U.S. Reseller Channel

HEWLETT - PACKARD



U.S. AGREEMENT FOR SUPPLIES RESELLERS



TABLE OF CONTENTS





U.S. RESELLER CHANNEL AGREEMENT



1. APPOINTMENT

2. STATUS CHANGE

3. PRICES

4. PAYMENT

5. ORDERS; SHIPMENTS; CANCELLATIONS AND CHANGES

6. PRICE ADJUSTMENTS; PRICE PROTECTION

7. STOCK ADJUSTMENTS

8. DEFECTIVE UNITS

9. USER WARRANTY

10. LIMITATION OF REMEDIES AND LIABILITY

11. RELATIONSHIP

12. RESELLER RECORD-KEEPING

13. TRADEMARK

14. LICENSING

15. PATENT INDEMNITY

16. TERMINATION

17. AMENDMENT

18. GENERAL CONDITIONS

19. ADDENDA

20. STATEMENT OF OWNERSHIP

21. AUTHORIZED SIGNATURES



U.S. SUPPLIES RESELLER ADDENDUM



1. APPOINTMENT

2. VOLUME COMMITMENT LEVELS

3. RESELLER ORDER MILESTONES

4. APPROVED LOCATIONS

5. RESELLER SALES

6. RESELLER REQUIREMENTS

A. INVENTORY

B. ADVERTISING

C. SALES FORCE

D. TRAINING

E. PRIMARY CONTACT

F. NEW PRODUCT INTRODUCTIONS

7. RESELLER PROGRAMS

8. EXHIBITS

9. AUTHORIZED SIGNATURES











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HEWLETT - PACKARD





Miami Computer Supply, Inc. 52GCX - ---------------------------------------- ----------------- Company Name Agreement #





3884 Indian Ripple Road - ------------------------------------------------------------------------- Address



Dayton OH 45440 (513) 429-5211 - ------------------------------------------------- ------------------- City State Zip Code Telephone #







1. APPOINTMENT



A. Hewlett-Packard Company ("HP") appoints the reseller named above

("Reseller") as an authorized, non-exclusive reseller for the HP

Personal Computer Products ("HP Products") which HP has approved

Reseller to market listed on one or more HP Product Exhibits ("Product

Exhibits") specified in the Addenda subject to the terms set forth in

this Agreement and in the Addenda, for the period from the effective

date indicated below through the date specified in the Addenda.

Reseller accepts this appointment on these terms.



B. Reseller's approved locations are specified in the Addenda. All

Reseller's sales, advertising and promotional activities for HP

Products must be conducted from these locations.



C. Reseller will conduct business relating to HP Products only in the

name(s) specified in this Agreement.

2. STATUS CHANGE



A. If a Reseller wishes to:

1) Change its name or that for any approved location;

2) Add or close an approved location;

3) Undergo a merger, acquisition, consolidation or other reorganization

with the result that any entity controls 20% or more of Reseller's

capital stock of assets after such transaction;

4) Undergo a significant change in control or management of Reseller

operations;



then Reseller shall notify HP in writing prior to the intended date

of change. HP will promptly notify Reseller in writing of its

approval or disapproval of the proposed change.



B. HP must approve proposed Reseller changes prior to any obligation of HP

to perform under this Agreement with Reseller as changed.



3. PRICES



A. HP's corporate price lists are internal data basis indicating current

list prices for HP Products ("list prices"). HP reserves the right to

change list prices upon reasonable notice to Reseller. If Reseller is

unsure of the list price to use in calculating net Reseller price for

any HP Product, Reseller should contact its HP sales representative.



B. Net Reseller price for HP Products purchased under this Agreement will

be the list price at the time of Reseller's orders, less the discounts

based on Reseller's volume commitments as specified in the Product



C. Net Reseller price includes transportation arranged by HP. HP reserves

the right to charge Reseller for any special routing, handling or

insurance requested by Reseller. Orders shipped special routing shall be

F.O.B. Origin. Requests for proof of delivery are subject to limitations

and service charges.



