Authorized Reseller Agreement

EPSON AUTHORIZED RESELLER AGREEMENT



This Agreement is entered by EPSON AMERICA, INC. ("Epson"), a California corporation with its principal place of business at: 20770 Madrona Avenue, Torrance, California 90503, Attn: Sales Administration, Mail Stop B1-01 and





Miami Computer Supply Inc.

3884 Indian Ripple Road

Dayton, OH 45440





Attn: Tom Winstel, Al Schwarz, Richard Newkold, Roger Turvy





a Corporation, ("VAR Reseller")



WHEREAS, Epson wishes to appoint Reseller as an Epson Authorized Reseller and Reseller wishes to purchase certain Epson products for resale, the parties agree as follows:



1. Authorization. Epson appoints Reseller as a non-exclusive Reseller of the Epson products listed in the attached Product Supplement (the "Products"). Epson reserves the unqualified right to sell Products of every typ e to all end users and other resellers, wherever located, regardless of any previous or current relationships between Reseller and such end users or resellers.



2. Purchase Orders. All orders shall be made or confirmed in writing and are subject to ac ceptance by Epson. Reseller may cancel or modify any order by notifying Epson in writing at least five (5) working days prior to a scheduled shipment. Reseller shall be responsible for all costs and fees incurred by Epson for refused shipments, including f reight and insurance costs, unless cancelled pursuant to this provision. Although Epson shall make reasonable efforts to fulfill any accepted orders, delivery dates in any purchase orders or confirmations are estimates only. Reseller acknowledges that Eps o n may be subject to production or shipment delays and may, in its sole discretion, allocate products among its customers notwithstanding the effects of such allocations on any outstanding orders. Epson shall not be liable for any consequential or special d amages whatsoever for any failure or delay in fulfilling any order, including claims for lost profits or damages. Unless Reseller specifies that partial orders shall not be made, Epson may make partial shipments of Reseller's orders which shall not be con strued as acceptance of the entire order and shall be separately invoiced and paid for when due.



3. Prices and Payment. The prices to be paid by Reseller shall be Epson's prices in effect at the time Reseller's order is accepted by Epson. Epson's pric es are subject to change without notice. Title and risk of loss shall pass to Reseller under FOB terms at











Epson's shipment point. Payment shall be made pursuant to such terms as are approved by Epson's Credit Department, in its sole discretion. All la te payments shall bear interest at fifteen percent per annum or the highest rate allowed by law, whichever is lower. In the event of more than a thirty day delay in payment by Reseller, Epson shall be entitled to recover its costs of collection, including reasonable attorneys' fees and costs.



4. Term and Termination. This agreement commences on the date signed by Epson. Either party may terminate at any time, for any reason whatsoever, with or without cause upon thirty days written notice to the other . This Agreement shall also terminate immediately should either party become insolvent or should bankruptcy proceedings be commenced for or against either party. Upon termination, neither party shall be liable to the other for any consequential damages or costs including lost profits, losses on unfulfilled contracts, or losses of any commitment or investment made in reliance upon the Agreement or the representations of the parties. All indemnity and warranty obligations and Reseller's obligations to pay fo r Products shall survive termination of the Agreement. Upon termination, Reseller shall cease representing that it is authorized to sell or service Epson products and shall cease using any Epson trademarks. Epson shall have no obligation to repurchase any Products or parts in Reseller's inventory upon termination.



5. Indemnification by Reseller. Reseller shall indemnify and hold Epson harmless in any court actions or other proceedings due to any actual or alleged acts or omissions by Reseller in connection with its sale or servicing of any Epson products.



6. Indemnification by Epson. Epson shall indemnify and hold Reseller harmless in any court actions or other proceedings due to any actual or alleged infringement of any patent, trademark, or copy right (hereafter "Claims") based on the Products. In response to Claims, Epson may, in its sole discretion, defend against the Claims, substitute other equivalent products, modify the Products, obtain for Reseller the right to continue sales, or repurchas e the Products at the price actually paid by Reseller. E ...