AGREEMENT TECHNICAL SUPPORT ASSISTANCE

1
EXHIBIT 10.16

AGREEMENT
TECHNICAL SUPPORT ASSISTANCE

This Agreement is entered into by and between Hewlett-Packard Company ("HP"),
located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and National TechTeam,
Inc. ("Seller"), located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
This Agreement and the attached addenda constitute the entire agreement.

1. PRECEDENCE
1.1. The provisions of this Agreement and the attached exhibits
and addenda hereto take precedence over the Seller's additional or
different terms and conditions, to which notice of objection is
hereby given. Acceptance by the Seller is limited to HP's terms and
conditions. No change or modification of any of the terms and
conditions herein shall be valid or binding on either party unless
in writing and signed by an authorized representative of each party.
1.2. In the event of any conflict between the provisions of this
Agreement and any addenda, the order of precedence is as follows:
a. This Agreement and any modifications to this Agreement ;
b. The addenda to this Agreement and any modifications to
the addenda;
1.3. All references in this Agreement to "HP" shall mean only the
Customer Support Center (CSC) or the Home Products Division (HPD).

2. NOTICES
Any notices sent by the Seller pursuant to this Agreement are to
be sent to the HP address specified in this Agreement , and to the
attention of the contract manager within HP's Customer Support
Center.

3. CHOICE OF LAW
This Agreement shall be interpreted and governed in all respects
by the laws of the State of California.

4. DEFINITIONS
4.1. Definitions in addition to the terms defined in the
Agreement:
4.1.1. "Customers" are end-users requesting post-sales technical
support, or authorized HP resellers and HP sales force
representatives requesting pre-sales or post-sales support
for HP products.
4.1.2. "Customer Support Center" (CSC) is HP's support organization
for end users, authorized resellers, and HP sales force
representatives of HP printers, plotters, scanners, faxes and
PCs, located in Boise, Idaho.
4.1.3. "Home Products Division" (HPD) is the HP division
responsible for development, manufacturing, and marketing of
the Multimedia computers described in this Agreement,
located in Santa Clara, California.
4.1.4. "The Work" The services performed by the Seller as
described in this Agreement shall hereinafter be referred to
as "the work".
4.1.5. "Technician" - a Seller employee whose primary
responsibility is answering Customer inquiries on HP
products. This may refer to either HP employees or Seller
employees.
4.1.6. "Talk-time" - the amount of time spent talking to customers.
This can be measured on a per call basis, or per Technician
per day basis.
4.1.7. "After call work time" - the amount of time spent by a
Technician capturing call information after the customer/
Technician conversation has ended.
4.1.8. "Availability" - the amount of time when a Technician is
logged on to the phone system and is ready to accept a call
from a customer. One minus occupancy percent equals
percentage of availability.

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4.1.9. "Occupancy" - the sum of talk-time plus after call work time
equals occupancy. One minus availability percent equals
percentage of occupancy.
4.1.10. "On-line time" - the amount of time Technician is logged on
to the phone system, regardless of the Technician's work
status. Availability plus talk time plus after call work
time equals on-line time.
4.1.11. "Off-line time" - the amount of time a Technician is logged
off the phone system.
4.1.12. "Free support" - support which is provided to the end user
without charge.
4.1.13. "Fee Based Support" - services that are beyond basic set-up
and configuration support or troubleshooting and are
provided to the end-user according to a fee schedule.

5. SERVICE AND PROCESS SCOPE
5.1. SERVICE DESCRIPTION
This Agreement covers the answering of technical assistance phone
calls from customers of certain HP products, and technical
assistance phone calls from HP sales representatives. The Seller
will collect information about each caller and each call. This
information will be synthesized and provided to HP. These
activities will take place at the Seller's facility. A detailed
listed of the duties and responsibilities of both the Seller and HP
is found in Addendum A of this Agreement. The specific list of
products to be supported by the Seller are Addendum D.
5.2. TRANSPARENCY OF SELLER TO HP CUSTOMERS
The Seller will provide support in a manner in which the origin of
the support is transparent to HP Customers. HP Customers are not
to know whether they are speaking with HP or with the Seller acting
on behalf of HP.
5.2.1. Technicians with answer the phone "Thank you for calling
Hewlett-Packard technical support, my name is 'technician
name'".
5.3. CALL TRANSFERS
The Seller may be required to transfer the Customer to other HP
locations. These may include transfers to CSC, HP product repair
facilities, HP driver distribution facilities, HP dealer locator
services, and HP bulletin board services. A phone list describing
transfer phone numbers, transfer processes and procedures is
attached as Addendum E.
5.4. RELATIONSHIP OF THE PARTIES
5.4.1. The relationship of the parties to this Agreement is that of
owner and contracting firm.
5.4.2. Seller shall neither assign any rights nor delegate any
duties under this Agreement without the prior written consent
of HP. This prohibition extends to all assignments and
delegations that may be prohibited by agreement. Seller shall
not subcontract any of the work without the prior consent of
HP; if HP consents to the use of a subcontractor, such
subcontractor shall be bound to the terms and conditions of
this Agreement as an agent of the Seller.
5.4.3. The Seller shall be solely responsible for any employment
related taxes, insurance premiums, or other employment
benefits related to the Seller's performance of services under
this Agreement, and shall hold HP harmless on account thereof.

