1
EXHIBIT 10.12
HEWLETT-PACKARD COMPANY
U.S. AGREEMENT FOR AUTHORIZED RESELLERS
SIGNATURE PAGE

ICN # 1988
LEGAL BUSINESS NAME DAISYTEK
ADDRESS 500 NORTH CENTRAL EXPRESSWAY FIFTH FLOOR
CITY, STATE, ZIP PLANO TX 75074
PHONE, FAX # (800) 527-4212
E-MAIL/INTERNET ADDRESS _____________________________________________________
DBA(s) _____________________________________________________

THE DOCUMENTS BELOW GOVERN THE RELATIONSHIP BETWEEN HP AND YOU FOR THE PURCHASE
AND RESALE OF HP PRODUCTS.

AGREEMENT: AMENDMENTS:

X U.S. Reseller U.S. International Direct VAR
------ ------

ADDENDA: EXHIBITS:

U.S. Dealer EXHIBIT L Approved Locations
------ ------
U.S. GSA Schedule Holder EXHIBIT U11 Calculator and Palmtop Computing Products
------ ------
X U.S. Office Machine Distributor EXHIBIT UD Calculator Distributor Products
------ ------
U.S. Cad/Specialty VAR Distributor *EXHIBIT U201 SEE EXHIBIT ELECTION BELOW
------ ------
U.S. Calculator Dealer EXHIBIT U40A Accessory Products
------ ------
U.S. Calculator Distributor EXHIBIT U40C Consumable Products
------ ------
U.S. Direct Value Added Reseller X EXHIBIT U41A Suppliers Reseller Accessory Products
------ ------
X U.S. Supplies Reseller X EXHIBIT U41C Suppliers Reseller Consumable Products
------ ------
U.S. Consumer Products Distributor X EXHIBIT U60 Office Machine Distributor Products
------ ------
EXHIBIT U80D Cad/Specialty VAR Distributor Products
------
EXHIBIT U82D DesignJet Specialty Distributor Products
------

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EXHIBIT ELECTION

Reseller and HP agree that Reseller volume level at Net Reseller Price, for
HP Products on these Exhibits, noted with a (*) above, for the term of this
Agreement is:

EXHIBIT U201
COMPUTER RELATED PRODUCTS

LEVEL I $50,000,000 - 134,999,999
-----
LEVEL II $135,000,000 - and up
-----

SHIPMENT ELECTION
Please check one. Shipment elections made on March 1, 1997 regarding shipping
options to all products on Exhibits designated with an (*) above.

OUTLET HP will ship to all Reseller's approved shipment locations as listed on Exhibit L.
- -----
CENTRALIZED HP will ship to no more than six approved shipment locations as listed on Exhibit L.
- -----

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STATEMENT OF OWNERSHIP:

Form of Corporation: (i.e., Corporation, General Partnership, Limited
Partnership, Sole Proprietor): _______________________________________

For a Corporation, specify whether: Publicly Held: ____________
Privately Held: ___________ State of Incorporation/Organization ___________

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

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

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

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

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

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

- --------------------------------------------------------------------------------
Address

( )
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City State ZIP Telephone

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

AUTHORIZED SIGNATURES HEWLETT-PACKARD COMPANY
- ------------------------------ ---------------------------------------

/S/ MARK C. LAYTON /S/ SUSAN WEATHERMAN
- ------------------------------ ---------------------------------------
Authorized Signature Susan Weatherman
Reseller Contracts Manager
MARK C. LAYTON
- ------------------------------
Typed Name

PRESIDENT 3/10/97 February 28, 1998
- ------------------------------ -------------------- -----------------
Title Effective Date Expiration Date

U.S. SUPPLIES RESELLER
TABLE OF CONTENTS

U.S. RESELLER AGREEMENT

1. APPOINTMENT
2. STATUS CHANGE
3. INTENTIONALLY OMITTED
4. MULTIPLE AGREEMENT DISCOUNTS
5. INTENTIONALLY OMITTED
6. INTENTIONALLY OMITTED
7. PRICES
8. PAYMENT AND SECURITY TERMS
9. ORDERS; SHIPMENTS;
CANCELLATIONS AND CHANGES
10. SOFTWARE
11. TRADEMARKS
12. WARRANTY
13. LIMITATION OF REMEDIES AND
LIABILITY
14. INTELLECTUAL PROPERTY
INDEMNITY
15. RESELLER RECORD-KEEPING
16. AMENDMENTS
17. TERMINATION OF AGREEMENT
18. RELATIONSHIP
19. POLICIES AND PROGRAMS
20. GENERAL CONDITIONS
21. NOTICES

