AUTH. IND. CONTRACTED SALES AGENT AGREEMENT

EXHIBIT 10.16



[LOGO OF NEWCOM INC.]

AUTHORIZED INDEPENDENTLY CONTRACTED SALES AGENT AGREEMENT



NewCom, Inc. ("NC"), a Delaware corporation, hereby appoints ___________________ _________________________ ("Agent"), having a principal place of business ______ _____________________________, as its non-exclusive, independently contracted Authorized Sales Agent under the terms and conditions stated herein ("Agreement"), Agent hereby accepts the appointment and agrees to abide by the terms and conditions of this Agreement set forth below:



1. SCOPE OF AGENCY

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1.1 Products: Agent's appointment is listed to the NewCom produces specified in

-------- Exhibit 1 (hereinafter "NewCom Products"). NewCom may add or delete NewCom Products at its discretion with thirty (30) days prior written notice to Agent.



1.2 Territory: Agent is authorized to represent NewCom in the geographic area

--------- described in Exhibit 2 (hereinafter "Territory") for the sole purpose of soliciting orders of the NewCom Products, on NewCom's behalf, from either unaffiliated, commercial, retail companies that are in the business or reselling computer supplies products to end-user customers (sometimes hereinafter referred to as "Retailers") or from unaffilliated, commercial distributors that are in the business of reselling computer supplies products to retailers that are in the business of reselling computer supplies products to end-users customers (sometimes hereinafter referred to as "Distributors"). Agent is not authorized to represent NewCom outside of the Territory, to solicit sales from Retailers or Distributors within the Territory who have their corporate billing addresses outside of the Territory, or to solicit sales from end user customers.



1.2.1 NewCom, either directly, or indirectly through other resellers, reserves the right to distribute, solicit sales for, market, resell, rent, lease or license NewCom Products and other NewCom products and services within the Territory.



1.3 Reserved Accounts: Agent shall not solicit orders from those Retailers and

----------------- Distributors of NewCom specified in Exhibit 3 ("Reserved Accounts"). NewCom may add or delete Reserved Accounts at its discretion with thirty (30) days prior written notice to Agent.



1.4 NewCom expressly reserves the right to redefine Agent's Territory, amend the list of Reserved Accounts and to terminate this Agreement without cause pursuant to Section 9.3 herein, provided that it first gives Agent thirty (30) days prior written notice of its intent to do so. In such event, Agent shall continue to receive its commission on orders it submits during the thirty (30) day notice period from those Retailers and Distributors Agent will be losing as a result of such change in Territory or Reserved Accounts or termination, provided that the orders are accepted by NewCom and have a requested delivery date that is within ninety (90) days of the date of the notice. Telemarketers from NewCom shall not directly solicit sales of NewCom Products from any Retailer or Distributor developed by Agent pursuant to the terms hereof until the expiration of such thirty (30) day notice.



1.5 Use of NewCom Name: Agent must refer to and advertise itself as a NewCom

------------------ Authorized Sales Agent when representing NewCom. Advertising and use of the NewCom name and trademark shall conform to guidelines published by NewCom. Agent shall not refer to itself as a NewCom dealer, partner, joint venture, reseller, employee or use any other term that is inconsistent with Agent's true status or which may be misleading to the public.



1.6 Agent has sole discretion over which of the NewCom Products it wishes to solicit sales of in any particular instance. Agent also has sole control over the establishment of its work hours and work schedules.



2. RELATIONSHIP OF THE PARTIES

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2.1 This Agreement does not constitute a hiring by either party nor does it constitute a contract of employment. The parties' intention is that Agent be an independent contractor and not the employee of NewCom and that Agent retain sole and absolute discretion and judgment in the manner and means of carrying out its Agent activities specified herein. This Agreement shall not be construed as a partnership and neither party hereof shall be liable for any obligations incurred by the other party except as expressly provided herein. Unless otherwise required by applicable law, NewCom shall not withhold from Agent's compensation any amounts for social security or federal or state income taxes. Agent recognizes that it is its legal responsibility to pay all applicable federal and state income taxes (including estimated taxes), social security and all applicable federal and state self-employment taxes for itself and its employees.



2.2 Agent shall not incur any obligations on behalf of NewCom.



2.3 Upon NewCom's request, Agent shall provide, and shall arrange for each of its employees to provide, written certification to NewCom that Agent and each of its employees have paid all state and federal taxes and self-employment tax required to be paid.



3. TERM OF AGENCY

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3.1 Unless otherwise terminated in accordance with the terms hereof, the term of this Agreement is for a period of one (1) year ("Term"), commencing on the date it is signed by NewCom's executive officer or on the date specified below if such a date is specified. The commencement date is _________________.



3.2 This Agreement may be renewed for an additional one (1) year Term only upon the mutual written consent of the parties by no later than (15) days prior to the expiration date of the initial Term.



4. OBLIGATIONS OF AGENT

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4.1 Orders: Agent shall solicit orders on NewCom's behalf only pursuant to

------ those terms and conditions that are set forth in the attached Distributor Purchase Agreement and at NewCom's then-current appropriate Retailer/Distributor Product discounted pricing. Immediately prior to placing such orders, it shall be Agent's responsibility to contact NewCom's Sales Manager to determine NewCom's then-current Retailer/Distributor Product pricing and make sure that the prices in the Retailer/Distributor orders are correct.



4.1.1 Before submitting a Retailer's/Distributor's first order to NewCom, Agent must obtain the Retailer's/Distributor's signature on NewCom's then-current standard Distributor Purchase Agreement, a copy of the most recent form of which is attached as Exhibit 4, and submit that signed contract to NewCom's executive officer, for his consideration and approval, if appropriate. If the contract is accepted and executed by NewCom, thereafter, Agent shall submit all Retailer/Distributor orders on a Retailer/Distributor purchase order that has been signed by an authorized representative of Retailer/Distributor. Agent shall submit such orders to the designated NewCom Sales Manager.



4.1.2 Agent may neither accept a NewCom Distributor Purchase Agreement that has been modified by the Retailer/Distributor nor quote prices that are below NewCom's then-current Retailer/Distributor Product discounted prices without, in each instance, first obtaining the express written approval of NewCom's executive officer. In the event Agent is authorized to offer nonstandard pricing to a Retailer/Distributor, Agent agrees to help NewCom complete NewCom's Pricing and Contract Terms Authorization Request Form and obtain whatever competitive activity information and documentation are required per NewCom's then-current Order Administration Authorization Matrix Policy to justify the nonstandard pricing.



4.1.3 Prices to Retailer/Distributor shall not reflect any hidden discounts or rebates in connection with the sale of the NewCom Products. NewCom will not accept any orders that include non-NewCom provided products or services.



4.1.4 All orders are subject to acceptance by NewCom. Agent may not execute agreements with the Retailer/Distributor on NewCom's behalf. NewCom may decline to accept, or revoke its acceptance of, any order in accordance with its standard business policies and procedures without being obligated to pay Agent a commission thereon. If NewCom decides not to accept an order, Agent will promptly notify the Retailer/Distributor in writing that its order has been rejected.



4.1.5 Delivery dates provided by NewCom to the Retailer/Distributor are estimates only. Agent is not authorized to commit to any firm delive ...