6. TERM
6.1. This shall be a twelve (12) month Agreement for the period of
April 1, 1995 to March 31, 1996, inclusive. Either party may, at
any time, except as stated in Section 17 - Default of this
Agreement, terminate this Agreement in writing upon sixty (60) days
prior notice. If no such notice is given, this Agreement will
expire on the first (1st) anniversary of the commencement date. On
such event, HP shall be liable only for payment in accordance with
the provisions of this Agreement for work performed prior to the
effective date of termination.
6.2. 60 days prior to the expiration date of this Agreement, HP
and the Seller will each provide notification to the other party of
their intent regarding continuation of the relationship. This
intent may include: renewal of the terms and conditions contained
in this document, re-negotiation of the terms and conditions of the
relationship, or termination of the relationship.

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6.3. If the expiration date of this Agreement is reached and HP
and the Seller are in the process of re-negotiating the terms and
conditions of the relationship, the terms of this may be extended
on a month-to-month basis contingent upon the mutual written
agreement of HP and the Seller.

7. HP BUSINESS FORECASTS
All business volume forecasts provided by HP pursuant to this
Agreement are only estimates, and shall not be construed to be
commitments to a certain level of business, and may be revised by
HP as business requirements change.

8. PRICING
8.1. REVIEW PERIOD The price for project start-up costs,
facsimile services and teleservices is in U.S. dollars, unless
otherwise stated, and shall remain in effect during the term of this
Agreement.. Prices and volumes will be reviewed at the end of each
three month period during the Agreement's term. Price changes must
be agreed to in writing by both HP and Seller.
8.2. PAYMENT HP shall pay Seller fees for services detailed in
this Agreement in accordance with the fee schedule in Addendum C,
attached. Seller shall ▇▇▇▇ HP at the end of each calendar month,
based upon actual costs incurred during that month, and HP shall pay
such invoices net 35 days after receipt of an appropriate invoice
from Seller.
8.3. DISCLOSURE Seller agrees to help HP understand Seller's
costs. Seller further agrees to disclose the cost components of its
teleservices processes with the intent of reducing overall costs.
HP agrees to provide assistance and information necessary to enable
Seller to reduce its costs with the understanding that such cost
savings shall be equally shared with HP.

9. LIST OF PERSONNEL
9.1. Prior to the start of work, and subsequently as personnel are
added, Seller shall submit to HP a list of employees who will
perform any portion of the work. This list shall state the names
and classifications of each employee. Prior to granting new
employees access to HP confidential information or proprietary HP
computer systems, Seller will ensure that each employee is made
aware of the Confidential Disclosure Agreement (in Addendum A)
between HP and the Seller and its applicability to the Seller's
employees. Seller will also ensure that, prior to assignment to the
HP account, each employee will read and sign HP's Non-Disclosure
Agreement (in Addendum A). Seller will keep these signed
Non-Disclosure Agreements on file during and after employment terms
of the employees performing work for HP.
9.1.1. The confidential information disclosure period shall be the
entire term of this Agreement. All information disclosed by
HP to the Seller during this period shall be considered
confidential for 1 year after the termination date of this
Agreement or subsequent renewals to this Agreement.

10. PERSONNEL REQUIREMENTS AND SELLER EMPLOYEE CONDUCT
10.1. SUPERVISION
All persons engaged in the work described in this Agreement shall
be subject to the direction, supervision, and control of the
Seller. Seller shall enforce strict discipline and good order
among Seller's employees and agents at all times during the
performance of this work. Seller shall assure that all persons
involved in the work are appropriately skilled for that portion of
the work assigned to them.
10.2. SELLER'S EMPLOYEE OBLIGATIONS
When Seller employees are visiting an HP location, all employees of
the Seller are obliged and required to follow all written/verbal HP
plant, safety and security rules in place while on the premises of
HP.
10.3. SELLER EMPLOYEE CONDUCT
Seller employees who represent HP will be required to understand
and abide by certain sections of the HP Standards of Business
Conduct when interacting with HP Customers on behalf of HP. The
pertinent sections of the HP Standards of Business Conduct are
attached as Addendum F.

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11. INSPECTION AND AUDIT
11.1. HP shall have the right to physically inspect at will the
teleservices processes being performed by the Seller. HP shall also
have the right to perform audits to ensure that customer service,
quality, process, and business controls are maintained. HP may
perform this inspection either by
monitoring the seller's performance in person, at the seller's
place of business, or by remote silent monitoring of seller's
employees' incoming telephone calls from HP customers. HP's
inspection may be for any purpose reasonably related to this
Agreement, including without limitation to assure Seller's
compliance with HP's quality requirements.
11.2. HP may periodically place simulated calls to the Seller as a
means of auditing the quality of the service provided by the Seller.
11.3. HP may conduct periodic Customer surveys to determine the
quality of the service provided by the Seller.
11.4. In order to verify the financial stability of the Seller's
corporation, the Seller will provide HP with annual audited
financial results each year the technical support relationship
remains in effect.

12. PHONE CALL RECORDING NOTIFICATION
12.1. The Seller's VRU must contain clear notification to
Customers that phone calls may be recorded. This notification must
occur immediately after the initial VRU salutation.
12.2. Sample VRU scripting:
"Thank you for calling Hewlett-Packard Technical Support. To
ensure high quality service, your call may be monitored or
recorded."

13. DISASTER RECOVERY
13.1. The Seller will provide disaster recovery plans to HP.
These will address the Seller's disaster avoidance plan and
contingency plans in the event phone service, computer activity, or
facility power is interrupted.
13.2. The Seller will notify HP immediately after identifying any
occurrence which has interrupted or will interrupt the ability of
the Seller perform the services described in this Program Document.