U.S. SUPPLIERS RESELLER ADDENDUM

1. APPOINTMENT
2. INTENTIONALLY OMITTED
3. RESELLER RESPONSIBILITIES
4. INTENTIONALLY OMITTED
5. VOLUME COMMITMENT LEVELS
6. RESELLER ORDER MILESTONES

U.S RESELLER AGREEMENT

1. APPOINTMENT

Hewlett-Packard Company ("HP") appoints Reseller as an authorized,
non-exclusive Reseller for marketing the HP Products listed on the Product
Exhibits. Reseller's appointment is subject to the terms and conditions
set forth in this U.S. Reseller Agreement and the associated Addenda,
Product Exhibits, HP Product Categories ("Product Categories") and
Operations Policy Manual (collectively, "Agreement") for the period from
the effective date through the expiration date of this Agreement. Reseller
accepts appointment on these terms.

2. STATUS CHANGE

A. If Reseller wishes to:

1. Change its name or that of any approved location;

2. Add, close or change an approved location;

3. Undergo a merger, acquisition, consolidation or other
reorganization with the result that any entity controls 50% or
more of Reseller's capital stock or assets after such transfer;
or

4. Undergo a significant change in control or management of Reseller
operations;

then Reseller shall notify HP in writing prior to the intended date of
change.

B. HP agrees to promptly notify Reseller of its approval or disapproval
of any proposed change, provided that Reseller has given HP all
information and documents reasonably requested by HP.

C. HP must approve proposed Reseller changes prior to any obligation of
HP to perform under this Agreement with Reseller as changed.

4. MULTIPLE AGREEMENT DISCOUNTS

Unless otherwise specified by HP in writing, purchases of HP Products under
this Agreement and purchases under any other HP Agreement are exclusive of
each other for the purpose of calculating volume commitment and discount
levels.

7. PRICES

A. HP's corporate price lists are internal data bases indicating current
List Prices for HP Products ("List Prices"). HP reserves the right to
change List Prices and discounts upon reasonable notice to Reseller.
If Reseller is unsure of the List Price to use in calculating Net
Reseller price for any HP Product, Reseller should contact its HP
sales representative.

B. Net Reseller price for HP Products purchased under this Agreement will
be the List Price at the time of Reseller's orders, less the discounts
based on Reseller's volume or other commitments or elections specified
in the Product Exhibits.

C. Net Reseller price includes shipment arranged by HP. HP reserves the
right to charge Reseller for any special routing, handling or
insurance requested by Reseller and agreed to by HP. Orders shipped
special routing will be F.O.B. Origin.

D. Net Reseller price excludes state and local taxes. HP will invoice
Reseller for these taxes, based on point of delivery, unless the
appropriate resale exemption certificates are on file at HP's
order-entry point or HP agrees the sale is otherwise exempt.

E. Upon request from Reseller, at its discretion HP may grant special
pricing for particular end-user customer transactions. In good faith,
HP may retract the special pricing at any time before acceptance by
the end-user

customer. HP may extend the pricing on an exclusive or non-exclusive
basis and may condition the pricing on a pass-through of all or part
of the non-standard offering extended by HP.

8. PAYMENT AND SECURITY TERMS

A. Reseller will pay invoices within 30 days from the date of the
invoice. HP reserves the right to change credit terms at any time
when in HP's opinion Reseller's financial condition or previous
payment record so warrants.

B. Any Reseller claim for adjustment of an invoice is agreed to be waived
if Reseller fails to present it within 90 days from date of HP
invoice. No claims, credits, or offsets may be deducted from any
invoice.

C. If Reseller fails to pay any sum due within 15 days of HP's written
notice of delinquency, HP may discontinue performance under this
Agreement and may revise credit terms for unshipped orders.

9. ORDERS; SHIPMENTS; CANCELLATIONS AND CHANGES

A. Reseller's orders must comply with the minimum order, release, ship-to
and other requirements specified in this Agreement.

B. HP will honor written, electronic, fax and telephone orders from
Reseller's approved locations. Reseller is responsible for ensuring
that only authorized employees place, change or delete orders and that
the orders conform to all requirements of this Agreement.

