End User, we assume customer
satisfaction responsibility for such support.

8. Export and Import

You may actively market Products and Services only within the
geographic scope of the Agreement. You may not market outside this
scope, and you agree not to use anyone else to do so.

Export and Import Laws

You warrant that you will comply with all applicable export and import
laws (which in some instances prohibit or restrict in-country marketing
to certain Customers), when you market Products, Services and technical
data. You agree that if you export or import Products, Services and
technical data, you, and not IBM, will act as the exporter or importer.
Further, you warrant that you are knowledgeable with, and will remain
in full compliance with, the applicable export and import laws,
regulations, orders and policies (including, but not limited to, making
all proper filings). We may, at our sole discretion, require you from
time to time to provide us with written certification relating to your
compliance with applicable export and import laws or prohibit you from
doing business with certain Customers in order to ensure that you and
IBM comply with applicable export and import laws.

You will indemnify us for claims made against us for your failure to
comply with applicable export and import laws, regulations or orders.

Customer Exports

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 terms state otherwise. You agree to use
your best efforts to ensure that your Customer complies with all
applicable export and import laws including those of the United States.
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 if applicable, date of
sale, and destination country.

Attainment

Products you export (or which are acquired by a Customer for export)
outside the geographic scope of the Agreement will not count toward
attainment of your objectives and will not qualify for applicable
promotional offerings and marketing funds. We may also reduce future
supply allocations to you by the number of exported Products.

9. Title

When you order a Machine, we transfer title to you when we ship the
Machine.

Any prior transfer to you of title to a Machine reverts back to IBM
when it is accepted by us as a returned Machine.
We do not transfer a Program's title.

10. Risk of Loss

For each Machine, IBM bears the risk of loss or damage up to the
time it is delivered to the IBM-designated carrier for shipment to
you, or if you request, and IBM agrees, your customer. Thereafter,
you assume the risk. Each Machine will be covered by insurance,
arranged and paid for by IBM for you, covering the period until it
is delivered to you or your customer. For any loss or damage, you
must 1) report the loss or damage in writing to IBM within 10
business days of delivery and 2) follow the applicable claim
procedure.

11. Installation and Warranty

We will ensure that Machines we install are free from defects in
materials and workmanship and conform to their specifications. We
provide instructions to enable the set-up of Customer-Set-Up
Machines. We are not responsible for the installation of Programs
or non-IBM Machines. We do, however, preload Programs onto certain
Machines. We provide a copy of our applicable warranty statement
to you. You agree to provide it to the End User for review before
the sale is finalized, unless we specify otherwise.

We calculate the expiration date of an IBM Machine's warranty
period from the Machine's Date of Installation. Warranty terms for
Programs are described in the Programs' license terms.

We provide non-IBM Products WITHOUT WARRANTIES OF ANY KIND, unless
we specify otherwise. However, non-IBM manufacturers, suppliers,
or publishers may provide their own warranties to you.

For non-IBM Products we approve you to market, you agree to inform
your Customer in writing 1) that the Products are non-IBM, 2) the
manufacturer or supplier who is responsible for warranty (if any),
and 3) of the procedure to obtain any warranty service.

Date of Installation for a Machine We are Responsible to Install

The Date of Installation for a Machine we are responsible to
install is the business day after the day 1) we install it or, 2)
it is made available for installation, if you (or the End User)
defer installation. Otherwise (for example, if others install or
break its warranty seal), it is the day we deliver the Machine to
you (or the End User). In such event, we reserve the right to
inspect the Machine to ensure its qualification for warranty
entitlement.

The Date of Installation for a Customer-Set-Up Machine

The Date of Installation for a Customer-Set-Up Machine is the date
the Machine is installed which you or your Remarketer, if
applicable, record on the End User's sales receipt. You must also
notify us of this date upon our request.

Installation of Machine Features, Conversions, and Upgrades

We sell features, conversions and upgrades for installation on
Machines, and, in certain instances, only for installation on a
designated, serial numbered Machine. Many of these transactions
involve the removal of parts and their return to us. As
applicable, you represent that you have the permission from the
owner and any lien holders to 1) install features, conversions and
upgrades and 2) transfer the ownership and possession of removed
parts (which become our property) to us. You further represent
that all removed parts are genuine, and unaltered, and free from
defects in materials and workmanship and conform to
specifications. A part that replaces a removed part will assume
the warranty and maintenance Service status of the replaced part.
You agree to allow us to install the feature, conversion, or
upgrade within 30 days of its delivery. Otherwise, we may
terminate the transaction and you must return the feature,
conversion, or upgrade to us at your expense.

12. Warranty Service

We will specify in the Exhibit whether you or we are responsible to
provide Warranty Service for a Machine.

When we are responsible for providing Warranty Service for Machines,
you are not authorized to provide such Service, unless we specify
otherwise in the Exhibit.

When you are responsible for providing Warranty Service, you agree to
do so according to the terms we specify in the Warranty Service
Attachment.

13. Marketing of Services

The following are the conditions under which you may market Services;

1.if you marketed a Product to the End User, you may market the
Services, specified in the Exhibit; or

2.regardless of whether you marketed a Product to the End User you may
market the Services we specify in your Profile.

If you are an IBM Distributor the following paragraph applies:

The following are the conditions under which you may market Services:

1. if your Remarketer marketed a Product to the End User, you may
market the Services, specified in the Exhibit, to your Remarketer only
for the Remarketer's marketing to such End User; and

2. regardless of whether your Remarketer marketed a Product to the End
User you may market the Services we specify in your Profile to your
Remarketer, who may market such Services.

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

The terms of this subsection apply when we perform the Services to the
End User at prices we set and under the terms of our Service agreement,
signed by the End User. We pay you a fee for marketing such Services.

You will receive a fee for marketing eligible Services when 1) you
identify the opportunity and perform the marketing activities, 2) you
provide us with 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.

Alternatively, you will receive a fee for a lead for eligible Services
when it 1) is submitted on the form we provide to you, 2) is for an
opportunity which is not known to us, and 3) 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 months.

If the Service is terminated within three months of the date payment
from the End User was due us, you agree to reimburse us for any
associated payments we made to you. The reimbursement may be prorated
if the Service is on a recurring charge basis.

We periodically reconcile amounts we paid you to amounts you actually
earned. We may deduct amounts due us from future payments we make to
you, or ask you to pay amounts due us. Each of us agrees to promptly
pay the other any amounts due.

Remarketing of Services

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

Services We Perform As Your Subcontractor

If approved on your Profile, we will provide terms in an applicable
Service Attachment governing our provision of the Services we perform
as your subcontractor. Such Services are those an End User purchases
from you under the terms of your service agreement.

14. Marketing of Financing

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, or the supplier, as appropriate.

15. Engineering Changes

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

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

1. your or your Customer's location for Machines for which we
provide Warranty Service; and

2. your location for other Machines.

Alternatively, we may provide you with the parts (at no charge) and
instructions to do the installation yourself. We will reimburse you for
your labor as we specify.

16. Ending the Agreement

Regardless of the contract duration specified in the Profile, or any
renewal period in effect, 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 (such as you not meeting your minimum
attainment), 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 do not comply with the terms of a transaction
document; 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.

At the end of this Agreement, you agree to:

1. pay for or return to us, at our discretion, any Products or
shrink-wrap Services for which you have not paid; and

2. allow us, at our discretion, to acquire any that are in your
possession or control, at the price you paid us, less any credits
issued to you.

Products and shrink-wrap Services to be returned must be in their
unopened and undamaged packages and in your inventory (or in transit
from us) on the day this Agreement ends. We will inspect them, and
reserve the right of rejection. You agree to pay all the shipping
charges.

At the end of this Agreement, each of us agrees to immediately
settle any accounts with the other. We may offset any amounts due
you against amounts due us, or any of our Related Companies as
allowable under applicable law.

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.

IBM Business Partner Agreement
North American Marketing Attachment
----------------------------------------------------------------------------

The terms of this Attachment are in addition to or modify and prevail over
the terms of the IBM Business Partner Agreement General Terms, the
Remarketer Terms Attachment, the Solution Provider Attachment, the Reseller
Attachment, the Systems Integrator Attachment, and the Attachment For
Financing Services From IBM Credit Corporation, as applicable.

1. Product Source

You may acquire Products from us in Canada and the United States.

2. Marketing of Products

You are approved to market Products, specified in your Profile in the
United States and Canada. Unless we specify otherwise when we approve
your value-added enhancement or solution, as applicable, if either is
required under the terms of the applicable Attachment, it is approved
in Canada and the United States.

3. Aggregation

Unless we specify otherwise in the Business Partner Exhibit, Products
acquired in either or both countries, will count toward your 1) minimum
attainment, and 2) determination of your discount, if applicable.

4. Export of Products

The "home country" is the country (either Canada or the United States)
1) in which you sign the IBM Business Partner Agreement or 2) which you
designate to us in writing is the "home country". The "alternate
country" (either Canada or the United States) is the other country in
which you are approved to market under the terms of this Attachment.

We will not export Products.

We will specify in the Exhibit the Products that are eligible for
export between the home country and the alternate country under the
terms of this Attachment. You may only export Products from your home
country. Products acquired in the alternate country must be shipped
from IBM to an End User in that country.