14. INDEMNIFICATION
14.1. RESPONSIBILITIES OF PARTIES
Seller will indemnify HP for all claims arising out of acts by
Seller not authorized by this Agreement. shall defend, indemnify
and hold harmless HP from and against any and all claims, losses,
demands, attorney fees, damages, liabilities, costs, expenses,
obligations, causes of action or suits;

a) For damage or injury (including death) to any person
(including employees) or damage to or loss of any property
arising out of or resulting from any negligent act or omission
by the Seller or its employees or agents;
b) Arising out of or relating to a failure by the Seller to
comply with any applicable federal, state or local law,
regulation, order, judgment or decree.

14.2. NOTIFICATION
Seller shall promptly notify HP in writing of any matter as to
which the above indemnification obligation relates.

14.3. DEFENSE OF CLAIMS
HP shall promptly, and in all events within sixty (60) days of
obtaining actual knowledge thereof, notify the Seller of the
existence of any claim, demand, or other matter requiring a defense
to which the Seller's obligations under this section would apply.
HP shall give the Seller a reasonable opportunity to defend the
claim, demand or matter at the Seller's own expense and with
counsel selected by the Seller and satisfactory to HP; provided
that HP shall at all times also have the right to fully participate
in the defense at its own expense. Any such

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claim, demand or other matter shall not be settled or
compromised without the consent of HP; provided, however, if HP
does not consent to such settlement or compromise, such claim,
demand or other matter shall not be settled or compromised, but the
Seller's obligation to indemnify with respect hereto shall be
limited to the amount for which such claim, demand, or other matter
could have been settled or compromised, together with the cost of
defense through the date such matter could have been
settled or compromised. If the Seller shall, within a reasonable
time after the receipt of the notice, fail to defend, HP shall have
the right, but not the obligation, to undertake the defense, and to
compromise or settle, exercising reasonable business judgment, the
claim, demand or other matter on behalf, for the account and at the
risk of the Seller. If the claim is one that cannot by its nature
be defended solely by the Seller (including, without limitation,
any federal or state proceeding), HP shall make available, or cause
to be made available, all information and assistance that the
Seller may reasonably request.

15. EXCLUSIVITY
15.1. To ensure protection of HP proprietary information, the
Seller will not perform technical support activity for manufacturers
that are direct competitors of the HP products covered in this
Program Document at the same physical site as the support provided
for HP. If the Seller is approached by a company whose competitor
status with HP is unclear, the Seller will notify HP to inquire
whether this paragraph restrains Seller from accepting such
business.
15.2. Seller Technicians will perform service exclusively for HP.
Seller Technicians may not perform tasks for non-HP Seller clients.

16. CONFIDENTIAL INFORMATION
16.1. CONFIDENTIAL DISCLOSURE AGREEMENT
A Confidential Disclosure Agreement must be in place and/or updated
and signed by the appropriate company representatives when
confidential information is shared and identified.
16.2. DEFINITION OF CONFIDENTIAL INFORMATION
Seller shall not disclose to any person or entity, except as
necessary to perform work under this Agreement, any confidential
information of HP, whether written or oral, which Seller may obtain
from HP or otherwise, discover. As used in this article, the term
"confidential information" shall include, without limitation:
a) All information or data concerning or related to HP products
(including the discovery, invention, research, improvement,
development, manufacture, or sale of HP products) or business
operations (including sales costs, profits, pricing methods,
organizations, employee or customer lists, and processes);
b) All forecasts for production, support, or service requirements
submitted by HP pursuant to this Agreement, whether oral, written,
or communicated in computer-readable format; and
c) All HP property of a confidential nature.
16.3. RELATIONSHIP EXISTENCE
HP's expectation is that this relationship will remain
confidential. The existence of this relationship or terms of this
Agreement will not be disclosed without prior written approval from
the HP Customer Support Center Manager.
16.4. SEPARATION OF BUSINESS
HP business and information related to HP business will be
physically and logically separated from other Seller business and
information. The Seller will provide proof of this separation to
HP.
16.5. ACCESS
Seller shall maintain all confidential information in strict
confidence. Seller shall take all reasonable steps to ensure that
no unauthorized person or entity has access to confidential
information, and that all authorized persons having access to
confidential information refrain from any unauthorized disclosure.

16.6. EXCLUSIONS
These provisions shall not apply to any information that
a) Is rightfully known to Seller prior to disclosure by HP;

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b) Is rightfully obtained by Seller from any third party without
any obligation of confidentiality;
c) Is made available by HP to the public without restrictions;
d) Is disclosed by Seller with the prior written approval of HP;
or
e) Is independently developed by Seller.
16.7. DOCUMENTATION
HP shall provide any proprietary or non-proprietary documentation
to Seller regarding the products and parts deemed necessary by HP
to give customer service for such products and parts. All
documentation provided by HP or created by the Seller as a result
of this Agreement shall be treated by the Seller as HP confidential
information.

17. CONTINGENCIES
17.1. DELAYING CAUSES
Seller shall not be liable for any delay in performance under this
Agreement caused by an act of God or any other cause beyond
Seller's control and without Seller's fault or negligence
(collectively "delaying cause"). Seller shall, in the event of a
delaying cause, immediately give notice to HP of that cause.
17.2. HP'S RIGHTS
In the event of a delaying cause, HP may elect in its sole
discretion to suspend the Agreement in whole or in part for the
duration of the delaying cause; or terminate this Agreement or any
part thereof.