C. Reseller's requested date for shipment must be within 90 days after
order date. HP reserves the right to schedule and reschedule any
order, at HP's discretion, and to decline any order for credit reasons
or because the order specifies an unreasonably large quantity or makes
an unreasonable shipment request.

D. HP will use reasonable efforts to meet scheduled shipment dates.
However, HP will not be liable for delay in meeting a scheduled
shipment date.

E. Reseller must own more than 50% of its business at each approved
location. HP will ship HP Products to Reseller under HP's standard
shipment terms and conditions but only to approved shipment locations
authorized by HP on Exhibit L. Shipment locations may be the same as
company-owned selling locations. All Reseller's sales, advertising
and promotional activities for HP Products must be conducted from
selling locations approved by HP. No sales, advertisement or
promotion of HP Products may be conducted from shipment locations
which are not also approved company-owned selling locations.

However, HP will ship to a maximum of six approved shipment locations
and will accept orders only from a single order point. An exception
will be made where a Product Exhibit indicates drop shipment is
available for a specific HP Product under a special program; drop
shipment for those HP Products will be subject to limitations
indicated in the Product Exhibits.

F. Shipments are subject to availability. If HP Product are in short
supply, HP will allocate them equitably, at HP's discretion.

G. Title to HP Products and risk of loss and damage will pass to Reseller
F.O.B. Destination.

10. SOFTWARE

Reseller is granted the right to distribute software materials supplied by
HP only in accordance with the license terms supplied with these materials.
Reseller may alternatively acquire the software materials from HP for its
own demonstration purposes in accordance with the terms for use in those
license terms.

11. TRADEMARKS

A. From time to time, HP may authorize Reseller to display one or more
designated HP trademarks. Reseller may display the trademarks solely
to promote HP Products. Any display of the trademarks must be in good
taste, in a manner that preserves their value as HP trademarks, and in
accordance with standards provided by HP for their display. Reseller
will not use any name or symbol in way which may imply that Reseller
is an agency or branch of

HP; Reseller will discontinue any such use of a name or mark as
requested by HP. Any rights or purported rights in any HP trademarks
acquired through Reseller's use belong solely to HP.

B. Reseller grants HP the non-exclusive, royalty-free right to display
Reseller's trademarks in advertising and promotional material solely
for directing prospective purchasers of HP Products to Reseller's
selling locations. Any display of the trademarks must be in good
taste, in a manner that preserves their value as Reseller's
trademarks, and in accordance with standards provided by Reseller for
their display. Any rights or purported rights in any Reseller
trademarks acquired through HP's use belong solely to Reseller.

12. WARRANTY

A. HP Product User Warranties are described on the Product Exhibits and
apply only to end-user purchasers of HP Products. HP revisions to the
User Warranties will be effective on the date specified by HP. Copies
of User Warranties will be supplied with HP Products. Reseller must
provide a copy of the associated User Warranty for an HP Product to
each end-user prior to sale.

B. HP Product Warranty begins upon purchase by the end-user customer and
shall be verified by proof of acquisition by the end-user or via HP's
electronic warranty verification system.

C. HP PRODUCT USER WARRANTIES ARE THE EXCLUSIVE WARRANTIES COVERING HP
PRODUCTS AND ARE IN LIEU OF ANY OTHER WARRANTIES, WRITTEN OR ORAL,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

D. Some HP Products may contain selected remanufactured parts equivalent
to new in performance.

13. LIMITATION OF REMEDIES AND LIABILITY

A. The remedies provided in this Agreement are Reseller's sole and
exclusive remedies against HP.

B. HP will be liable for damage to tangible property, bodily injury or
death to the extent a court of competent jurisdiction determines that
an HP Product sold under this Agreement is defective and has directly
caused such damage, injury or death, provided that HP's liability for
damage to tangible property will be limited to $300,000 per incident.

C. HP will be liable to Reseller for any net credits due from HP pursuant
to the express provisions of this Agreement. IN NO EVENT WILL HP BE
LIABLE FOR LOSS OF DATA, FOR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OR FOR ANY OTHER
DAMAGES WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

14. INTELLECTUAL PROPERTY INDEMNITY

A. HP will defend any claim against Reseller that any HP Product
infringes a patent, utility model, industrial design, copyright, mask
work or trademark in the country where Reseller acquires or sells the
Product from HP, provided that Reseller:

1. Promptly notifies HP in writing of the claim; and

2. Cooperates with HP in and grants HP sole authority to control
the defense and any related settlement.

HP will pay the cost of such defense or settlement and any costs and
damages finally awarded by a court against Reseller.