We will ship Products to you or your End User only in the country in
which you acquire the Products from us.

You are responsible for all costs and expenses associated with
exporting Products. This includes payment of transportation, duties and
other expenses resulting from the export of the Products.

You are responsible for complying with all applicable United States and
Canadian laws and regulations including, without limitation, United
States Department of Commerce regulations regarding the export of
restricted technology.

You are responsible for obtaining the necessary clearances required to
export or re-export from the country from which the Product was
acquired from IBM and import into the country of installation.

Within seven days of the date you export a Product, you agree to
provide to us the specific Product type/model and serial number of the
exported Product.

You agree to notify us in writing of the name and address of each End
User at which an exported Product has been installed within 10 days of
the Date of Installation.

5. Marketing of Services

You are approved to market Services under the terms available in the
country in which the Products are installed.

When you market Services with a Product which is installed in Canada,
IBM Canada Ltd. will pay you the applicable Canadian fee. Likewise,
when you market Services with a Product which is installed in the
United States, IBM Corporation will pay you the applicable fee.

6. Geographic Scope

All your rights and all IBM Canada's obligations are valid only in
Canada for Products installed, and for Services performed, in Canada.

All your rights and all IBM Corporation's (U.S.A.) obligations are
valid only in the United States and Puerto Rico for Products installed,
and for Services performed, in the United States and Puerto Rico.

7. Governing Law

For Products and Services acquired from us in Canada, the laws of the
Province of Ontario govern this Agreement.

For Products and Services acquired from us in the United States and
Puerto Rico, the laws of the State of New York govern this Agreement.

Unique Terms For Canada

Revision to the Remarketer Terms Attachment

If your Profile is signed in the United States, the following terms modify
the Remarketer Terms Attachment for the Products you acquire from us in
Canada:

Add the following as an additional section:

Order Acceptance

Subject to IBM Canada Ltd's. acceptance of your orders, transactions
between you and IBM Canada Ltd., and related local transaction documents
issued in Canada such as invoices, will be subject to the terms of the
Agreement.

When IBM Canada Ltd. believes it is required to withhold tax from IBM
Canada Ltd. payments to you under Canadian federal or provincial tax laws.
IBM Canada Ltd. will withhold and remit tax to the Canadian federal and
provincial governments, If IBM Canada Ltd. is assessed withholding taxes,
interest or penalties by such governments, with respect to payments made
to you, then you agree to reimburse IBM Canada Ltd. for such taxes,
interest and penalties.

Revision to the General Terms

The following terms are revised for the Products you acquire from us in
Canada:

Section 9 - Liability

In the subsection entitled "Our Liability":

1. In item 2, change "Products" to "negligence"

2. In item 3, change "loss or" to "direct"

3. In item 3, after "damage" add "arising from our negligence or
breach of this agreement, including fundamental breach, tort or
our misrepresentation,"

Revision to the Attachment For Financing Services From IBM Credit
Corporation

The following replaces the name of the document:

Attachment for Financing Services From IBM

The following replaces the last sentence of the first paragraph:
"We" refers to IBM.

Section 1 - Appointment as an Agent

In the first sentence delete "Credit Corporation".
After the word "Attachment" in the last line of the first paragraph
replace 'including its attached Exhibit "A".' with 'and IBM Canada
Financing Exhibit "A"."'

Section 2 - Our Relationship

In the subsection entitled "Other Responsibilities" in item g, replace
"Credit" with "Canada Financing".

In item r, replace "Credit" with "Canada Financing".

In the subsection entitled "We agree to:" in item b, replace "Credit" with
"Canada Financing".

Unique Terms For the United States
Revision to the Remarketer Terms Attachment

If your Profile is signed in Canada the following terms modify the
Remarketer Terms Attachment for the Products you acquire from us in the
United States:

Add the following as an additional section:
Order Acceptance
Subject to IBM Corporation's acceptance of your orders, transactions
between you and IBM Corporation, and related local transaction documents
issued in the United States, such as invoices, will be subject to the
terms of the Agreement.

When IBM Corporation believes it is required to withhold tax from IBM
Corporation payments to you under United States federal, state or local
tax laws, IBM Corporation will withhold and remit tax to the United States
federal, state or local governments. If IBM Corporation is assessed
withholding taxes, interest or penalties by such governments, with respect
to payments made to you, then you agree to reimburse IBM Corporation for
such taxes, interest and penalties.

Revision to the General Terms
The following terms are revised for the Products you acquire from us in
the United States:

Section 9 - Liability

In the subsection entitled "Our Liability":

1. In item 2, change "negligence" to "Products"

2. In item 3, change "direct" to "loss or"

3 In item 3, after "damage" delete "arising from our negligence or
breach of this agreement, including fundamental breach, tort or our
misrepresentation." Revision to the Attachment for Financing Services
from IBM

The following replaces the name of the document:

Attachment for Financing From IBM Credit Corporation

The following replaces the last sentence of the first paragraph:

"We" refers to IBM Credit Corporation.

Section 1 - Appointment as an Agent

In the first sentence change "Canada Financing" to "IBM Credit".

After the word "Attachment" in the last line of the first paragraph
replace "and IBM Canada Financing Exhibit "A"." with 'including its
attached Exhibit "A".

Section 2 - Our Relationship
In the subsection entitled "Other Responsibilities" in item g, replace
"Canada Financing" with "Credit".

In item r, replace "Canada Financing" with "Credit".

In the subsection entitled "We agree to." in item b, replace "Canada
Financing" with "IBM Credit".
Add the following as an additional section:

Remuneration
Replace "Exhibit A" with: "the IBM Canada Financing Exhibit A".

LIST OF BUSINESS PARTNER LEGAL NAMES IN CANADA OR THE UNITED STATES

Business Partner Country
Legal Name (U.S. or Canada)

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

You are authorized to operate under this Agreement using the following legal
names in the Canada or the United States, as specified below:

IBM Business Partner Agreement
Federal Government Remarketer Attachment
----------------------------------------------------------------------------

These terms are in addition to or modify the Remarketer Terms Attachment,
the Remarketer Terms Attachment for Workstation Software, the Business
Partner Agreement for Solution Providers, the Business Partner Agreement
for Resellers and the Service Provider-Remarketer Terms Attachment
for Managed Services Solution. These terms apply only when you market
Products and Services to a Federal Government End User.

1. FEDERAL GOVERNMENT END USER

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

2. TITLE

You may propose an integrated solution through a higher-tier federal
contractor in fulfillment of a specific government procurement where
title to the Machine passes ultimately to the federal government. In
no event shall you permit transfer of title for any Machine purchased
under this Agreement to other than the federal government. Under no
circumstances may you assign any of your responsibilities under this
Agreement to the Federal Government End User.

3. BUY AMERICAN ACT I TRADE AGREEMENTS ACT (BAA/TAA)

We make no representation or certification regarding the domestic or
foreign origin of Products we provide.

4. EXPORT OF PRODUCTS

When the federal government purchases Products and Services for its
own use outside the United States, (i.e., an embassy or military
installation) they do count 1) toward your minimum annual attainment
2) toward determination of your discount or price if the Products and
Services were acquired directly from IBM by you or 3) for determining
your marketing or promotional funds. Also, your future supply
allocations from IBM, if applicable, will not be affected. The
warranty for such Products will be voided unless the Product is
returned to the United States for warranty service. Title to the
Products must reside with the United States government, and the
United States government must be responsible for the Program
licenses.

5. ENDING THE AGREEMENT

If we terminate the Agreement without cause, we will permit you to
continue to market under the terms of the Agreement for 90 days after
the termination date. You agree to promptly withdraw any bids that

include Products and Services which were anticipated to have been
obtained under this Attachment unless we agree to terms and
conditions under the Federal Systems Integrator (FSI) Program (or
similar or successor program) for the bid as offered.

IBM Business Partner Agreement
Federal Government Certification Attachment
----------------------------------------------------------------------------

These terms apply only when you market to a Federal Government End User
under complementary marketing terms. This Attachment contains a summary of
certain federal government laws and regulations that apply when you market
to a Federal Government End User. Copies of these laws and regulations may
be obtained from us at your request. It is important that you understand
your responsibilities under them, since the federal government has a number
of remedies (such as levying fines and denying federal government
procurement awards) when a violation occurs. Please contact us if you have
any questions regarding this certification.

1. DEFINITIONS

Federal Government End User - is the federal government; a federal
government owned or affiliated (or sponsored) corporation; an organization
involved in federal procurement activities that are approved to procure
using our GSA Schedule Contract; and federal prime contractors and
subcontractors who are engaged in a specific federal procurement
opportunity.

Lobbying - is any communication you have with the federal government to
influence the award of a Federal Government End User contract to us.

Contractor Bid or Proposal Information - is a competitor's information
(including extracts), marked "Proprietary", which has been submitted
confidentially to the Federal Government End User by the competitor. It
includes information such as:

1. cost or pricing data;

2. indirect costs and direct labor rates;

3. proprietary information about manufacturing processes, operations or
techniques; and

4. information legended "Contractor Bid or Proposal Information" or marked
in accordance with FAR 52.215-12.

