Reseller Agreement

PROXIMA(R)



RESELLER AGREEMENT



This is an Agreement ("Agreement") between Proxima Corporation ("Proxima"), a Delaware corporation having its principal place of business at 9440 Carroll Pa rk Drive, San Diego, California 92121-2298, and Miami Computer Supply Inc. ("Buyer"), a Ohio corporation. This Agreement sets forth the general terms and conditions between Proxima and Buyer for the purchase of products ("Product" or "Products"). Terms an d conditions specific to Buyer's classification are delineated in Exhibit A. Applicable Products, pricing and discounts are delineated in Exhibit B.



1. Term of Agreement. This Agreement is effective May 29, 1996, for a period of one (1) year ("Term"), and shall renew for successive one (1) year Terms unless either party provides notice to the other of an intent not to renew the Agreement within thirty (30) days of expiration of a Term.



2. Appointment. Proxima grants to Buyer, and Buyer accepts, the non-exc lusive right to resell all Products offered during the Term of this Agreement. Proxima reserves the right to appoint other resellers or to make direct sales to anyone at any time without notice or liability.



3. Obligations.



(A) During the Term of this Agreement, Proxima agrees:



(1) To support the Products and efforts by Buyer to sell the Products. Support may include, but is not limited to, sales leads generated through Proxima's marketing activities.



(2) To provide, at the request and at no cost to Buyer, standard advertising materials and reasonable training to Buyer's employees in the sale and use of the Products.



(3) To notify Buyer of any new Products to be made available under this Agreement.



(4) To use reasonable efforts to maintain sufficient Product inventory to fill Buyer's orders as required. In the event a Product shortage occurs, Proxima will allocate any available Product to Buyer in proportion to Buyer's percentage of all like Bu yer's purchases for that Product during the previous sixty (60) days.







(5) To provide Buyer with a monthly account statement listing all outstanding invoices, payments made and credits issued since the date of the previous statement.



(6) To provide Buyer a quarterly accounting of Sales Goal achievement, rebate credits issued and Marketing Development Funds (MDF) accrued and available.



(B) During the Term of this Agreement, Buyer agrees:



(1) To list the Products in its catalogs and make the Products available to its customers.



(2) To advertise, promote and use Buyer's best efforts to sell the Products.



(3) To make Buyer's facilities available and assist Proxima in providing Product training and support.



(4) To provide Product technical assistance to its customers as it is reasonably able to do so, and refer all other unresolved technical matters directly to Proxima.



(5) To develop and implement an acceptable business and marketing plan for the promotion and sale of the Products. Buyer and Proxima will review the plan, as required, but no less than every six (6) months.



(6) To provide current financial information to Proxima every six (6) months.



(7) Not to submit orders for less than $150.00.



(8) To conduct its business in a way to maintain the highest quality professionalism in all dealings with its customers. Buyer is responsible for customer satisfaction and agrees to participate in customer satisfaction programs developed by Proxima.



(9) To ensure that Buyer's compensation/incentive plans for its employees who market Proxima Products are fair to Proxima in relation to Buyer's plans for any competitive products Buyer markets.



(10) To furnish sales receipts to your customers upon delivery of products specifying customer's name and address, machine model, and date of sale.



4. Price. Prices to Buyer are determined solely by Proxima and may be revised at any time upon written notice to Buyer. The Product pricing established in Ex hibit B is exclusive of state and local use, sales and property taxes and duties. Buyer is responsible for all taxes and duties incurred as a result of the purchase of Products. All applicable taxes will be included on Buyer's invoice unless Buyer provide s Proxima with a valid reseller exemption certificate for the applicable taxing jurisdiction. Buyer is free to establish its own resale prices.









Proxima agrees to provide the same pricing and discounts to Buyer as to other Resellers who buy the same Products in substantially the same amounts under substantially similar terms and conditions, and who compete with Buyer.



5. Price Increase. Proxima will provide Buyer with a written notice thirty (30) days prior to any price increase. Buyer may order any quan tity of Product during the notification period at the lower price, however, all Product on order or ordered during the notification period which is scheduled for delivery more than forty-five (45) days from the date of notification will be invoiced at the increased price.



6. Price Decrease. Price reductions will be applied to all Product on order, in transit or purchased in the previous thirty (30) days and remaining in Buyer's inventory on the effective date of the price decrease. Proxima will promptly is sue an account credit for the difference between the invoiced price and the decreased price for units in inventory, or in transit. On order units will be invoiced at the decreased price. Proxima reserves the right to physically verify inventory.



7. Product Revisions. Proxima reserves the right to modify, add or eliminate Products which are available under this Agreement at any time on written notice to Buyer.



8. Delivery. Delivery occurs F.O.B. Proxima's warehouse in San Diego, California, USA, and Buyer receives title upon delivery. In the absence of carrier selection and shipment instructions from the Buyer, Proxima will make all carrier selections. Buyer is responsible for all costs and expenses related to Product delivery including, but not limited to , freight, taxes, duties, insurance, and risk of loss.



Orders placed and scheduled for shipment at a net purchase price of $35,000 or more, and shipped to the Buyer's location within the contiguous forty-eight United States, will be shipped prepaid. In add ition to normal freight charges, a $50.00 special handling surcharge will be applied to each drop shipment location other than the Buyer's normal address. Multiple drop shipment locations on one order will receive a corresponding number of special handlin g surcharges.



9. Credit. Proxima may establish a line of credit (under the terms and conditions of Proxima's Credit Application) which Buyer agrees not to exceed. This line of credit may be changed or canceled at Proxima's sole discretion if Buyer's financ ial condition changes during the Term of this Agreement or if Buyer fails to comply with the payment terms herein.



10. Payment. Payment terms are cash in advance, or with approved credit, two percent (2%) fifteen (15) days or next sixty (60) days from the date of invoice.



If Buyer does not comply with Proxima's payment terms, Proxima may declare Buyer in default, terminate this Agreement at its option and pursue any or all of the following remedies: (1) collect interest at the lower of the rate of one and one-half percent (1-1/2%) per month or the maximum









interest under applicable law on all invoices older than thirty (30) days; (2) declare all unpaid balances, including interest, immediately due and deny any further credit; (3) repossess Products not paid for in full and remaining in the possession of Buy er; (4) cancel any unshipped orders; or (5) any other remedies available at law or in equity.



Proxima reserves a purchase money security interest in Products, and Buyer grants Proxima a purchase money security interest in Buyer's proceeds from the sale of, and account receivable for, P ...