B. HP's indemnity shall extend to Reseller's customers and end-users
under this Agreement provided they comply with the obligations above.

C. HP may procure for Reseller, its customers and end-users the right to
continued sale or use,as appropriate, of the Product or HP may modify
or replace the Product. If a court enjoins the sale or use of the
Product and HP determines that none of the above alternatives is
reasonably available, HP will accept return of the Product and refund
its depreciated value.

D. HP has no obligation for any claim of infringement arising from:

1. HP's compliance with any designs, specifications or
instructions of Reseller;

2. Modification of the Product by Reseller or a third party;

3. Use of the Product in a way not specified by HP; or

4. Use of the Product with products not supplied by HP.

E. This section states HP's entire liability to Reseller and its
customers and end-users for infringement.

15. RESELLER RECORD-KEEPING

A. For contract compliance verification, product safety information,
operational problem correction and the like, Reseller must maintain
records of customer purchases of hardware products for one year.
Records must include customer name, address, phone number, ship-to
address, serial number and date of sale.

B. HP may require Reseller to provide HP or HP's designate with HP
Product inventory and sales data including, but not limited to,
information such as total units of selected HP Products sold and held
in inventory by month for each approved location, in a format
specified by HP. HP may require monthly reporting incorporating the
previous month's data for each approved location.

C. In addition, Reseller must comply with any reporting requirements for
HP programs.

D. At HP's discretion and upon notice to Reseller, HP or HP's designate
will be given prompt access during normal business hours, either on
site or through other means specified by HP, to Reseller's customer
records, inventory records and other books and records of account of
HP Products as HP believes are reasonably necessary to verify and
audit Reseller's compliance with this Agreement.

E. Failure to promptly comply with HP's request will be considered a
repudiation of this Agreement justifying HP's termination of this
Agreement on 30 days notice without further cause.

F. HP may cover all reasonable actual costs associated with compliance
verification procedures from any promotional funds, rebate funds or
any other HP accrued funds due Reseller.

G. HP may debit Reseller for all wrongfully claimed discounts, rebates,
promotional allowances or other amounts determined as a result of HP's
audit.

16. AMENDMENTS

A. From time to time, HP may add products to or delete them from the
Product Exhibits, or implement or change HP policies or programs at
HP's discretion, after reasonable notice to Reseller.

Additionally, HP may give Reseller 30 days' advance written notice of
any other amendment to this Agreement.

B. Any amendment will automatically become a part of this Agreement on
the effective date specified in the notice.

C. Each party agrees that the other has made no commitments regarding the
duration or renewal of the Agreement beyond those expressly stated in
this Agreement.

17. TERMINATION OF AGREEMENT

A. Either party may terminate this Agreement without cause at any time
upon 30 days' written notice or with cause at any time upon 15 days'
written notice to the other party.

B. If either party gives the other notice of termination or advises the
other of its intent not to renew this Agreement, HP may require that
Reseller pay cash in advance for additional shipments during the
remaining term, regardless of Reseller's previous credit status, and
may withhold all such shipments until Reseller pays its outstanding
balance.

C. Upon termination or expiration of this Agreement for any reason,
Reseller will immediately cease to be an authorized HP Reseller and
will refrain from representing itself as such and from using any HP
trademark or trade name.

D. Upon any termination or expiration, either party may require that HP
purchase from Reseller any HP Products purchased under this Agreement
that are on HP's then current Product Exhibits, which are in their
unopened, original packaging and marketable as new merchandise. The
repurchase price shall be the lower of either the Net Reseller price
on the date of termination or expiration or Reseller's original
purchase price, in each case less any promotional or other discounts
or price protection or other credit extended by HP to Reseller for the
HP Product. Reseller should contact its HP sales representative for
information about the items eligible for repurchase and instructions
for their return at HP's expense.

E. Upon termination of this Agreement, or expiration without renewal of
this Agreement, all rights to any accrued HP Advantage program or
other promotional funds will automatically lapse.

F. The indemnities provided in this Agreement will survive termination or
expiration of this Agreement.

18. RELATIONSHIP

A. Reseller's relationship with HP will be that of an independent
contractor. Nothing stated in this Agreement shall be construed as
making Reseller and HP a franchise, joint venture or partnership.