Source Selection Information is the following federal government information
(including extracts):

1. documents marked "Source Selection Information";

2. source selection plans;

3. source selection board, panel, or advisory reports;

4. bid prices or costs;

5. technical evaluation plans;

6. evaluation of proposals;

7. competitive range determination;

8. rankings of bids, proposals, or competitors; and

9. reports and evaluations of source selection panels, boards or advisory
councils.

2. FEDERAL GOVERNMENT LAWS AND REGULATIONS

Conflict of Interest

Certain conflict of interest laws and regulations limit our ability to do
business with Federal Government End Users if we have an unfair competitive
advantage because of a conflict of interest. We may have an unfair
competitive advantage if you (or anyone who you engage to assist you in
performing marketing for us):

1. have worked, or are working, with the federal government on a Federal
Government End User procurement opportunity for which you will provide
marketing for us;
2. have worked, or are working, with an anticipated or known bidder who
will compete at any contract level as a prime or subcontractor on a
Federal Government End User procurement opportunity for which you provide
marketing for us; or
3. have had, or have, access to Contractor Bid or Proposal or Source
Selection Information

Concerning a Federal Government End User procurement opportunity for which
you will provide marketing for us. If any of the above applies, provide us
with a nonconfidential description of each situation in the space provided
below. You agree to update this information in writing immediately when you
become aware of "Possible Conflicts of Interests" not already reported to us.

Possible Conflict of Interest

Procurement Integrity

The Procurement Integrity Act and regulations (collectively called the "PI")
prohibit certain activities during the federal government procurement
process.

The PI generally prohibits engaging in the following conduct during the
course of a Federal Government End User procurement:

1. discussing future employment or business opportunities with a federal
government employee who is personally and substantially involved in a
procurement unless special procedures are followed; and
2. obtaining, or disclosing any Contractor Bid or Proposal Information or
Source Selection Information without written federal government approval
from the head of the federal agency or designee.

In addition certain federal government employees may not accept compensation
from the contractor for a period of one year after participating in a $10
million transaction with the contractor.

For this purpose, a transaction includes participation in awarding a
contractor or subcontractor, establishing overhead or other rates and making
payments or settling a claim.

Lobbying
you agree that you will not lobby on behalf of IBM within the meaning of the
Lobbying Disclosure Act of 1995.

The following are not considered Lobbying, and do not have to be reported:

1. communications with a federal government agency that are required (for
example, by federal law or regulation) to receive an award.
2. certain marketing performed by you prior to formal solicitation by a
federal government agency. These include all pre-Request for Proposal
discussions regarding the qualities, characteristics, application,
adaptation, and terms of sales or service of our products; and
3. professional and technical services provided after a solicitation has
been issued. Such services, however, must be directly related to the
preparation, submission, or negotiation of the Federal Government End User
contract.

3. YOUR RESPONSIBILITIES

You agree to:

1. obtain Worker's Compensation and Employer's Liability Insurance;
2. comply with, and assist us in complying with all applicable federal laws
and regulations, including the federal regulations listed in this
Attachment. You agree to notify us in writing immediately if you believe
that you, or anyone assisting you to perform marketing may have violated
any of them;
3. provide us with the certifications and related information we request;
and
4. provide the Letter of Information for Federal Government Customers to
your End User.

Please return a copy of this Attachment to the IBM address specified in your
Profile.

IBM Business Partner name: _____________________________________
(type or print)

Date:

IBM Business Partner number:

IBM Business Partner address:

Any questions you have concerning this certification, or your
responsibilities under it, should be directed to IBM U.S. Federal Contracts
Relations Department.

List of Applicable Federal Regulations

Federal Acquisition Regulations (FAR)

52.203-3 Gratuities
52.203-5 Covenant Against Contingent Fees
52.203-6 Restrictions on Subcontractor Sales to the Government
52.203-7 Anti-Kickback Procedures
52.203-10 Price or Fee Adjustment for Illegal or Improper Activity
52.203-11 Certification and Disclosure Regarding Payments to Influence
Certain Federal Transactions
52.203-12 Limitation on Payments to Influence Certain Federal Transactions
52.204-2 Security Requirements
52.209-5 Certification Regarding Debarment, Suspension. Proposed
Debarment And Other Responsibility Matters
52.209-6 Protecting the Government's Interest when Subcontracting with
Contractors Debarred, Suspended, or Proposed for Debarment
52.222-1 Notice to the Government of Labor Disputes
52.222-3 Convict Labor
52.222-21 Certification of Nonsegregated Facilities
52.222-26 Equal Opportunity
52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans
52.222-36 Affirmative Action for Handicapped Workers
52.222-37 Employment Reports on Special Disabled Veterans and Veterans of
the Vietnam Era
52.223-1 Clean Air and Water Certification
52.223-2 Clean Air and Water
52.223-5 Certification Regarding a Drug Free Workplace
52.227-2 Notice and Assistance Regarding Patent and Copyright
Infringement
52.228-5 Insurance - Work on a Government Installation
52.233-3 Protest After Award
52.249-1 Termination for Convenience of the Government (Fixed Price)
(Short Form)
52.249-2 Termination for Convenience of the Government (Fixed Price)

General Services Administration Regulations (GSAR)

552.215-70 Examination of Records by GSA

IBM Business Partner Agreement
Attachment for Services Marketing for Remarketers
----------------------------------------------------------------------------

These terms prevail over and are in addition to or modify the Remarketer
Terms Attachment.

The following terms govern your marketing of Services the End User purchases
from you (or if you are our Distributor, from your Remarketer), and which we
perform under the terms of the IBM Agreement for Services Acquired from an
IBM Business Partner (IBM Service Agreement). We provide additional terms to
you, if any, in specific Service Attachments, or transaction documents.

1. IBM Services
Services may be either standard offerings or customized to the End
User's specific requirements. Each Service transaction may include one
or more Services that:

1. expire at task completion or an agreed upon date;

2. automatically renew as another transaction with a specified
contract period. Renewals will continue until the Service is
terminated; or

3. do not expire and are available for use until either of us
terminates the Service, or we withdraw the Service.

If we make a change to the terms of a renewable Service that affects
the End User's current Service Agreement contract period and the End
User considers it unfavorable and you advise us in writing, we will
defer the change until the end of that contract period.

2. Prices and Payment
The amount payable for a Service will be based on one or more of the
following types of charges:

1. recurring (for example, a periodic charge for support Services).

2. time and materials (for example, charges for hourly Services); or

3. fixed price (for example, a specific amount agreed to between us
for a custom Service).

Services we make available to you on a recurring-charge basis are made
available for the period indicated in our invoice, statement of work,
or other transaction document, as applicable. You may market such
Services only on a recurring charge basis.

We may increase recurring charges for Services, as well as hourly or
daily rates and minimums for Services we perform under the IBM Service
Agreement, by giving you three month's written notice. An increase
applies on the first day of the applicable invoice or charging period,
on or after the effective date we specify in the notice;

We may increase one time charges without notice. However, an increase
to one time charges does not apply to you if 1) we receive your order
before the announcement date of the increase, and 2) we make the
Service available within three months of our receipt of your order.

Charges for Services are billed as we specify, which may be 1) in
advance, 2) periodically during the performance of the Service, or 3)
after the Service is completed.

Prepaid Services must be used within the applicable contract period. If
we withdraw a Service for which you prepaid, and we have not fully
provided such Service, we will give a prorated refund. Unless we
specify otherwise, we do not give credits or refunds for unused prepaid
Services.

If an End User is eligible for a credit under the terms of the IBM
Service Agreement (for example, a satisfaction guarantee credit, or a
credit for withdrawn Services not fulfilled), you agree to ensure the
applicable prorated credit is issued to the End User. We will issue the
appropriate credit to you. If you are our Distributor, you agree to
issue the applicable credit to your Remarketer.

Additional Charges

We specify in the IBM Service Agreement additional charges that apply
under specific conditions. When applicable, such charges apply to you.
Depending on the particular Service or circumstance, if other charges
apply we will inform you in advance.

3. Notices

Each of us agrees to give the other a copy of notices or requests
received from or sent to an End User applicable to the IBM Service
Agreement.

You agree to ensure certain Services Attachments and transaction
documents, if any, are made available to End Users for their signature,
if required. Such documents may have terms in addition to those we
specify in the IBM Service Agreement.

4. Services Requirements Changes

During the Service period you may update the requirements, including
adding Products to be covered by the Service, as well as increasing the
Service requirements. We will adjust our invoicing to you accordingly.

5. Termination of Services

If either IBM or the End User does not meet its obligations concerning
a Service, the other party may terminate the Service. We will inform
you of any such termination.

For a Service the End User terminates, you agree to ensure we are
provided one month's written notice from the End User. For a Service
you decide to terminate, you agree to provide one month's written
notice to us and the End User.

When an expiring or renewable Service transaction is terminated, such
termination will result in an adjustment charge equal to the lesser of:

1. the charges remaining to complete the contract period; or

2. one of the following if specified in the transaction document -

a. the charges remaining to complete the contract period multiplied
by the adjustment factor specified; or

b. the amount specified.

You also agree to pay us for all Services we provide and any Material
we deliver through Service termination and any charges we incur in
terminating subcontracts.