18. DEFAULT
18.1. HP'S RECOURSE
If the Seller fails to perform or breaches any material provision
of this Agreement, HP provides written notice to the Seller of such
failure to perform or breach, and Seller fails to provide a written
response within ten (10) days from HP's written notice, and fails
to cure the failure to perform or breach within thirty (30) days
from the receipt of such written notice, HP may, except as
otherwise prohibited by the United States Bankruptcy laws,
terminate the whole or any part of this Agreement. Further, if
voluntary bankruptcy proceedings are instituted against Seller and
not discharged within sixty (60) days, HP may, except as otherwise
prohibited by United States Bankruptcy laws, terminate the whole or
any part of this Agreement.
18.2. PROCUREMENT OF SERVICES
In the event that HP terminates this Agreement in whole or in part,
as provided in this section on Default, HP may procure, upon such
terms and in such manner as HP deems appropriate, services similar
to the services as to which this Agreement is terminated. Seller
shall reimburse HP upon demand for all additional costs incurred by
HP in purchasing such similar services.
18.3. RIGHTS OF LAW
The rights and remedies granted to HP pursuant to this Agreement
are in addition to, and shall not be deemed to limit or affect, any
other rights or remedies available at law or in equity.

19. PROGRAM CONTACTS

19.1. Written correspondence regarding this Agreement should be
addressed as follows:

If to HP:

Hewlett-Packard Company
Customer Support Center
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇

If to Seller:

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National TechTeam
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

19.2. Electronic mail correspondence regarding this Agreement should be
addressed as follows:

If to HP:
▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇▇.▇▇.▇▇▇

If to Seller:
▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

19.3. Telephone contacts regarding this Agreement are:
HP
--
CSC Contact
▇▇▇▇ ▇▇▇▇▇▇▇▇----------------------------- (▇▇▇) ▇▇▇-▇▇▇▇
FAX number ----------------------------- (▇▇▇) ▇▇▇-▇▇▇▇
Home Products Division
▇▇▇ ▇▇▇▇▇ ------------------------------ (▇▇▇) ▇▇▇-▇▇▇▇
Technical Resource or Technical Escalations
▇▇▇ ▇▇▇▇▇ ------------------------------ (▇▇▇) ▇▇▇-▇▇▇▇
Customer Satisfaction Escalations
FAX number ------------------------------ (▇▇▇) ▇▇▇-▇▇▇▇
Hotline phone number---------------------- (▇▇▇) ▇▇▇-▇▇▇▇
Cellular phone number--------------------- (▇▇▇)▇▇▇-▇▇▇▇

SELLER
-------
Contract related issues:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇

Operational Management issues:
▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇

Tactical Project Management
▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇
Fax, for HP to Seller use only (▇▇▇) ▇▇▇-▇▇▇▇

20. USE OF THE HEWLETT-PACKARD NAME AND TRADEMARKS
20.1. HP grants to Seller a personal non-exclusive license to use
the trademarks identified below in conjunction with the services
performed pursuant to this Agreement provided that Seller and
Seller's agents meet the HP quality requirements set out in this
Agreement or otherwise set by HP. In connection with the use of
these trademarks, Seller shall not represent that Seller has any
ownership in the Trademarks, Seller will not attempt to register the
▇▇▇▇ in any for, and the parties acknowledge that the use of the
Trademarks shall be only for the benefit of HP. HP may terminate
this license immediately if Seller does not meet the HP quality
requirements. Seller shall indemnify HP from any cost, claims or
damages arising from the intentional acts of Seller or it's agents
relating to the use of the Trademark in any manner except as
permitted by this Agreement.
20.2. Trademarks authorized for use by Seller: "HP", "Hewlett-Packard"

21. ADDENDA ATTACHED

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All addenda to this Agreement shall be deemed a part of this Agreement
and incorporated herein. Terms which are defined in this Agreement, and
used in any addendum, have the same meaning in the addendum as in the
Agreement.

The following addenda are hereby made a part of this Agreement:

Addendum A -- Confidential Disclosure Agreement
Addendum B -- Process Definitions
Addendum C -- Pricing And Fee Schedule
Addendum D -- HP Products Supported By The Seller
Addendum E -- HP Standards Of Business Conduct
Addendum F -- HP 3rd Party Seller Monitoring Form

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized representatives.

Hewlett-Packard Company
Worldwide Sales, Distribution, and Support
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇ National TechTeam
Title: General Manager, Worldwide Sales, By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Distribution, and Support Title: Senior Vice President

Signature: Signature: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------- -----------------------------

Date Signed: Date Signed:
------------------------- ---------------------------

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ADDENDUM A
HEWLETT-PACKARD COMPANY
CONFIDENTIAL DISCLOSURE AGREEMENT

Multi-part standard Confidential Disclosure Agreement attached.

Addendum A - Page 1 of 1

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[HEWLETT PACKARD LOGO]

CONFIDENTIAL DISCLOSURE AGREEMENT

Effective Date: April 1, 1995

In order to protect certain confidential information, Hewlett-Packard Company
and its corporate affiliates ("HP"), and the "Participant" identified below,
agree that:

1. DISCLOSING PARTY: The party disclosing confidential information
("Discloser") is Both

(Note: Fill in "HP", Participant", or "both parties".)

2. PRIMARY REPRESENTATIVE: Each party's representative for coordinating
disclosure or receipt of confidential information is:

HP: ▇▇▇▇ ▇▇▇▇▇▇▇▇

Participant: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

3. DESCRIPTION OF CONFIDENTIAL INFORMATION: The confidential information
disclosed under this Agreement is described as:

HP: HP operational information, current & future product information, shipment
projections, support volume

PARTICIPANT: Call center operational information.

