Data Return Co - ASP & Server Agreement Letter

Data Return Corporation

801 Stadium Drive, Suite 117

Arlington, Texas 76011



July 29, 1999





Compaq Computer Corporation 20555 SH 249 Houston, Texas 77070



Dear Sirs and Madames:



This letter agreement (this "Agreement"), when executed by you in the space

--------- provided below, will evidence our mutual agreement with respect to the matters contained herein.



Compaq ASP Program. For a three-year period beginning on the date of this

------------------ Agreement and ending on the third anniversary the reof (such period, the "Inclusion and Purchase Period"), if Compaq Computer Corporation ("Compaq") in - ------------------------------ ------ its sole discretion implements a program pursuant to or under which it approv es for recommendation to its customers a specified group of Application Service Providers (any such program, a "Compaq ASP Program"), then, during the remainder

------------------ of the Inclusion and Purchase Period, for so long as Data Return Corporation (the "Company") meets all criteria for inclusion in such Compaq ASP Program

------- (which criteria shall be as established from time to time in the sole discretion of Compaq), Compaq agrees to include the Company in such Compaq ASP Program, and further agrees to include the Company at the highest level at which the Company qualifies if such Compaq ASP Program involves more than one level of Application Service Provider designation. It is understood and agreed t ...