Adjustment charges do not apply if you terminate:

1. a non-expiring Service on one month's written notice provided the
End User has met all minimum requirements specified in the
applicable Attachments and transaction documents, if any,

2. a renewable Service or a non-expiring maintenance Service on
written notice, provided the End User has met the minimum
requirements specified in the applicable Attachments and transaction
documents, if any, and any of the following circumstances occur:

a. the eligible Product for which the Service is provided is
permanently removed from productive use within the End User's
enterprise;

b. an increase in the Service charges, either alone or in
combination with prior increases over the previous twelve months, is
more than the maximum specified in

the applicable transaction document. If no maximum is specified,
then the circumstance does not apply;

c. the eligible location, for which the Service is provided, is no
longer controlled by the End User (for example, because of sale or
closing of the facility), or

d. the machine has been under maintenance Services for at least six
months and you ensure, for a Service the End User terminates, we
have been provided one month's written notice by the End User
prior to terminating the maintenance Service. For such Service
which you decide to terminate, you agree to provide one month's
written notice to us.

IBM Business Partner Agreement
Attachment for IBM as Subcontractor for Services
----------------------------------------------------------------------------

These terms prevail over and are in addition to or modify the Remarketer
Terms Attachment

IBM Services

1. Services

When you engage IBM as a subcontractor, Services may be either standard
offerings or customized to your specific requirements. Each Service
transaction is described in a statement of work and may include one or
more Services that:

1. expire at task completion or an agreed upon date;
2. automatically renew as another transaction with a specified
contract period. Renewals will continue until either of us
terminates the Service; or
3. do not expire and are available for your use until either of us
terminates the Service, or we withdraw the Service.

2. Personnel

Each of us is responsible for the supervision, direction, and control of
our respective personnel. We reserve the right to determine the assignment
of our personnel.

We may subcontract a Service, or any part of it, to subcontractors
selected by us.

3. Commitment of IBM Resources

You must obtain our written consent prior to each offer or commitment of
our resources you make.

4. Exclusive Remedy

You will include the following statement in your contract with your End
User:

(End User name)'s exclusive remedy for any and all damages under this
Agreement, including, but not limited to, consequential, indirect, or
special damages, is against (IBM Business Partner name) and not any
subcontractors.

5. Trademarks and Trade Names

Under this Attachment, i.e., when IBM provides Services as a
subcontractor, neither of us grants the other the right to use its (or any
of the Enterprise's) trademarks, trade names, or other designations in any
promotion or publication without prior written consent.

6. Price and Payment

The amount payable for a Service will be based on one or more of the
following types of charges:

1. recurring (for example, a periodic charge for support Services);

2. time and materials (for example, charges for hourly Services); or

3. fixed price (for example, a specific amount agreed to between us for a
custom Service).

Depending on the particular Service, or circumstance, additional charges
may apply (such as special handling or travel related expenses). We will
inform you in advance whenever additional charges apply.

Charges for Services are billed as we specify which may be in advance,
periodically during the performance of the Service, or after the Service
is completed.

Amounts are due upon receipt of invoice and payable as we specify in a
transaction document. You agree to pay accordingly, including any late
payment fee.

If any authority imposes a duty, tax, levy, or fee, excluding those based
on our net income, upon any transaction under this Agreement, then you
agree to pay that amount as specified in the invoice or supply exemption
documentation.

Recurring charges may be based on measurements of actual or authorized use
(for example, meter readings for maintenance Services). You agree to
provide actual usage data as we specify.

We may increase recurring charges for Services, as well as labor rates and
minimums for Services provided under this Agreement, by giving you three
months' written notice. An increase applies on the first day of the
invoice or charging period on or after the effective date we specify in
the notice.

You receive the benefit of a decrease in charges for amounts which become
due on or after the effective date of the decrease.

Services for which you prepay must be used within the applicable contract
period. Unless we specify otherwise, we do not give credits or refunds
for unused prepaid Services.

7. Materials Ownership and License

"Materials" are literary works or other works of authorship (such as
programs, program listings, programming tools, documentation, reports,
drawings and similar works) that we may deliver to you as part of a
Service. The term "Materials" does not include licensed program products
available under their own license agreement. We will specify Materials to
be delivered to you. We or third parties have all right, title, and
interest (including ownership of copyright) in Materials created during
the Service performance period or otherwise (such as those that preexist
the Service). We will deliver one copy of the specified Materials to you.
We authorize you to grant your End User an irrevocable, nonexclusive,
worldwide, paid-up license to use, execute, reproduce, display, perform,
and distribute, within their Enterprise only, copies of these Materials.
No other licenses or rights (including licenses or rights under patents)
are granted to you or your End User.

You agree to require your End User in any resulting contract to reproduce
the copyright notice and any other legend of ownership on any copies made
under the license granted in this Section.

Any idea, concept, know-how, or technique which relates to the subject
matter of a Service and is developed or provided by either of us, or
jointly by both of us, in the performance of a Service may (subject to

applicable patents and copyrights) be freely used by either of us.

8. Changes to Service Terms

We may change the terms of Services that are renewable or non-expiring by
giving you three months' written notice. However, these changes are not
retroactive. They apply immediately to renewal transactions and as of the
effective date we specify in the notice to all existing transactions. If
we make a change to the terms of a renewable Service that 1) affects your
current contract period and 2) you consider unfavorable, at your request,
we will defer it until the end of that contract period.

When both of us agree to change any Services statement of work other than
as described above, we will prepare a written description at the agreed
change (called a "Change Authorization"), which both of us must sign. The
terms of a Change Authorization prevail over those of the statement of
work and any of its previous Change Authorizations.

9. Automatic Renewal

We will renew automatically all Renewable Services for a same length
contract period unless either of us provides written notification (at
least one month prior to the end of the current contract period) to the
other, of its intent not to renew.

10. Termination and Withdrawal

Either of us may terminate a Service if the other does not meet its
obligations concerning the Service.

You may terminate a non-expiring Service, without adjustment charge, on
one month's written notice to us, provided you have met all minimum
requirements specified in the applicable Attachments and transaction
documents.

You may terminate a renewable Service and a non-expiring maintenance
Service without adjustment charge, on written notice to us, provided you
have met all minimum requirements specified in the applicable Attachments
and transaction documents and any of the following circumstances occur:

1. your End User permanently removes the eligible Product, for
which the Service is provided, from productive use within your End
User's Enterprise;
2. the eligible location, for which the Service is provided, is
no longer controlled by your End User (for example, because of
sale or closing of the facility); or
3. the machine has been under maintenance Services for at least
six months and you give us one month's written notice prior to
terminating the maintenance Service.

For all other circumstances, you may terminate an expiring or renewable
Service transaction on one month's written notice to us, but such
termination will result in adjustment charges equal to the lesser of:

1. the charges remaining to complete the contract period; or
2. one of the following if specified in the transaction document -
a. the charges remaining to complete the contract period
multiplied by the adjustment factor specified, or
b. the amount specified.

You agree to pay us for all Services we provide and any Materials we
deliver through Service termination and any charges we incur in
terminating subcontracts.

We may withdraw a renewable or non-expiring Service or support for an
eligible Product on three month's written notice to you. If we withdraw a
Service for which you have prepaid and we have not yet fully provided it
to your End User, we will give you a prorated refund. If we withdraw a
Service or terminate your IBM Business Partner Agreement, we may continue
to provide Services for the remainder of the contract period for which
you have already paid. However, no additional Services may be added.

Any terms which by their nature extend beyond termination or withdrawal
remain in effect until fulfilled and apply to respective successors and
assignees.

11. Service for Machines

We provide certain types of repair and exchange Service either at your
End User's or your location or at a service center to keep machines in,
or restore them to, conformance with their official published
specifications. We may repair the failing machine or exchange it at our
discretion.

When the type of Service requires that you or your End User deliver the
failing machine to us, you agree to ship it or have it shipped suitably
packaged (prepaid unless we specify otherwise) to a location we
designate. After we have repaired or exchanged the machine, we will
return it to you or your End User at our expense unless we specify
otherwise. We are responsible for loss of, or damage to, your End User's
machine while it is 1) in our possession or 2) in transit in those cases
where we are responsible for the transportation charges.

You agree to:

1. obtain authorization from the owner to have us service a machine
that your End User does not own; and
2. where applicable, before we provide Service -
a. follow the problem determination, problem analysis, and service
request procedures that we provide,
b. secure all programs, data, and funds contained in a machine, and
c. inform us of changes in a machine's location.

When Service involves the exchange of a machine or part, the item we
replace becomes our property and the replacement becomes your End User's.
You represent that all removed items are genuine and unaltered. The
replacement may not be new, but will be in good working order and at
least functionally equivalent to the item replaced. The replacement
assumes the warranty or Service status of the replaced item. Before we
exchange a machine or part, you agree to remove, or have removed, all
features, parts, options, alterations, and attachments not under our
service. You also agree to ensure that the item is free of any legal
obligations or restrictions that prevent its exchange.

Any feature, conversion, or upgrade we service must be installed on a
machine which is 1) for certain machines, the designated, serial-numbered
machine and 2) at an engineering-change level compatible with the
feature, conversion, or upgrade.

Repair and exchange Services do not cover:

1. accessories, supply items, and certain parts, such as batteries,
frames, and covers;
2. Machines damaged by misuse, accident, modification, unsuitable
physical or operating environment, or improper maintenance by you
or your End User;
3. Machines with removed or altered machine or parts identification
labels;
4. failures caused by a product for which we are not responsible; or
5. service of machine alterations.

