Escrow Agreement

ESCROW AGREEMENT


This Agreement is entered into as of this 6th day of April, 2000, by and among Amherst Computer Products Southwest, LP, a Texas limited partnership ("Amherst Southwest"), Allstar Systems, Inc., a Delaware corporation ("Allstar"), and Compass Bank, a bank organized under the laws of the State of Alabama, as escrow agent (the "Escrow Agent").


RECITALS


A. Pursuant to that certain Asset Purchase Agreement (the "Purchase Agreement") dated as of March 16, 2000, among Amherst Southwest, Allstar and Amherst Technologies, L.L.C., as amended by Amendment No. 1 to Asset Purchase Agreement, Amherst Southwest is acquiring certain assets of Allstar's CP Division and El Paso IT Business. Capitalized terms used in this Agreement, unless otherwise defined, shall have the meanings ascribed to them in the Purchase Agreement.


B. The execution and delivery of this Escrow Agreement is required by Amendment No. 1 to Asset Purchase Agreement, which requires Amherst Southwest to deposit the sum of Five Hundred Thousand Dollars ($500,000) (the "Escrow Fund") with the Escrow Agent pursuant to the terms of the Purchase Agreement and this Escrow Agreement.


NOW THEREFORE, in consideration of the promises and covenants set forth below, the parties hereto agree as follows:


1. Appointment; Delivery of Escrow Fund at Closing. Upon the terms and subject to the conditions of this Escrow Agreement and the Voting Agreement, Amherst Southwest and Allstar hereby appoint the Escrow Agent to act as escrow agent with respect to the Escrow Fund (which shall include any earnings thereon), and the Escrow Agent hereby accepts such appointment and agrees to hold and deliver the Escrow Fund in accordance with the terms and provisions hereof. The Escrow Fund shall be held by the Escrow Agent in a separate account for the benefit of Amherst Southwest and Allstar as provided in this Escrow Agreement.


2. Disbursement of Escrow Fund. The Escrow Agent shall disburse the Escrow Fund in accordance with (1) the joint written instructions of Allstar and Amherst Southwest, or (2) the terms of any arbitration or Court order obtained pursuant to Section 3 hereof. Allstar and Amherst Southwest acknowledge their respective obligations to provide joint written instructions for the disbursement of the Escrow Fund pursuant to the terms of the Purchase Agreement.


3. Resolution of Disputed Claims.


(a) All disputes arising out of or relating to (i) this Agreement or any notice or instrument delivered pursuant to the terms hereof, or the transactions contemplated hereby, or (ii) the validity, interpretation, breach, or violation or termination hereof (including disputes arising under this Section 3 (each a "Dispute"), shall be finally and solely determined and settled by a nationally recognized certified public accounting firm selected by mutual agreement of the Parties, which firm is not rendering (and during the preceding two-year period, has not rendered) services to any of the parties or their respective Affiliates (the "Arbitrating Accountant"). In connection with the resolution of any Dispute hereunder, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The award of the Arbitrating Accountant shall be (1) the sole and exclusive remedy of the parties, (2) enforceable in any court of competent jurisdiction and (3) final and binding (absent manifest error) on the parties hereto. Amherst Southwest, on the one hand, and Allstar, on the other hand, shall each pay one-half of the fees and expenses of the Arbitrating Accountant with respect to any Dispute.


(b) In the event that Allstar and Amherst Southwest are unable to mutually agree on the Arbitrating Accountant within thirty (30) days, the Dispute shall be finally and solely determined and settled by arbitration in Houston, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association and this Section 3. Such arbitration shall be conducted by a single arbitrator, whom Allstar and Amherst Southwest shall request to be experienced in legal, financial and accounting matters. In any such arbitration proceedings, the arbitrator shall adopt and apply the provisions of the Federal Rules of Civil Procedure relating to discovery so that each party shall allow and may obtain discovery of any matter not privileged which is relevant to the subject matter involved in the arbitration to the same extent as if such arbitration were a civil action pending in a United States District Court for the Southern District of Texas. The arbitrator may proceed to an award notwithstanding the failure of any party to participate in such proceedings. The prevailing party in the arbitration proceeding shall be entitled to an award of reaso ...