(Note: Be specific; for example, individually list materials provided.
Attach additional sheets if needed.)

4. USE OF CONFIDENTIAL INFORMATION: The party receiving confidential
information ("Recipient") shall make use of the confidential information only
for the following purpose (e.g., "evaluation and testing for a make/buy decision
on project xyz"):

HP: Validation of delivery against contract.

PARTICIPANT: Delivery against contract specifications.

5. CONFIDENTIALITY PERIOD: This Agreement and Recipient's duty to hold
confidential information in confidence expire on:

March 31, 1999

(Note: This is the period of protection of confidential information.)

6. DISCLOSURE PERIOD: This Agreement pertains to confidential information that
is disclosed between the Effective Date and

March 31, 1996

(Note: This is the period during which confidential information is going to be
disclosed.)

7. STANDARD OF CARE: Recipient shall protect the disclosed confidential
information by using the same degree of care, but no less than a reasonable
degree of care, to prevent the unauthorized use, dissemination, or publication
of the confidential information as Recipient uses to protect its own
confidential information of a like nature.

8. MARKING: Recipient's obligations shall only extend to confidential
information that is described in paragraph 3, and that: (a) comprises
specific materials individually listed in paragraph 3; or, (b) is marked as
confidential at the time of disclosure; or, (c) is unmarked (e.g. orally
disclosed) but treated as confidential at the time of disclosure, and is
designated as confidential in a written memorandum sent to Recipient's primary
representative within thirty days of disclosure, summarizing the confidential
information sufficiently for identification.

9. EXCLUSIONS: This Agreement imposes no obligation upon Recipient with respect
to information that: (a) was in Recipient's possession before receipt from
Discloser; (b) is or becomes a matter of public knowledge through no fault of
Recipient; (c) is rightfully received by Recipient from a third party without a
duty of confidentiality; (d) is disclosed by Discloser to a third party without
a duty of confidentiality on the third party; (e) is independently developed by
Recipient; (f) is disclosed under operation of law; or (g) is disclosed by
Recipient with Discloser's prior written approval.

10. WARRANTY: Each Discloser warrants that it has the right to make the
disclosures under this Agreement. NO OTHER WARRANTIES ARE MADE BY EITHER PARTY
UNDER THIS AGREEMENT. ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS
PROVIDED "AS IS".

11. RIGHTS: Neither party acquires any intellectual property rights under this
Agreement except the limited rights necessary to carry out the purposes set
forth in paragraph 4. This Agreement shall not restrict reassignment of
Recipient's employees.

MISCELLANEOUS

12. This Agreement imposes no obligation on either party to purchase, sell,
license, transfer or otherwise dispose of any technology, services or
products.

13. Both parties shall adhere to all applicable laws, regulations and rules
relating to the export of technical data, and shall not export or reexport any
technical data, any products received from Discloser, or the direct product of
such technical data to any proscribed country listed in such applicable laws,
regulations and rules unless properly authorized.

14. This Agreement does not create any agency or partnership relationship.

15. All additions or modifications to this Agreement must be made in writing
and must be signed by both parties.

16. This Agreement is made under, and shall be construed according to, the laws
of the State of California, U.S.A.

HEWLETT-PACKARD COMPANY

Customer Support Center
--------------------------------
(Entity Name)

▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. MS 516
--------------------------------
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------
(Address)
BY
------------------------------
(Functional Manager's Signature)

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
(Name)

US CSC Manager
--------------------------------
(Title)

PARTICIPANT

National Tech Team
--------------------------------
(Company Name)

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------
(Address)

BY
------------------------------
(Authorized Signature)

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
(Name)

Senior VP
--------------------------------
(Title)

ADDENDUM B
PROCESS DEFINITIONS

1. DELIVERY AND HANDLING OF END USER TECHNICAL ASSISTANCE CALLS
1.1. End users who are calling for support on the target products
will call ▇ (▇▇▇) ▇▇▇-▇▇▇▇. This phone number will be owned by HP,
but will ring at the Seller's location. HP will incur all phone
company service tariffs associated with (▇▇▇) ▇▇▇-▇▇▇▇.
1.2. The Seller's Voice Response Unit (VRU) will route the calls
as defined by HP.
1.3. The customer's product registration will be verified by the
Seller. If the customer's product is not registered, the Technician
will perform product registration before technical assistance is
provided.
1.4. The Seller Technician will answer the customer call based on
information in the Seller knowledge base or in HP product
documentation. If information pertaining to the customer question
does not exist, the Technician will note this deficiency in the
Seller call tracking system.
1.5. The Seller Technician will create a call summary for every
call handled. This call summary will be recorded in the Seller call
tracking system.
1.6. In the event that the customer must be escalated for either
technical or customer satisfaction reasons, the Technician will do
so as documented in Customer Satisfaction Escalations section of
Addendum B.
1.7. The Seller will assist customers with software installation
questions for all non-Microsoft software products which are bundled
with the HP Personal Computer. The Seller will provide full
software support (including installation and usage assistance) for
any Microsoft software product which is bundled with the HP Personal
Computer.
1.8. Based on history, some Customers who do not own an HP
Multimedia computer will call ▇▇▇ ▇▇▇-▇▇▇▇. The Seller will
redirect these customers to the appropriate HP location. A phone
list of other HP locations will be provided to the Seller by HP.