We manage and install engineering changes that apply to IBM machines and
may also perform preventive maintenance.

We provide maintenance Services for selected non-IBM machines.

12. Other Maintenance Coverage

Whenever you order maintenance Services for machines, we will inform you
of the date on which maintenance Services will begin. We may inspect the
machine within one month following that date. If the machine is not in an
acceptable condition for service, you may have us restore it for a
charge. Alternatively, you may withdraw your request for maintenance
Services. However, you will be charged for any maintenance Services which
we have performed at your request.

13. Warranty for IBM Services

For each IBM Service, we warrant that we perform it:

1. using reasonable care and skill; and
2. according to its current description (including any completion
criteria) contained in an Attachment, or a transaction document.

14. Extent of Warranty

THIS WARRANTY IS YOUR EXCLUSIVE WARRANTY AND REPLACES ALL OTHER
WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

15. Items Not Covered by Warranty

We do not warrant uninterrupted or error-free operation of any
deliverable or Service.

Unless we specify otherwise, we provide Materials and non-IBM Services
WITHOUT WARRANTIES OF ANY KIND. However, non-IBM suppliers may provide
their own warranties to you.

IBM Business Partner Agreement
Attachment for ServiceSuite for Remarketers
----------------------------------------------------------------------------

These terms prevail over and are in addition to or modify the Attachment for
Services Marketing for Remarketers.

The following terms govern your marketing of ServiceSuite the End User
acquires from you or if you are our Distributor, from your Remarketer.

1. Scope of Services

We will provide to the End User the Services, selected by the End User
and described in the Statement of Work for Services Acquired from a
Business Partner - ServiceSuite (called "Statement of Work"), for the
Machines we specify (called "Eligible Machines"). The Eligible Machines,
the Services that apply to them, and the charges for these will be
identified in a Schedule. The Schedule will also identify the Specified
Locations at which the Services will be provided. A Specified Location
may be the End User's entire information processing environment, or a
portion thereof, which may be resident at multiple sites or a single
building.

2. Contract Period

Where the End User has selected a commitment of two, three, four, or five
years, Eligible Machines, Specified Locations, or new Services added to
the Statement of Work following its start date will assume the remaining
portion of the existing contract period.

Note: The phrase "contract period" in this Attachment refers only to
contract period of the Statement of Work and not to any contract period
referenced in the IBM Business Partner Agreement, including any of its
other attachments.

We will renew the Services that apply for each Specified Location on the
contract period end date for the number of years (called the "Renewal
Contract Period") specified. Thereafter, we will automatically renew for
same length periods unless you notify us in advance of the End User's
desire to change the length of the renewal. Charges will be recalculated
based on the length of the Renewal Contract Period and each subsequent
renewal period. Either of us can select not to renew by providing written
notification (at least one month prior to the end of the current contract
period) to the other of their decision not to renew.

3. Your Responsibilities

You agree to:

1. provide us with an inventory in which the End User has identified
all Eligible Machines to be covered at each Specified Location. All
Eligible Machines of the same type at a Specified Location must be
included in the coverage. You also agree to ensure that the End User
identifies all Eligible Machines for which we are to provide warranty
service;
2. notify us whenever the End User wishes to add Eligible Machine
types to an existing Specified Location or set up new Specified
Locations; and
3. provide us with information we request which is related to our
provision of these Services to the End User and notify us of any
changes.

4. Mutual Responsibilities
If at any time either of us or the End User requests a review of the
inventory count, each of us will cooperate in updating the last formal
inventory.

5. Automatic Inventory Increases

We will automatically increase the inventory count at a Specified

Location whenever:

1. an Eligible IBM Machine is added to the End User's inventory. If
the Machine is under warranty when added, maintenance Services will
commence at warranty exit. If the Machine is not under warranty when
added, maintenance Services will commence at the later of a) the date
of installation or b) the previous yearly anniversary of the start of
the contract period. IBM Machines specifically excluded from coverage
at contract period start will remain outside the scope of the contract
unless you request we add them during thecontract period. However, all
Eligible IBM Machines added to the End User's inventory during the
contract period will be included in the inventory count and receive
maintenance Services as set out in this Section; or

2. an Eligible Non-IBM Machine, of the same type as other Non-IBM
Machines already covered at that Specified Location, is added to the
End User's inventory. If the Machine is under warranty when added,
maintenance Services will commence at the later of a) the date of
installation or b) the previous yearly anniversary of the start of the
contract period.

The maintenance Services that apply for these Machines will be the same
as that which the End User is receiving for all other Eligible Machines
of the same type.

Newly installed IBM Machines of the same type for which the End User is
already receiving Warranty Service Upgrade will be added at date of
actual installation and will be covered at the same Warranty Service
Upgrade support level.

6. Charges and Payment

We specify applicable charges for the current contract year and the
associated payment option in the Schedule. We calculate our charges to
you based the End User's Machine volumes, Service selections, and payment
options.

You have one of three price protection options:

1. Price Protection for Each Contract Year Only

We may revise charges to you however, any rate increase will not take
effect until the next yearly anniversary of the start of the contract
period. At the start of each contract year, you will be invoiced at the
charge rates that are then in effect. We will not issue advance notice of
charge rate changes.

All newly added Eligible Machines and Services, as well as changes to
existing Eligible Machine configurations and Services, will assume the

charge rate that applied for these at the previous yearly anniversary of
the start of the contract period. Eligible Machines and Services that
become generally available during the contract period will be added at
the charge rate that applied on their initial availability date.

2. Price Protection for the Entire Contract Period

We will not increase charges for included Eligible Machine configurations
and Services for the entire contract period. All newly added Eligible
Machines and Services, as well as changes to existing Eligible Machine
configurations and Services, will assume the charge rate that applied for
these at contract period start. We will add Eligible Machines and
Services that become generally available during the contract period at
the charge rate that applied on their initial availability date. You will
receive the benefit of a decrease in applicable charges for amounts which
become due on or after the effective date of the decrease.

3. Price Protection for Contract Period Prepayment

If you elect to prepay for the entire contract period, you will not be
subject to increases in charges (during that period) for included
Eligible Machine configurations and Services. All newly added Eligible
Machines and Services, as well as changes to existing Eligible Machine
configurations and Services, will assume the charge rate that applied for
these at contract period start. Eligible Machines and Services that
become generally available during the contract period will be added at
the charge rate that applied on their initial availability date. If you
elect to have these charge terms apply for the Renewal Contract Period
charges (as recalculated at the start of each renewal period), you must
provide us written notification (at least one month prior to the start of
the renewal period) and prepayment for the entire renewal period.
Otherwise, charges for the renewal period will revert to a quarterly
billing cycle and the following will apply throughout the renewal period:

1. we may revise charges to you however, any rate increase will not
take effect until the next yearly anniversary of the start of the
contract period. At the start of each contract year, you will be
invoiced at the charge rates that are then in effect. We will not
issue advance notice of charge rate changes;

2. all newly added Eligible Machines and Services, as well as changes
to existing Eligible Machine configurations and Services, will assume
the charge rate that applied for these at the previous yearly
anniversary of the start of the contract period; and

3. Eligible Machines and Services that become generally available
during the renewal period will be added at the charge rate that
applied on their initial availability date.

Total Services charges may be adjusted whenever:

1. a review of the inventory count indicates a change from the last
accounting; or

2. a Specified Location, Eligible Machine type, or Service is added,
deleted, or changed.

For all Service charges based on usage, upon our request you will provide
us with the End User's actual meter reading recording the actual usage.

7. Termination

If a contract period of one contract year with a one year renewal is
selected, you may terminate Services for an Eligible Machine, on notice
to us, if the End User permanently removes it from productive use within
the End User's Enterprise. You or the End User may also terminate
Services for any or all Eligible Machines by providing us one month's
written notice, after they have been covered under the Statement of Work
for at least one year. You will receive a credit for any remaining
prepaid period associated with Services you or the End User terminate in
accordance with the provisions of the Statement of Work.

If a commitment of two, three, four, or five years is selected for all
Eligible Machines identified in the initial inventory, you or the End
User may terminate Services for an Eligible Machine (which is not being
removed from productive use within the End User's Enterprise or replaced
by an equivalent Eligible Machine or Service), you or the End User may do
so by providing us one month's written notice, after it has been covered
under this Statement of Work for at least one year, and paying an
adjustment fee. The adjustment fee is calculated by multiplying the
monthly charge by the number of years of the commitment, e.g., if the
number of years of the commitment is three, then the adjustment fee is
equal to the result of multiplying the monthly fee by the number three.

After allowing for applicable adjustments, you will receive a credit for
any remaining prepaid period associated with Services you terminate in
accordance with the provisions of the Statement of Work.

8. Satisfaction Guarantee

If, for any reason, the End User 1) is not completely satisfied with a
Service we provide to the
End User under the Statement of Work, 2) notifies us in writing within
one month of the time the End User first becomes dissatisfied and 3) we
are unable to resolve the problem to the End User's satisfaction, you
will receive a credit equal to the prorated charge for the Service for
the period of time the End User is dissatisfied.