D. Net Reseller price does not include State and local taxes. HP will

invoice Reseller for these taxes, based on point of delivery, unless the

appropriate resale exemption certificates are on file at HP's

order-entry point, or unless HP agrees the sale is otherwise exempt.



4. PAYMENT



A. Reseller will pay all invoices in full within 30 days after date of

invoice unless other terms are specified in its HP flooring agreement.

HP reserves the right to specify Cash in Advance or other terms for

credit reasons.









B. Claims for adjustment of any invoice will be waived if Reseller fails

to present them within 90 days from date of HP invoice. No claims,

credits or offsets may be deducted from any invoice.



5. ORDERS; SHIPMENTS; CANCELLATIONS AND CHANGES



A. Reseller will comply with the minimum order, release and ship-to

requirements specified in the Product Exhibits or otherwise prescribed

by HP.



B. HP will honor written and telephone orders from Reseller's approved

locations. Reseller is responsible for ensuring that only authorized

employees place, change or delete orders.



C. Reseller may request shipment up to 90 days after order date.



D. Shipments are subject to availability. HP reserves the right to schedule

and re-schedule any order, at HP's discretion, and to decline any order

for credit reasons or because the order specifies an unreasonably large

quantity or makes an unreasonable shipment request.



E. Reseller may cancel a shipment or request changes in a scheduled

shipment date at no charge up to 5 working days before scheduled

shipment. Any later cancellation or change will be subject to a charge

of 5% of the shipment's list price value. If in transit, it will also be

subject to applicable freight charges.



F. HP will use reasonable efforts to meet any scheduled shipment date.

However, HP will not be liable for delay in meeting a scheduled shipment

date for any reason. If HP Products are in short supply, HP will

allocate them equitably, at HP's discretion.



G. HP will ship HP Products only to approved locations. Business conducted

at each location approved by HP must be greater than 50% owned by

Reseller. An exception will be made where a Product Exhibit indicates

drop-shipment is available for a specific HP Product; drop-shipment for

such products will be subject to any limitations prescribed by HP.



H. Reseller must meet additional requirements to be eligible to order

certain HP Products ("Qualified Distribution Products") as specified on

the Product Exhibits.



I. Title to HP Products and risk of loss and damage will pass to Reseller

F.O.B. Destination.



J. HP may, from time to time, offer Reseller certain HP Products on special

promotional terms or to clear obsolescent, used or refurbished units.

All such purchases may be subject to discounts different from those

shown in the Product Exhibits; they may not, in some cases, count

towards attainment of Reseller's volume level; they may not be eligible

for promotional allowance funds and will not be eligible for price

protection or stock adjustment. With these exceptions, Reseller's

purchases in response to these offers are subject to the terms set forth

in this Agreement.



6. PRICE ADJUSTMENTS; PRICE PROTECTION



A. If HP raises list prices, HP will bill based on the old, lower price

for orders placed by Reseller within one month after the effective date

of the increase. Limited quantity restrictions may apply.



B. If HP reduces list prices, HP will bill based on the new, lower price

for HP Products shipped on or after the effective date of the reduction.



C. HP Products eligible for price protection are so designated on each

Product Exhibit. If HP reduces list prices, HP will grant Reseller a

price protection credit calculated by one of the two following methods

(and HP will decide at its discretion which method will be used):



1) The credit will equal the total reduction in net Reseller price for

eligible products in Reseller's inventory and in transit to Reseller,

using a verification process determined by HP.



2) The credit will equal 100% of the total reduction in net Reseller

price for eligible products shipped within one month before the

effective date of the reduction, or 75% of the reduction for eligible

products shipped within two months before that date, whichever is



D. HP may require that Reseller accumulate a minimum credit of $200 in a

particular month before HP extends price protection to Reseller for that

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