2. DELIVERY AND HANDLING OF END USER HARDWARE FAILURE CALLS
2.1. In the event that a customer calls for technical assistance
and the customer is identified as having some sort of hardware
failure, the Technician will take one of two action paths:
a. If the customer's product failure is related to a user
replaceable part, as defined by HP (such as speakers,
microphone, combo card, keyboard, or mouse) the Seller will
process the order through the Seller's current relationship
and processes that are in place with HP SMO.
b. If the customer's product failure is related to a
non-user replaceable part or sub-assembly, the Seller will
initiate an on-site repair Customer Support Order (CSO)
through the HP SupportLine system.
c. Due to the expensive nature of warranty repairs, the
Seller will work to constantly improve the fault isolation
process thus minimizing No Parts Used (NPU) for on site
repairs and No Trouble Found (NTF) for on-site and
replacement parts service. As HP gather additional
information regarding the products covered in this Agreement,
specific NPU and NFT measurements will be defined.
2.2. The Technician will record all call related data in the
Seller call tracking system.

3. DELIVERY AND HANDLING OF RESELLER OR HP SALES REPRESENTATIVE CALLS
3.1. Authorized HP Resellers and HP Sales Representatives who are
calling for support on any HP CPO product will call ▇▇▇-▇▇▇-▇▇▇▇.
HP CSC in Boise will validate whether the caller is authorized to
use the ▇▇▇-▇▇▇-▇▇▇▇ phone number. If the caller is validated by
HP, calls on the products supported by the seller will be
transferred from Boise to the Seller. The Seller is expected to
provide the same level of technical assistance to Authorized
Resellers and HP Sales Representatives as for End Users.

Addendum B - Page 1 of 7

3.2. If the Reseller or HP Sales Representative is asking for
assistance regarding a sales promotion or marketing program, the
Seller Technician should transfer the call to the Reseller Support
Group at the CSC in Boise. HP will communicate to the Seller the
appropriate transfer phone number for these calls.
3.3. If the Reseller or HP Sales Representative is asking for
service assistance (assistance while repairing an HP product), the
Seller Technician will transfer the caller to the HP Response Center
in Atlanta (800 430-1801).

4. CUSTOMER SATISFACTION ESCALATIONS
4.1. In some cases, Customer satisfaction issues may arise that
are outside the control of the Seller. These calls will be
initially handled by the Seller supervisor or lead. If no
resolution which is satisfactory to the Customer can be reached,
the Customer name, phone number, address, Seller contact and problem
description will be recorded and sent either electronically or by
fax immediately to the HP Customer Support Center escalation
department at (▇▇▇) ▇▇▇-▇▇▇▇. A record of this action will be
recorded in the Seller's call tracking system. The call will remain
in a open status upon escalation.
4.1.1. Examples of customer satisfactions include:
- The customer believes HP owes money
to the customer (perhaps a product buy-back, warranty
extension, etc).
- Some portion of the customer request
will cause HP to spend money above the cost of technical
phone assistance.
- the customer is questioning some HP
policy or procedure.
- Any issue where the customer
discusses legal proceedings that could involve HP.
- The customer indicates that they need
to talk with someone who has the authority to solve
their problem and that authority does not exist within
the Seller's organization.
4.2. The CSC escalation department will assume ownership of the
call.
4.3. The CSC escalation department will provide resolution
information to the Seller, and the call status will be modified to
closed by the Seller.
4.4. In the event that the Seller escalates the call to the CSC
escalation department, the Seller SHOULD NOT set the Customers
expectation about possible resolution beyond the telling the
customer their call if being forwarded to the Customer Support
Quality department.

5. TECHNICAL ESCALATIONS
5.1. Hewlett-Packard's Home Products Division will provide
technical backup for the Seller. In the event a call is beyond the
technical abilities of the Seller Technicians or the Seller's Senior
Technicians, the Seller Team Lead will arrange contact with the HPD
technical resource desk.
5.1.1. HPD and the Seller will arrange periodic conference call
periods where any open technical escalations or issues can be
addressed.
5.2. Access to the HPD technical backup group will be limited to
the Seller Team Leads or supervisors. The Seller will be expected
to document the issue and resolution of any problem which is
escalated to HPD. This issues and resolutions will be included in
the Sellers knowledge base.
5.2.1. HP HPD will act as an additional technical resource for the
Seller. The Seller will retain ownership of the call.

6. HOURS OF OPERATION AND STAFFING
6.1. National TechTeam will provide staffing to handle in-bound
phone calls 24 hours per day, 7 days per week, 365 days per year.

7. PERFORMANCE METRICS
7.1. All performance metrics described below are HP's expectations
as of the commencement date of the Work. Any and all performance
measures are subject to change at HP's sole discretion. The