9. ServiceSuite Service Packages

Detailed descriptions of the ServiceSuite Service Packages are available
from your IBM representative.

IBM Business Partner Agreement
Exhibit for ServiceSuite for Remarketers
----------------------------------------------------------------------------
Exhibit No.: SSR-029 Effective Date: December 1, 2002

When identified with an "A" In the "Distributor" column, the service Is
available to Distributors at the discount specified in the Distributor
Schedule A. When identified with a "--" in this column, the service is
available to Distributors at the remarketing discount specified in this
table.

[* 6 pages of tables omitted]

IBM Business Partner Agreement
Attachment for Financing Services
From IBM Credit Corporation
----------------------------------------------------------------------------

The terms of this Attachment modify or are in addition to and prevail over
the IBM Business Partner Agreement - General Terms, the IBM Business Partner
Agreement for Solution Providers, the IBM Business Partner Agreement for
Resellers, and the Service Provider-Remarketer Terms Attachment for Managed
Services Solution, as applicable. "We" refers to IBM Credit Corporation.

If you are an IBM Distributor, any term regarding your activities or
responsibilities with an End User may be performed by you. Alternatively,
such activities may be performed by your IBM approved Solution Provider or
Reseller, as applicable. In such case, you are responsible to ensure the
Solution Provider or Reseller has been approved under the terms of this
Attachment.

1. Appointment as Agent

We appoint you as our agent under the terms of this Attachment solely
for the purpose of offering to End Users IBM Credit Corporation
financial products ("Financing Services") for Products and Services and
any associated products and services you market, and to advertise
availability of our offerings; both subject to terms in this Attachment
including its attached Exhibit "A".

This relationship between you and us is that of agent and principal, and
is not a joint venture, partnership, employer/employee relationship or a
joint enterprise of any kind. Except as specifically permitted herein,
neither of us is permitted to represent the other, bind the other by its
own acts, or control the manner, means or prices of such other's
business.

2. Our Relationship

Responsibilities

Each of us agrees that:

a. we reserve the right, without liability to you, to discontinue or
vary availability of Financing Services to you, a specific End User or
End Users generally:

b. we reserve the right for any reason not to accept all or part of
any proposed Financing Services proposal;

c. we may issue, without notice under this Attachment, additional
Exhibits, which will apply to Financing Services proposals you submit
to us following the effective date of such Exhibit;

d. we have no right to affect your pricing of products and services
and items which are to be financed under this Agreement;

e. you will not make any representations, warranties or promises of
any type on our behalf to End Users or any other parties, unless
specifically authorized by us; and

f. you have no authority to negotiate terms or conditions of our
financing agreements, or to change or alter any prices provided by us.

Other Responsibilities

You agree:

a. to designate a point of contact within your organization who will
serve as the primary point of contact for matters relating to the
business relationship with us;

b. to present to each End User interested in obtaining financing for
information technology equipment and related programs and services,
a Financing Services proposal approved in advance by us. You will
ensure that the End User clearly understands that Financing Services
are being provided directly from us as lessor or, in the case of
government or government sub-contractor End Users, as financier.
Unless we specify otherwise you will also attach a copy of our
standard financing agreement and make certain that the End User
agrees that only our terms will apply to the Financing Services being
provided;

c. to encourage participation in education which we provide for your
employees involved in the selling of our Financing Services;

d. to assist us in obtaining financial information we require from a
potential End User in order to perform a credit evaluation;

e. to provide administrative assistance to ensure completion of
transactions, e.g., provide us with information required to generate
financing rates and financing contracts, including hardware
configurations and descriptions of charges for programs and
services, and ensure that documentation we require to initiate the
financing transactions is executed by the End User;

f. to make End Users aware that their signature on our financing
agreement is an offer looking to financing from us and is not
binding on us unless and until accepted by us in writing;

g. to comply with our procedures relating to financing originations,
including providing End Users, before obtaining their signatures,
with the current version of any financing agreement and
documentation we supply, and any relevant IBM Credit customer
brochures;

h. to resolve any End User issues or questions relating to supply and
performance of Machines, Programs, or Services arising during your
relationship with the End User;

i. to warrant to us that products to be sold by you and financed by us
are new and if not new, then identified as such and conveyed to us
with good and valid title, free of all encumbrances;

j. to warrant to us that you will remain fully responsible for all
warranty and similar obligations to the End User, in the same manner
and to the same extent as if the End User acquired the products from
you without any financing from us;

k. if you request that program costs or fees be included in the
Financial Services proposal and we approve and pay you directly, that
all obligations concerning the program and its use, remain between
the End User and either you or the program provider, and not us;

l. that, aside from the End User's obligation to pay us, no rights or
duties as to the program apply to us and you will take no action
which contradicts this;

m. to provide us with, or assist us in obtaining, your invoices and
invoicing documentation for all machines, programs and services being
provided to the End User and financed by us. Invoices must accurately
provide description of the machines, programs and services, End User
name, invoice number, purchase amount and payee name and address;

n. to ensure your invoices or invoicing documentation accurately
provides machine's serial number, and the detail of the machines,
programs and services you have sold, along with the specific End
User price associated with each;

o. to report, collect and remit any taxes you are responsible for
levied in connection with your licensing programs, selling machines
and providing services;

p. to warrant to us that all services to be performed by you or your
designees and financed by us were bargained for by the End User and
if for any reason the services are not performed you will immediately
notify us and we will negotiate appropriate adjustments with you or
the End User;

q. to ensure that no misleading or false representations are made in
relation to the Financing Services arrangements; and

r. to ensure that all advertising which references our offerings
conforms to the IBM Credit Advertising Guidelines for Business
Partners, and to review with us any advertising not conforming to
such guidelines prior to presentation.

We agree to:

a. designate a point of contact within our financing organization to
serve as the primary point of contact for you;

b. provide financing to your IBM Credit approved End Users for their
information technology equipment and related programs and services;

c. deliver financing proposals to you in a timely fashion;

d. provide appropriate educational offerings for your personnel in
order to help them more effectively market our Financing Services;
and

e. provide payment of the documented purchase price and programs and
services charges for any financing transaction with the End User.
Payment will be made during the settlement period upon our receipt
of the required documentation.

3. Remuneration

If we offer you fees for End User financing transactions under the terms
of this Attachment, we will specify such fees in Exhibit A.

4. Trademarks

Under the terms of this Attachment, neither party shall have, without
the other party's prior written consent, the right to use the other's
trademarks or trade names, or to refer to the other party directly or
indirectly in connection with any product, promotion or publication.

5. Termination of Appointment

You may terminate this appointment at any time by providing written
notice to us. We may terminate this appointment at any time by providing
you with 30 days prior written notice. We may terminate this Attachment
if the Business Partner Agreement between you and IBM ends. No further
Financing Services transactions initiated by you and submitted to us
after we provide such notice will qualify for the terms in this
Attachment.

IBM Business Partner Agreement
Marketing of Used Equipment Attachment
----------------------------------------------------------------------------

The terms of this Attachment apply to Used Equipment Products (Used
Equipment) you acquire from the IBM Credit Corporation under the terms of
its Agreement (IBM Credit Corporation Agreement). The terms regarding your
acquisition of Used Equipment from IBM Credit Corporation are covered by the
terms of the IBM Credit Corporation Agreement between you and the IBM Credit
Corporation.

All acquisition terms (for example, ordering and delivery, price, and
inventory adjustment) of the IBM Business Partner Agreement are not
applicable to Used Equipment. The terms of the IBM Business Partner
Agreement apply only to the marketing of Used Equipment.

A breach of the terms of the IBM Credit Corporation Agreement is grounds for
us to terminate our approval of you under the terms of this Attachment as
well as our approval of you under the terms of your IBM Business Partner
Agreement.

Exclusions

Used Equipment sales revenue and volumes do not count toward any of
your measurements (for example, Minimum Annual Attainment or marketing
funds) nor towards determining your discount

----------------------------------------------------------------------------
This Attachment and the referenced IBM Business Partner Agreement are the
complete agreement regarding this relationship, and replace any oral or
written communications between us. By signing below, each of us agrees to
the terms of this Attachment. Once signed, 1) any reproduction of this
Attachment made by reliable means (for example, photocopy or facsimile) is
considered an original, to the extent permitted under applicable law, and 2)
all activities you perform under this Attachment are subject to it.

Agreed to: Business Partner Agreed to:
Country Organization name)

By __________________________ By __________________________
Authorized Signature Authorized Signature

Name (type or print): Name (type or print):

Date: Date:

IBM Business Partner address: IBM Address:

After signing, please return a copy of this Attachment to the IBM address
shown above.

IBM Business Partner Agreement
Attachment for the Acquisition of IBM Personal
Computer Products and Services from IBM PartnerChoice
----------------------------------------------------------------------------

The terms of this Attachment are in addition to or modify and prevail
over the terms of the IBM Business Partner Agreement for Resellers, the
IBM Business Partner Agreement for Solution Providers, and the Remarketer
Terms Attachment.

Under the terms of this Attachment, you may acquire IBM Personal Computer
Products and Services we specify, from IBM PartnerChoice. If applicable,
you remain eligible to acquire these Products and Services from any IBM
Personal Computer Distributor.