B. Unless expressly authorized by HP in writing in advance, any
commitment made by Reseller to its customers with respect to price,
quantities, delivery, specifications, warranties, modifications,
interfacing capability or suitability will be Reseller's sole
responsibility, and Reseller will indemnify HP from liability for any
such commitment by Reseller.

C. List Prices are suggested prices for resale to end-user customers and
a basis for calculating Net Reseller price. Reseller has the right to
determine its own resale price, and no HP representative will require
that any particular resale price be charged by Reseller or grant or
withhold any treatment to Reseller based on Reseller's resale pricing
policies. Reseller agrees that it will promptly report any effort by
HP personnel to interface with its pricing policies directly to an HP
officer or manager.

D. This Agreement applies only to the HP Products listed on the Product
Exhibits (U.S. versions only). Reseller acknowledges that HP may
market other products, including products in competition with those
listed on the Product Exhibits without making them available to
Reseller. HP reserves the right to advertise, promote and sell any
product, including HP Products on the Product Exhibits, in competition
with Reseller.

19. POLICIES AND PROGRAMS

From time to time, HP may offer or change HP policies and programs, such as
but not limited to the HP Advantage program, Premier Support program and
other programs and policies in HP's Operations Policy Manual, participation
in which will be on the current terms and conditions of the policies and
programs.

20. GENERAL CONDITIONS

A. Neither party may assign any rights or obligations in this Agreement
without the prior written consent of the other party. Any attempted
assignment will be deemed void.

B. Neither party's failure to enforce any provision of this Agreement
will be deemed a waiver of that provision or of the right to enforce
it in the future.

C. This Agreement, including the attached Addenda, associated Product
Exhibits and Product Categories, contains and constitutes the entire
understanding between the parties relating to its subject matter. HP
hereby gives notice of objection to any additional or inconsistent
terms set forth in any purchase order or other document issued by
Reseller. Except as provided in paragraphs 16A and 16B of this
Agreement, no modification of this Agreement will be binding on either
party unless made in writing and signed by both parties.

D. No U.S. Government procurement regulations will be deemed included in
this Agreement or binding on either party unless specifically accepted
in writing and signed by both parties.

E. This Agreement will be governed by the laws of the State of
California.

F. If any clause of this Agreement is held invalid, the remainder of this
Agreement will continue unaffected.

21. NOTICES

All notices and demands issued under the terms of this Agreement shall be
in writing, delivered by fax, personal service, first class mail postage
prepaid, or by registered mail to a location set forth in this Agreement or
to HP at 5301 Stevens Creek Boulevard, P.O. Box 58059, Santa Clara,
California, 95052-8059 or to the assigned local HP sales representative.

22. U.S. GOVERNMENT

Without HP's prior written consent, Reseller is prohibited from issuing any
Letter of Supply or guaranteeing to supply any Second Tier Reseller or VAR
with HP Product in connection with any U.S. Government Department, Agency
or Contractor agreement.

U.S. SUPPLIES RESELLER ADDENDUM

1. APPOINTMENT

A. HP appoints Reseller as a Supplies Reseller ("Reseller")

3. RESELLER RESPONSIBILITIES

A. Reseller will advertise, promote, and sell HP Products only through
the company names and approved selling locations listed in Exhibit L
and only as permitted in the Product Categories.

B. Reseller shall ensure that resellers to whom it sells HP Products
comply with all applicable terms and conditions for resale in this
Agreement and current HP policies and programs. HP may audit the
resellers' compliance.

C. HP may prohibit Reseller from selling to terminated Resellers or other
identified Customers whom HP does not wish to receive HP Products.

D. Reseller agrees to:

1. Forward promptly to resellers the technical, sales and
promotional materials, suggested price lists and other
information provided by HP for the purpose of reshipment to
resellers.

2. Provide pre-sales support and post-sales technical support of HP
Products to all resellers.

3. Maintain a stock of HP Products sufficient to meet anticipated
demand from its customers on an off-the-shelf basis.

4. Ensure that no sale, advertising, promotion, display or
disclosure of any features, availability or price of any new HP
Product takes place before HP's public announcement of that
Product.

5. Identify and keep current a primary and secondary support contact
for both marketing communications and post-sales technical
support at each approved selling location.