Addendum B - Page 2 of 7

Seller will be expected to adjust performance to match HP's
expectations within a reasonable time period. The appropriate time
period for adjustment will be jointly agreed to between HP and the
Seller.
7.2. 95% of all calls must be picked up and serviced by a
Technician within 3 minutes. This service level metric must be met
on a daily basis.
7.2.1. Calls will not be pulled from the queue for later call back
in order to meet service level objective.
7.2.2. HP will provide a 3 month rolling forecast to the Seller.
This will be provided monthly. This forecast will include a
plus or minus 10% boundary.
7.2.3. The service level objective described in paragraph 7.2 above
will be met by the Seller up to the upper bound of the
forecast described above in paragraph 7.2.2. Beyond the upper
bound of the forecast, the seller will make every reasonable
attempt to service all callers as quickly as possible. HP
will consider service level degradation as predicted by the
Erlang C queuing model to be acceptable performance of the
Seller.
7.3. No call blockage is acceptable. Call blockage means: there
are not enough phone lines to handle the call demand and the
Customer receives a busy signal.
7.4. Call resolution rate (the number of customer contacts
required to reach resolution on a single problem), as identified by
the HP customer satisfaction survey, will not differ between the
Seller and HP CSC. HP will report call resolution rates to the
Seller as part of the monthly Customer Satisfaction Survey.
7.5. 94% of the Customers surveyed by HP will report a neutral or
positive experience with the technical assistance service delivered
by the Seller.
7.6. Results of HP CSC silent call monitoring will show no less
than 90% success rate for calls handled by the Seller.
7.6.1. Success rate will be determined by the ratio of positive
responses to total responses as scored by CSC call monitoring
teams.
7.6.2. The components of this score will include a combination of
communication skills, trouble shooting skills, and technical
accuracy. A copy of the "3rd Party Seller Monitoring Form" is
attached as Addendum G. HP may periodically change the items
on the "3rd Party Seller Monitoring Form" in order to better
reflect Customer expectations of support delivery.
7.7. Results of HP CSC silent call monitoring will show 100%
adherence to knowledge base documentation and approved training
materials as an information source answering Customer questions.
7.8. HP will define metrics for No Trouble Found (NTF) and No
Parts Used. These metrics will be communicated to the Seller as
they are defined.

8. EQUIPMENT
8.1. CARE OF HP EQUIPMENT All designs, materials and equipment
furnished to Seller by HP or paid for by HP in connection with this
Agreement (collectively "HP Property") shall:

- Be clearly marked or tagged as property of HP;
- Be subject to inspection by HP at any time;
- Be used only in servicing HP customer needs;
- Be reasonably kept separate from other materials,
tools, or property of Seller or held by Seller;

- Not be modified in any manner by Seller unless so directed
by HP;
- Have periodic maintenance performed by Seller; and
- Be kept free of liens and encumbrances which may arise due
to actions of Seller.

- The Seller will maintain an inventory list of HP
owned equipment and will audit the inventory of HP equipment
monthly. Results of the monthly inventory audit will be
reported to HP.
8.2. EQUIPMENT PROVIDED BY HP

Addendum B - Page 3 of 7

HP will provide the following equipment to the Seller for use by
Seller in fulfilling the requirements of this Agreement. HP will
retain ownership of all equipment described in this section.
8.2.1. HP personal computers for production uses such as data
collection and knowledge base access.
8.2.2. HP Multimedia personal computers for lab use.
8.2.3. HP peripherals for lab use.
8.2.4. HP will provide copies of the software which is bundled with
the HPD personal computers. The Seller will provide
Technicians with access to this software, either over the
network or on the individual Technician desktops. HP will
retain software license ownership for these software bundles.

8.3. EQUIPMENT PROVIDED BY NATIONAL TECHTEAM
At a minimum, the Seller will provide the following equipment for
use by Seller Technicians in fulfilling the requirements of this
Agreement. The Seller will retain ownership of this equipment
and/or maintain current software licenses.
8.3.1. Computer networking hardware and software that will allow
access by Technicians to necessary computer based support
tools.
8.3.2. All necessary phone equipment to accept delivery of the call
and route the call to the Seller Technician. The Seller will
provide a Voice Response Unit (VRU) to assist in automatic
customer call routing.
8.3.3. All necessary phone equipment to transfer calls to other HP
locations.
8.3.4. Knowledge base and call tracking tools.
8.3.5. Reasonable equipment and connections to allow HP to perform
remote, silent monitoring of Technician calls.
8.3.6. The Seller will provide reasonable equipment and connections
to allow HP to remotely monitor the queue status of the HP
support group on the Seller's phone switch.
8.3.7. Bulletin board software and hardware to allow the customer
to upload configuration files for use by the Seller
Technician in the problem identification and resolution
process.

9. TRAINING
9.1. The Seller's employees will be proficient with the personal
computer concepts, DOS, Windows, and various software applications.
Additionally, the Seller Technicians will have excellent trouble
shooting and Customer service skills. It is the responsibility of
the Seller to provide technology and environment training, trouble
shooting training, and Customer service skills training for the
Seller Technicians prior to beginning HP product specific training
or support.
9.1.1. HP will pay for training of all new Seller Technicians,
which are attributable to project growth, as described in the
pricing summary (Addendum C of this document).
9.1.2. The Seller will pay for Seller Technician training, when the
new Technicians are a result of Seller employee turnover.
9.2. If additional product support responsibility is awarded to
the Seller, HP and the Seller will jointly develop and deliver new
product support training. HP and the Seller will jointly determine
the appropriate method of training delivery (either class room,
train-the trainer, self paced, etc).
9.2.1. If this training can occur during the normal Seller
Technician work schedule, no additional costs will be covered
by HP. If Seller Technicians must attend training outside
their normal work schedule, HP will reimburse the Seller for
the actual cost of training. This reimbursement will be
dependent upon prior expense authorization from HP.
9.2.2. Class room training for Seller Technicians will occur at the
Seller's location. This training will be delivered by a
Seller trainer or an HP trainer. The audience for this
training will be Seller Technicians employed by the Seller at
the time the training

Addendum B - Page 4 of 7

occurs. HP will pay for the travel cost
of the HP trainer delivering the training program if HP feels
that an HP trainer is required.
9.2.3. Train-the-trainer sessions will be held at an HP location
(either Boise, Idaho or Santa Clara, California). This
training will be delivered by an HP trainer. The audience
for these train-the-trainer sessions will be determined by
the Seller. The Seller will pay for the travel cost of the
Seller employees attending train-the-trainer sessions at HP.
The Seller employees who attend the train-the-trainer
sessions will be responsible for training all Seller
Technicians on the material covered during the
train-the-trainer session.
9.3. Software drivers and software bundles are periodically
updated by HP. Depending on the purpose and scope of the update,
additional Technician training may be required. HP and the Seller
will jointly determine whether additional Technician training is
required. Training for updated software will be provided as
described above.