Prices

We may approve additional discounted pricing for a specific End User
opportunity you identify at the time of order. Sale of discounted
Products and Services to an End User other than the specified End User,
if applicable, or to an End User for other than its own internal use, or
other sales in violation of the IBM Business Partner Agreement are
ineligible for discounts. Such sales may result in the termination of
this Attachment and your Business Partner Agreement and recovery by IBM
of the discount amount, in addition to any other remedies available to
IBM under the Business Partner Agreement.

Our price to you is the price in effect on the date we receive your
order. However, a price credit adjustment will be made for Products and
Services where the ibm.com price has been reduced prior to or on the date
of shipment or the Service start date, as applicable.

Products and Services are not eligible for price adjustment if we
decrease the price after shipment.

Ordering and Delivery

We will ship Products and Services, to your address, your End Users
address, or if you are an IBM Distributor, your resellers address, as you
specify in your order.

Upon becoming aware of any discrepancy between our shipping manifest and
the Products and Services received from us, you agree to notify us
immediately. We will work with you to reconcile any differences.

Although we do not warrant delivery dates we will use reasonable efforts
to meet your requested delivery dates.

We select the method of transportation and pay associated charges for
Products and Services we ship. Other transportation options may be
available. If you select any such option, we will specify if you are
responsible for any applicable charges.

We will use reasonable efforts to meet your request for modification or
cancellation of an order if we receive your request a minimum of 10
business days before the order is scheduled to be shipped. We may apply a
cancellation charge for any such orders we cancel. We will inform you if
a cancellation charge applies and where such charge is specified.

We transfer a Machine's title to you upon shipment. Any prior transfer of
title to a Machine reverts back to IBM when it is accepted by us as a
returned Machine.

We do not transfer title to Programs.

For each Machine, IBM bears the risk of loss or damage up to the time it
is delivered to the IBM-designated carrier for shipment to you or, if you
request and IBM agrees, your Customer. Thereafter, you assume the risk.
The Machine will be covered by insurance, arranged and paid for by IBM
for you, covering the period until it is delivered to you or your
Customer. For any loss or damage, you must 1) report the loss or damage
in writing to IBM within 30 calendar days of delivery and 2) follow the
applicable claim procedure.

Reseller Tax Exemption

You agree to provide us with your valid reseller exemption document for
each applicable taxing jurisdiction to which we ship Products and
Services. If we do not receive such documentation, we will charge you
applicable taxes and duties. You agree to notify us promptly if this
documentation is rescinded or modified. You are liable for any claims or
assessments that result from any taxing jurisdiction refusing to
recognize your exemption.

Installation and Warranty

We provide instructions to enable the setup of Customer-Set-Up-Machines.
We are not responsible for the installation of Programs on non-IBM
Machines. We do, however, pre load Programs onto certain Machines. We
provide a copy of our applicable warranty statement to you. You agree to
provide it to the customer for review before the sale is finalized,
unless we specify otherwise.

We calculate the expiration date of an IBM Machine's warranty period from
the Machine's Date of Installation. Warranty terms for Programs are
described in the programs' license terms. We provide non-IBM Products
WITHOUT WARRANTIES OF ANY KIND, unless we specify otherwise. However,
non-IBM manufacturers, suppliers or publishers may provide their own
warranties to you.

For non-IBM Products we approve you to market, you agree to inform your
customer in writing 1) that the Products are non-IBM, 2) the manufacturer
or supplier who is responsible for warranty (if any), and 3) of the
procedure to obtain any warranty service.

The Date of Installation for a Customer-Set-Up Machine

The Date of Installation for a Customer-Set-Up-Machine is the date the
Machine is installed which you or your Remarketer, if applicable, record
on the End Users sales receipt. You must notify us of this date upon our
request.

General

We may audit your records regarding your marketing of the IBM Personal
Computer Products and Services you acquire from IBM PartnerChoice. You
agree to provide us with copies of invoices, delivery documents and other
related documents on our request.

Products and Services you order under the terms of this Attachment:

1. may not be returned to us, other than those determined to be
defective on arrival (DOA); and
2. are eligible for applicable marketing and promotional offerings.

If we terminate this Attachment, we may do so without prior notice.

We may modify the terms of this Attachment on one months written notice.
Such changes are not retroactive.

____________________________________________________________________________

By signing below, you agree that you have read and agree to the terms and
conditions that govern acquisition of IBM Personal Computer Products and
Services from IBM PartnerChoice.

Agreed to: Agreed to:
IBM Business Partner Organization International Business Machines

By:__________________________ By:_________________________

Name (type or print): Name (type or print):

Date: Date:

Address: Address:

IBM Location ID: ________________
Phone Number: _______________________
e-Mail Address: _____________________________

IBM Business Partner Agreement
Internet Service Provider Attachment
----------------------------------------------------------------------------

The applicable terms of this Attachment apply to Business Partners approved
for Products and Services we specify as available for marketing as part of a
Managed Services Solution.

The following are additional terms to the Business Partner Agreement.

Managed Services Solution

Managed Services Solutions include those solutions for which you a)
manage a revenue generating network and b) provide solutions that
operate exclusively on End User data.

You may either retain title to the Machines which are used in
conjunction with your Managed Services Solution or pass title to the
End User.

Such solutions must connect to and utilize the revenue generating
network and include at least one of the following 1) Internet access,
2) Web e-commerce, or application hosting or 3) Internet, intranet, or
extranet services.

Use of an Agent

Under the terms of this Attachment, you may engage an agent only to
assist you in your marketing activities for your approved Managed
Services Solution. You retain all responsibilities and obligations of
your IBM Business Partner Agreement.

You agree to inform your agent that regardless of the relationship they
may have with IBM, if any, when they are acting on your behalf, they
may not use the IBM logo, IBM Business Partner Emblem, represent
themselves as an IBM Business Partner or make any representations on
behalf of IBM. You are responsible for all their activities when they
are acting on your behalf under the terms of this Attachment.

Programs

When, as part of your Managed Services Solution, you acquire an IBM
Program for installation on a machine and you control the Program and
you and the End User have access to such Program, regardless of the
machine's physical location, you are the Program's licensee.

When, as part of your Managed Services Solution, you acquire an IBM
Program for installation on a machine and the End User has access to
and control of the Program, regardless of the machine's physical
location, the End User is the Program's licensee. You market such
Programs under the applicable remarketer terms of the Agreement.

Ordering and Delivery

You must advise us at the time of order if you will retain title for
the Products you are ordering.

IBM
APPROVED VALUE ADDED ENHANCEMENTS
----------------------------------------------------------------------------

The following listing confirms the IBM approved Value Added Enhancements
(VAE) or Approved Solutions (AS) your firm is approved to market under
the terms and conditions of your authorized IBM Business Partner Agreement
and Profile.

Jack Henry & Associates, Inc.
Product
VAE or AS
Exhibit Approval Date

RS6O 10-30-02
Episys
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
pSeries and RS/6000 - all models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or
If jointly marketing - installation and implementation of an eligible
IBM product when sold by Jack Henry & Associates, Inc.; with the
following application and listed modules:

Episys
Modules: Share Accounting, Share Draft Account, General
Ledger, Loan Accounting, Certificates of Deposit

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates. Inc. to
jointly market

A400 10-30-02
RS60
Internet Managed Services
INDUSTRY: Outsourcing

ELIGIBLE PRODUCTS:
o iSeries and AS/400 - Entry and Growth models
o Netfinity - All models
o pSeries and RS/6000 - All models
o Storage - All models
o POS - 4614, 4694, 4800, 4840
o zSeries and S/390 --All models

MINIMUM VAE SOLUTION REQUIREMENTS

o To meet the requirements of this VAE, the Business Partner
- Manage a revenue generating network
- Provide solutions that connect to and utilize the network
- Manage and deliver solutions/services that fall into
one or more of the following areas:

1. Internet Access
Basic Access: dial-up, dedicated line, or wholesale bandwidth:
-- Search and navigation
-- Advanced media
-- IP backbone
-- Connectivity services

2. Web e-commerce, or application hosting services
Shared, dedicated, or co-located hosting, such as:
-- Content hosting
-- Collaboration hosting
-- Commerce hosting, e-payments, electronic storefront
-- Multimedia hosting
-- Transaction hosting
-- Application hosting

3. Internet, intranet, or extranet services:
Internet Protocol (IP)-based higher value added
services, such as:
-- Virtual Private Networks
-- Voice over Internet Protocol (VoIP)
-- Message services: e-mail, fax, telex, unified messaging
-- Content aggregation; portals, vertical portals
-- Trading networks
-- Exchanges, auctions, marketplaces
-- Security services
-- Application services
-- Internet network management
-- Subscriber services and billing

o Configuration, integration, implementation, and customization of the
VAE's solutions/offerings with the eligible products.

o Billed Value Measurement required: No (BVM is not applicable to
zSeries, S/390, storage or Netfinity products)

o Face-to-Face Meeting required: No

o zSeries Face-to-Face Meeting required: No

o zSeries Operating System Currency required: No

MINIMUM FIRM ELIGIBILITY REQUIREMENTS
o Approval by the Director, Global Services Provider Sales, IBM Global
Channel Sales

o zSeries Brand approval for zSeries or S/390 products

Competitive System Conversion
INDUSTRY: Cross

ELIGIBLE PRODUCTS:
o iSeries -- Entry and Growth models
o pSeries and RS/6000 --All models
o MES Processor/Model Upgrades -- No

