Business Partner Agreement Dated June 30, 1997

IBM BUSINESS PARTNER AGREEMENT [IBM LOGO]


DISTRIBUTOR/RESELLER PROFILE FOR WORKSTATION SOFTWARE - --------------------------------------------------------------------------------


We welcome you as our remarketer of workstation software which includes Programs and Services from the IBM Corporation or the Lotus Development Corporation, an IBM Company, or both.


This Profile covers the details of your approval as our Business Partner-Distributor for Workstation Software or as our Business Partner-Reseller for Workstation Software, to actively market and diligently promote Programs and Services.


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


(a) this Profile;


(b) General Terms (Zl25-5478);


(c) the applicable Attachments referred to in this Profile; and


(d) Exhibits.


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 Programs 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 address shown below.


Revised Profile (yes/no): No Date received by IBM/Lotus:
---------------- ---------------- Agreed to: (Business Partner name) Agreed to:
Software Spectrum, Inc. (IBM/Lotus Country Organization Name)


By /s/ [ILLEGIBLE] By ---------------------------------------- ----------------------------------------
Authorized signature Authorized signature


Name (type or print): Name (type or print): Joseph P. McLaughlin


Date: Date:


Business Partner no.: IBM/Lotus address:


Business Partner address: Lotus Development Corporation
55 Cambridge Parkway Software Spectrum, Inc. Cambridge, MA 02142 2140 Merritt Drive Garland, TX 75041


2


DETAILS OF OUR RELATIONSHIP


Contract Start Date (month/year): 7/97 Duration: 2 years
----- -----------


RELATIONSHIP APPROVAL/ACCEPTANCE OF ADDITIONAL TERMS:


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


APPLICABLE APPROVED RELATIONSHIP (YES/NO) ATTACHMENT Remarketer Terms Attachment for Workstation Software yes Z125-5496-00 11/96
-----


Distributor Attachment for Workstation Software no Z125-5493-00 11/96
-----


You are approved to market to:


Remarketers no
-----


Reseller Attachment for Workstation Software yes Zl25-5492-00 11/96
-----


You are approved to market to:


End Users yes
-----


Remarketers no
-----


ADDITIONAL TERMS:


Advantage Attachment for Distributors Z125-5367-03 3/97 of Workstation Software no
-----


Advantage Attachment for Resellers Z125-5368-03 3/97 of Workstation Software yes
-----


Passport Attachment for Distributors Z125-5565-00 03/97 of Workstation Software no
-----


Passport Attachment for Resellers Z125-5566-00 03/97 of Workstation Software yes
-----


Academic Programs Attachment Z125-5563-00 03/97 for Distributors of Workstation Software no
-----


Academic Programs Attachment Z125-5564-00 03/97 for Resellers of Workstation Software yes
-----


Federal Alliance Offering Attachment Z125-5347-01 03/97 for Distributors of Workstation Software no
-----


Federal Alliance Offering Attachment Z125-5346-01 03/97 for Resellers of Workstation Software yes
-----


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PROGRAMS AND SERVICES:


You are approved to market the Programs and Services listed in the Workstation Software Exhibit.


Workstation Software Programs requiring certification are specified in the Exhibit.


The terms of the Exhibit apply to the Programs and Services listed in it.


MINIMUM ANNUAL ATTAINMENT (annual objective of your sales of Programs to your Customers. The amount of a sale is the price you paid us for the Program):


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


Resellers: $3.OM in combined Lotus and IBM Programs
A minimum of $1.0M of the $3.OM must be in each of the
Lotus and IBM brands


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4 IBM BUSINESS PARTNER AGREEMENT [IBM LOGO] GENERAL TERMS


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


TABLE OF CONTENTS


SECTION TITLE PAGE 1. Definitions ............................................................. 2


2. Agreement Structure and Contract Duration ............................... 3


3. Our Relationship ........................................................ 4


4. Status Change ........................................................... 5


5. Confidential Information ................................................ 5


6. Marketing Funds and Promotional Offerings ............................... 6


7. Production Status ....................................................... 6


8. Patents and Copyrights .................................................. 6


9. Liability ............................................................... 7


10. Trademarks .............................................................. 7


11. Changes to the Agreement Terms .......................................... 8


12. Internal Use Products ................................................... 8


13. Demonstration, Development and Evaluation
Products ................................................................ 8


14. Electronic Communications ............................................... 9


15. Geographic Scope ........................................................ 9


16. Governing Law ........................................................... 9


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5 IBM BUSINESS PARTNER AGREEMENT [IBM LOGO] GENERAL TERMS


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


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. An Enterprise also
includes other entities as IBM and the Enterprise agree in writing.


LICENSED INTERNAL CODE is called "Code". Certain Machines we specify
(called "Specific Machines") use Code. International Business Machines
Corporation or one of its subsidiaries owns copyrights in Code or has
the right to license Code. IBM or a third party owns all copies of Code,
including all copies made from them.


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


PRODUCT is a Machine or Program, 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.


RELATED COMPANY is any corporation, company or other business entity:


1. more than 50 percent of whose voting shares are owned or controlled
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, or use of a resource (such as a network and associated
enhanced communication and support) that we approve you to market.


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6 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 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, price, 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.


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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. Each of us is
responsible to provide the other with three months written notice if
this Agreement will not be renewed.


3. OUR RELATIONSHIP


RESPONSIBILITIES


Each of us agrees that:


1. you are an independent contractor, 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 and any orders hereunder, to any other IBM Related
Company;


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


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


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8


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 it, or any of its approvals, or delegate any duties, unless
expressly permitted to do so under 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 IBM documents we may require from you
or the End User (for example, our license agreement signed by the
End User) when applicable; and


9. to comply with the highest ethical principles in performing under
the Agreement. You will not offer or make payments or gifts
(monetary or otherwise) to anyone for the purpose of wrongfully
influencing decisions in favor of IBM, directly or indirectly. IBM
may terminate this Agreement immediately in case of 1) a breach of
this clause or 2) when IBM reasonably believes such a breach has
occurred.


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.


S. CONFIDENTIAL INFORMATION


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


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


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


Page 5 of 9


9


a. sales leads,


b. information regarding Prospects,


c. unannounced information about Products and Services,


d. business plans, or


e. market intelligence;


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


1) reporting data,


2) financial data, or


3) the business plan.


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


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. 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
Licensed Internal Code (if applicable).


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, 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. 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 AM 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;


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3. the combination, operation, or use of a Product with any Products
not provided by us as a system, or the combination, operation, or ...