6. Report promptly to HP all suspected defects in HP Products.

7. Ensure that its employees complete any required training courses
and certification programs designated by HP. Additionally,
Reseller will assist HP in providing training for Reseller's
customers.

E. Without HP's prior written consent, Reseller will not export HP
Products to any customer outside the U.S. nor sale HP Products for
export outside the U.S.

F. Reseller may advertise and promote HP Products nationwide.

G. Except for sales to resellers permitted in the Product Categories,
Reseller may not sell HP Products to or buy them from other resellers
for stock balancing or any other reason.

5. VOLUME COMMITMENT LEVELS

A. Reseller commitment levels are described on the attached Product
Exhibits and are based upon 12-month volume levels.

B. If the term of this Agreement or any new Addendum or Product Exhibit
is less than 12 months, an applicable 12-month volume commitment level
will be calculated for Reseller by projection over a 12-month term.

6. RESELLER ORDER MILESTONE

A. Unless otherwise specified in the Product Exhibits, as of five months
after the effective date of this Agreement, HP will review Reseller's
progress towards its volume commitment level. If Reseller's orders in
those first five months represent less than 35% of its 12-month volume
commitment level, then HP may terminate this Agreement.

U.S. OFFICE MACHINE DISTRIBUTOR ADDENDUM
TABLE OF CONTENTS

U.S. OFFICE MACHINE DISTRIBUTOR ADDENDUM

1. APPOINTMENT
2. INTENTIONALLY OMITTED
3. DISTRIBUTOR RESPONSIBILITIES
4. INTENTIONALLY OMITTED
5. VOLUME COMMITMENT LEVELS
6. DISTRIBUTOR ORDER MILESTONES

U.S. OFFICE MACHINE DISTRIBUTOR ADDENDUM

1. APPOINTMENT

A. HP APPOINTS RESELLER AS AN OFFICE MACHINE DISTRIBUTOR (DISTRIBUTOR).

3. DISTRIBUTOR RESPONSIBILITIES

A. DISTRIBUTOR WILL SELL HP PRODUCTS ONLY TO INDEPENDENTLY OWNED AND
OPERATED ENTITIES FOR THEIR RESALE TO END-USER CUSTOMERS.

B. DISTRIBUTOR WILL ADVERTISE, PROMOTE AND SELL HP PRODUCTS ONLY THROUGH
THE COMPANY NAMES AND APPROVED SELLING LOCATIONS LISTED IN EXHIBIT L
AND ONLY AS PERMITTED IN THE PRODUCT CATEGORIES.

C. DISTRIBUTOR SHALL ENSURE THAT RESELLERS TO WHOM IT SELLS HP PRODUCTS
COMPLY WITH ALL APPLICABLE TERMS AND CONDITIONS FOR RESALE IN THIS
AGREEMENT AND CURRENT HP POLICIES AND PROGRAMS. HP MAY AUDIT THE
RESELLERS' COMPLIANCE.

D. HP MAY PROHIBIT DISTRIBUTOR FROM SELLING TO TERMINATED RESELLERS OR
OTHER IDENTIFIED CUSTOMERS WHOM HP DOES NOT WISH TO RESALE HP
PRODUCTS.

E. DISTRIBUTOR AGREES TO:

1. FORWARD PROMPTLY TO RESELLERS THE TECHNICAL, SALES AND
PROMOTIONAL MATERIALS, SUGGESTED PRICE LISTS AND OTHER
INFORMATION PROVIDED BY HP FOR THE PURPOSE OF RESHIPMENT TO
RESELLERS.

2. PROVIDE PRE-SALES SUPPORT AND POST-SALES TECHNICAL SUPPORT OF HP
PRODUCTS TO ALL RESELLERS.

3. MAINTAIN A STOCK OF HP PRODUCTS SUFFICIENT TO MEET ANTICIPATED
DEMAND FROM ITS CUSTOMERS ON AN OFF-THE-SHELF BASIS.

4. ENSURE THAT NO SALE, ADVERTISING, PROMOTION, DISPLAY, OR
DISCLOSURE OF ANY FEATURES, AVAILABILITY OR PRICE OF ANY NEW HP
PRODUCT TAKES PLACE BEFORE HP'S PUBLIC ANNOUNCEMENT OF THAT
PRODUCT.

5. IDENTIFY AND KEEP CURRENT A PRIMARY AND SECONDARY SUPPORT CONTACT
FOR BOTH MARKETING COMMUNICATION AND POST-SALES TECHNICAL SUPPORT
AT EACH APPROVED SELLING LOCATION.