MINIMUM VAE SOLUTION REQUIREMENTS:
o Sale, installation, and implementation of an eligible product and
associated operating system at a customer establishment where you
convert and/or port one or more programs or applications and data
from a competitive vendor's system to a current-technology IBM system

o Perform pre-procurement marketing activities, such as analyzing
customer requirements, mapping to IBM solutions, and recommending
appropriate alternatives

o Proposal to the customer must include the new system configuration in
detail: a complete listing of the hardware, software, and services to
be provided

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Certification Requirements: One IBM eServer sales and technical
certification at the firm level for each server product applicable
to the end-user solution

o Sales Location Required: No

o Business Partners approved for this VAE may compete equally with
all other VAEs

A400 11-16-02
CIF 20/20

INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o iSeries and AS/400 - Entry and Growth models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry
& Associates, Inc.; with the following application and listed modules:

CIF 20/20

Modules: Customer Information File and at least four of the
following: Customer Profitability, Demand Deposit Accounting,
Savings Accounting, Club Accounting, Account Analysis,
Overdraft Protection, Cash Sweep, Account Reconciliation,
Time Deposit Accounting, Repurchase Agreements, Individual
Retirement Accounting, Automatic Funds Transfer, ACH
Origination, General Ledger, Accounts Payable, Equity Loans,
Loan Pricing, Safe Deposit Box Accounting, Audit Confirmations,
Stockholder Accounting, Executive Reminder System, Loan
Collections, Cash Reserve, Loan System, Gap Analysis, Report
Distribution System, Job Accounting, Collateral Tracking,
Enhanced Statement, Enhanced Account Analysis, Cash
Management, JHA StreamLine Platform System

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry &
Associates, Inc. to jointly market

A400 11-16-02
SilverLake System
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o iSeries and AS/400 - Entry and Growth models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry &
Associates, Inc.; with the following application and listed modules:

SilverLake System
Modules: Customer Information File and at least four of the
following: Customer Profitability, Demand Deposit Accounting,
Savings Accounting, Club Accounting, Account Analysis,
Overdraft Protection, Cash Sweep. Account Reconciliation,
Time Deposit Accounting, Repurchase Agreements, Individual
Retirement Accounting, Automatic Funds Transfer, ACH
Origination, General Ledger, Accounts Payable, Equity Loans,
Loan Pricing, Safe Deposit Box Accounting, Executive Reminder
System, Loan Collections, Cash Reserve, Loan System, Gap
Analysis, Report Distribution System, Job Accounting, Collateral
Tracking, Enhanced Statement, Enhanced Account Analysis.
Cash Management, JHA StreamLine Platform System

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:

o Marketing rights from or selected by Jack Henry & Associates, Inc.
to jointly market

A400 11-16-02
PassPort.pro
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o iSeries and AS/400 - Entry and Growth models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM Product when sold by Jack Henry
& Associates, Inc.; with the following application and listed modules:

PassPort.pro
Modules: Communications link between the core processing
systems and the ATMs and at least four of the following: On-line
Memo Posting, Stand-in Processing, Automatic Negative File
Update, Switched Network Support, Switch Certification,
Hardware Encryption/Decryption, Multiple PC Support, Pager
Support, Full Message Logging, Automatic Settlement, Full
Transaction Logging, ARM Status Inquiry, Up to 99 Service
Charge Combinations, Card Maintenance, ATM and Customer
History Inquiries, Settlement/Maintenance/Exception Reports,
Cash and POS Withdrawal Limits

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates, Inc.
to jointly market

A400 11-16-02
Liberty
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o iSeries and AS/400 - Entry and Growth models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry &
Associates, Inc.; with the following application and listed modules:

Liberty

Modules: Customer Information File and at least four of the
following: Customer Profitability, Demand Deposit Accounting,
Savings Accounting, Certificate of Deposit Accounting,
Individual Retirement Accounting, Commercial Loan
Accounting, Installment Loan Accounting, Mortgage Loan
Accounting, Account Reconciliation, Automatic Clearing
House, On-line Proof of Deposit. Financial Information System,
Asset and Liability Management, Executive Information System

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates, Inc.
to jointly market

A400 11-15-02
SuperCheck Proof of Deposit
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o iSeries and AS/400 - Entry and Growth models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry &
Associates, Inc.; with the following application and listed modules:

SuperChek Proof of Deposit
Modules: On-line Reject Re-entry, On-line Balancing, Cash
Letters, High Dollar Cutoff, Transit/Routing Number Repair,
Process Control, Programmable Ink Jet Messages, Audit Trail,
U.S. and Canadian Item Capabilities, Interface, Remote Job
Entry and Printback, User Defined Tables

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates, Inc.
to jointly market

A400 11-16-02
SuperSORT
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o Series and AS/400 - Entry and Growth models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry &
Associates, Inc.; with the following application and listed modules:

SuperSORT
Modules: Cycle Sort, Bulk Filing of Checks, Fine Sorts,
Exception Sorts, Statement Sorts, User Defined Special
Sorts, Menu Driven Operations, Check Sorting

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates, Inc.
to jointly market

A400 11-16-02
SuperIMAGE
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o iSeries and AS/400 - Entry and Growth models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry &
Associates, Inc.; with the following application and listed modules:

SuperIMAGE
Modules: Check Sorting, Proof of Deposit, Image Archive,
Image Statements, Remote Image Capture, Statement
Preparation/Rendition

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates, Inc.
to jointly market

A400 11-16-02
TimeTrack
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o iSeries and AS/400 - Entry and Growth models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry &
Associates, Inc.; with the following application and listed modules:

TimeTrack
Modules: Electronic Time and Attendance, Multi-Company
Processing, Electronic Deposit, Voluntary Deductions, 401K
Processing, On-line Inquiry, Quarter-end/Year-end Processing,
EEO Reporting, Applicant Tracking, COBRA Tracking, Job
Posting Tracking

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates, Inc.
to jointly market

A400 11-16-02
lmageMAX
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o iSeries and AS/400 - Entry and Growth models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry &
Associates, Inc.; with the following application and listed modules:

ImageMAX
Modules: Check Sorting, Exception Item Processing, Proof of
Deposit, Image Archive, Image Statements, Check Transaction
Processing

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates, Inc.
to jointly market

A400 11-16-02
Vertex Teller
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o iSeries and AS/400 - Entry and Growth models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry &
Associates, Inc.; with the following application and listed modules:

Vertex Teller
Modules: Customized Transaction Setup, Balancing Functions,
Research Functions, Electronic Journal, Statistical Reports,
Branch Comparisons, Performance Recap, Alert and CIF
Message, Memo Posting and Host Application Inquiry

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates, Inc.
to jointly market

A400 11-16-02
Peerless2l
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o iSeries and AS/400 - Entry and Growth models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry &
Associates, Inc.; with the following application and listed modules:

Peerless2l
Modules: Customer Information File, Demand Accounting,
Bulk Filing, Savings Accounting, Certificate of Deposit
Deposit, Safe Deposit Box Rental, Stockholder Accounting,
Installment Loans, Mortgage Loans, Commercial Loans,
Loan Pricing, Asset/Liability Management, Account Analysis,
Automatic Funds Transfer, Automatic Clearing House, Audit
Confirmation

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates, Inc.
to jointly market

A400 11-16-02
Conductor
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o Series and AS/400 - Entry and Growth models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry &
Associates, Inc.; with the following application and listed modules:

Conductor
Modules: Share Accounting, Loan Accounting, Share Drafts,
Certificates of Deposit, Payroll, Automatic Funds Transfer,
Subsidiary Shares, General Ledger

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates, Inc.
to jointly market

RS60 11-15-02
Core Director
INDUSTRY: Finance

ELIGIBLE PRODUCTS:
o pSeries and RS/6000 - all models

MINIMUM VAE SOLUTION REQUIREMENTS:
o If marketing rights - sale, installation and implementation of an
eligible IBM product; or If jointly marketing - installation and
implementation of an eligible IBM product when sold by Jack Henry &
Associates, Inc.; with the following application and listed modules:

Core Director
Modules: Central/Personal File and at least four of the
following: Demand Deposit Accounting, Account Analysis,
Certificates of Deposit, Loan Accounting, Individual Retirement
Accounting, Savings Accounting, Inter Branch Accounting,
General Ledger, Report Generator

o Billed Value Measurement required: No

o Face-to-Face Meeting required: Yes

MINIMUM FIRM ELIGIBILITY REQUIREMENTS:
o Marketing rights from or selected by Jack Henry & Associates, Inc.
to jointly market

---------------------------------------------------------------------------
The following listing confirms the IBM approved VAEs that require an
authorized sales location. You are approved to market under the terms and
conditions of your authorized IBM Business Partner Agreement and Profile
at these authorized sales locations. VAEs that do not require an
authorized sales location may be marketed by any sales location for your
firm under the terms and conditions of your IBM Business Partner
Agreement, Profile and applicable Attachments and Exhibits.
Location ID

City VAE
Location ID Product State or Approval
LOC/ID Exhibit Province Date VAE Title
------ ------- -------- ---- ---------