6. REPORT PROMPTLY TO HP ALL SUSPECTED DEFECTS IN HP PRODUCTS.

7. APPLY ANY HP ADVANTAGE PROGRAM FUNDS OR OTHER PROMOTIONAL FUNDS,
FACILITIES OR SERVICES IN CONFORMITY WITH HP GUIDELINES AND A
MUTUALLY AGREED PLAN BETWEEN DISTRIBUTOR AND ITS RESELLERS.

8. ENSURE THAT ITS EMPLOYEES COMPLETE ANY REQUIRED TRAINING COURSES
AND CERTIFICATION PROGRAMS DESIGNATED BY HP. ADDITIONALLY,
DISTRIBUTOR WILL ASSIST HP IN PROVIDING TRAINING FOR
DISTRIBUTOR'S RESELLERS.

F. WITHOUT HP'S PRIOR WRITTEN CONSENT, DISTRIBUTOR WILL NOT EXPORT HP
PRODUCTS TO ANY CUSTOMER OUTSIDE THE U.S. NOR SELL HP PRODUCTS FOR
EXPORT OUTSIDE THE U.S.

G. DISTRIBUTOR MAY ADVERTISE AND PROMOTE HP PRODUCTS NATIONWIDE.

H. EXCEPT FOR SALES TO RESELLERS PERMITTED IN THE PRODUCT CATEGORIES,
DISTRIBUTOR MAY NOT SELL HP PRODUCTS IN OR BUY THEM FROM OTHER
RESELLERS FOR STOCK BALANCING OR ANY OTHER REASON.

5. VOLUME COMMITMENT LEVELS

A. DISTRIBUTOR COMMITMENT LEVELS ARE DESCRIBED ON THE ATTACHED PRODUCT
EXHIBITS AND ARE BASED UPON 12 MONTH PURCHASE VOLUME LEVELS.

B. IF THE TERM OF THIS AGREEMENT OR ANY NEW ADDENDUM OR PRODUCT EXHIBIT
IS LESS THAN 12 MONTHS, AN APPLICABLE 12 MONTH VOLUME COMMITMENT LEVEL
WILL BE CALCULATED FOR DISTRIBUTOR BY PROJECTION OVER A FULL 12 MONTH
TERM.

6. DISTRIBUTOR ORDER MILESTONES

UNLESS OTHERWISE SPECIFIED IN THE PRODUCT EXHIBITS, AS OF FIVE MONTHS AFTER
THE EFFECTIVE DATE OF THIS AGREEMENT HP WILL REVIEW DISTRIBUTOR'S PROGRESS
TOWARDS ITS VOLUME COMMITMENT. IF ITS ORDERS IN THE FIRST FIVE MONTHS
REPRESENT LESS THAT 35% OF ITS 12 MONTH VOLUME LEVEL, THEN HP MAY TERMINATE
THIS AGREEMENT.

U.S. DISTRIBUTOR SUMMARY MATIX
JANUARY 1, 1997

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- ----------------------------------------------------------------------------------------
Intelligent Electronics Merisel Common-Wealth Azerty
Distributors
- ----------------------------------------------------------------------------------------
MicroAge GBC Technologies Douglas Stewart Daisytek
- ----------------------------------------------------------------------------------------
Merisel/FAB Avnet/Hall-Mark El Dorado Trading Group New Age Electronics
- ----------------------------------------------------------------------------------------
Ingram Alliance Inacom Pro Distributors
- ----------------------------------------------------------------------------------------
Tech Data Elect Intelligent Electronics United Stationers
- ----------------------------------------------------------------------------------------
MicroAge
- ----------------------------------------------------------------------------------------
Neamco
- ----------------------------------------------------------------------------------------
Pro Distributors
- ----------------------------------------------------------------------------------------
S.P. Richards Company
- ----------------------------------------------------------------------------------------
United Stationers
- ----------------------------------------------------------------------------------------
Merisel/FAB
- ----------------------------------------------------------------------------------------

HP PRODUCT CATEGORIES

HP manufactures and distributes a large number of personal computer and
peripheral products to multiple market segments through a varied set of first
and second tier resellers and retailers.

This diversity leads to a set of sourcing and distribution rules designed to
best allow HP resellers of all types to reach targeted customers of each HP
Product in the most efficient and profitable manner.

The Product Categories below describe restrictions HP places on resellers
selling to customers in the United States. In particular, the Product
Categories describe the restrictions HP places on HP Product acquisition and
resale for both First Tier Resellers and Distributors as well as Single Tier
Resellers, Second Tier Resellers, Second Tier Retailers, and VARS.

FIRST TIER RESELLER AND DISTRIBUTOR PRODUCT CATEGORIES

HP Products on the Products Exhibits may ONLY be sourced and distributed as
indicated below:

PRODUCT CATEGORY PERMISSIBLE SOURCE PERMISSIBLE CUSTOMERS
- ---------------- ------------------ ---------------------

Q HP Only Any HP Authorized QD Reseller.

W HP Only Any HP Authorized Second Tier Retailer
who has elected you as its Sole
Distributor.

X HP Only Any HP Authorized Second Tier Reseller
who has elected you as one of its Dual
Source Suppliers; any HP Authorized VAR.

Y HP Only Any U.S. reseller, whether or not
authorized by HP, which resells the
product directly to U.S. end-user
customers, except for
Membership/Warehouse Clubs.

Z HP Only Any U.S. reseller, whether or not
authorized by HP, which resells the
product directly to U.S. end-user
customers.

O HP or any reseller Any U.S. end-user customer or any U.S.
reseller, whether or not authorized by
HP.

RESELLER/RETAILER, SECOND TIER RESELLER/RETAILER, AND VAR PRODUCT CATEGORIES

As used below, Reseller/Retailer is defined as a reseller operating under a
current U.S. Reseller Agreement purchasing directly from HP and authorized
under the Agreement to sell to U.S. end-user customers.

HP Products on the Product Exhibits may ONLY be sourced and distributed a
indicated below:

PRODUCT CATEGORY PERMISSIBLE SOURCE PERMISSIBLE CUSTOMERS
- ---------------- ------------------ ---------------------

C CONTROLLED PRODUCTS Any U.S. end-user customers,
HP if you are a subject to Home State Selling
Reseller/Retailer, one of Restrictions.
your authorized Dual
Source Suppliers if you
are a Second Tier
Reseller, any HP
Authorized First Tier
Reseller or Distributor
if you are
a VAR.

B HP if you are a Any U.S. end-user customer.
Reseller/Retailer; one of
your Authorized Dual
Source
Suppliers if you are a
Second Tier Reseller, and
HP Authorized First Tier
Reseller or Distributor
if you are a VAR.

A HP or any HP Authorized Any U.S. end-user customer.
First Tier Reseller or
Distributor

Q HP or any HP Authorized Any U.S. end-user customer.
Distributor or First Tier
Reseller

O HP or any reseller Any U.S. end-user customer or
any U.S. reseller, whether or
not authorized by HP.

EXPLANATION OF TERMS USED

HOME STATE SELLING RESTRICTIONS

Resellers may sell Controlled Products, as defined in the Product Categories, to
any U.S. end-user customer. However, the following advertising and sale
restrictions apply to Controlled Products:

A Reseller's Home State(s) is/are the State(s) in which its approved Selling
Location(s), as provided on Exhibit L or on a HP U.S. Authorized VAR
Application, is situated. If an approved Selling Location is situated within
50 miles of the boundary of an adjoining State, then the Reseller's Home
State(s) will also encompass the adjoining State.

1. Controlled Products may NOT be included or offered for sale on any
Internet site;

2. Advertising a well as catalog and other direct response sales of
Controlled Products is limited exclusively to a Reseller's Home
State(s); and

3. Except as provided in point (1), if a Reseller has an approved
Selling Location in 40 or more States, then advertising as well as
catalog and other direct response sales of Controlled Products is
permitted nationwide.

MEMBERSHIP/WAREHOUSE CLUBS

Membership/Warehouse Clubs (Such as Price/Costco, Sams/Pace, and Smart and
Final) are generally characterized by the following profile:

o Sometimes require customers to acquire a membership in order to buy
products from any of their locations;

o Sell primarily to small businesses and home office end-users, rather than
other resellers;

o Maintain selling locations of approximately 100,000 square feet or greater;

o Offer 3,500 products or more;

o Inventory product on the sales floor, usually stacked or stored near their
respective categories;

o Provide a diversified product offering including food, general merchandise,
and consumer products such as tires, clothing, and sporting goods; and

o Change merchandise mix often.