10. SUPPORT INFORMATION
10.1. During the term of this Agreement significant support
documentation will be created, both by HP and the Seller. This
documentation will reside in various forms, including: TOPIC
database, HP developed support notes, Seller developed FOLIOs, call
tracking systems, product manuals, etc.
10.1.1. HP will retain ownership of all information provided by HP.
10.1.2. HP will assume ownership of all information created by the
Seller as a result of the activity described in this
Agreement.
10.1.3. The Seller may not use HP support information for any
activity outside those activities intended by this
Agreement.
10.1.4. Seller will provide HP with unlimited access to all support
information held at the Seller's location.
10.2. HP and the Seller will each create support information. The
master database containing all information will reside at the
Customer Support Center in Boise. The Seller and HP will jointly
determine the process for ensuring that the CSC database and the
Seller database are version compatible.
10.3. All information provided by HP or collected by the Seller
will be considered confidential and will be handled by the Seller as
HP Confidential information, otherwise described in section 15 of
the Agreement.
10.4. Customer support delivered by the Seller will follow HP
developed or HP approved support documentation or product
documentation.
10.5. HP reserves the right to review and approve or dis-approve
any documentation created by the Seller for use in this project.

11. QUALITY MONITORING AND REPORTING
11.1. The Seller will perform periodic Technician monitoring. The
frequency of the monitoring will be determined by the Seller. HP
will provide a monitoring checklist, which will be considered a
minimum checklist and may be expanded by the Seller or by HP. A
copy of this monitoring checklist is attached as Addendum G.
11.2. The Seller will provide monthly metrics to HP regarding the
results of Technician monitoring. This will include a recap of
areas of deficiency and an action plan for resolution of any
deficiency.
11.3. The Seller will provide a mechanism for remote, silent
monitoring of Technicians by HP.
11.4. HP will provide the Seller with feedback regarding the
silent monitoring of Seller Technicians.
11.5. HP will have the right to request that individual
Technicians be removed from the HP support group due to misconduct
by the Technician. The Seller will be expected to immediately
comply with these requests.
11.6. HP will provide the Seller with summaries of customer
satisfaction survey results.
11.7. The Seller will provide customer names and phone numbers to
HP daily for the purpose of surveying the customer's satisfaction
with the support provided by the Seller.

Addendum B - Page 5 of 7

12. CALL TRACKING
12.1. The Seller must have the ability to track call history and
product issues on all supported products.
12.2. HP and the Seller will jointly develop a list of pre-defined
support issues and the corresponding definitions. The Seller will
report the results of data collected on these issues to HP at least
monthly. In some instances, the criticality of the product issues
may warrant reporting more frequently than monthly.

12.2.1. Seller will have processes in place which enable
Technicians to highlight issues which are not encompassed by
the pre-defined issues.
12.3. HP will assume and retain ownership for all HP customer
information and HP products issues information that are collected by
or provided to the Seller.
12.4. HP will have unlimited access to all databases containing
customer information for call issues data.
12.5. HP may require periodic, ad-hoc data collection.
12.6. The Seller will monitor Customer issues and will immediately
report emerging issues to HP.

13. REPORTING
13.1. The following information will be reported by the Seller to
HP daily. This information will be faxed or transmitted to HP by
9:00 am mountain time the day after the activity occurred:
13.1.1. service level - percent of calls picked up within 30
seconds, 60 seconds, 90 seconds, 120 seconds, 150 seconds,
and 180 seconds
13.1.2. average hold time
13.1.3. longest hold time
13.1.4. total calls offered, itemized by product family
13.1.5. total calls handled, itemized by product family
13.1.6. total call minutes, itemized by product family

13.2. The following information will be reported by the Seller to
HP monthly. This information will be faxed or transmitted to HP by
5:00 p.m. mountain time on the 2nd work day of the month after the
activity occurred:

13.2.1. total calls offered.
13.2.2. total calls handled, itemized by product.
13.2.3. total call minutes handled, itemized by product.
13.2.4. average inbound talk time, itemized by product.
13.2.5. total outbound calls handled, itemized by product.
13.2.6. total outbound minutes, itemized by product.
13.2.7. average outbound talk time, itemized by product.
13.2.8. total mis-routed calls which were redirected to another
HP support group.
13.2.9. service level - percent of calls picked up within 30
seconds, 60 seconds, 90 seconds, 120 seconds, 150 seconds,
and 180 seconds
13.2.10. total calls abandon. Abandon means the caller
disconnected (hung up) before a Technician picked up the
call.
13.2.11. amount to be invoiced by Seller for the previous months
activity.
13.2.12. average hold time before the call is picked up by a
Technician.
13.2.13. longest hold time before the call is picked up by a
Technician.
13.3. The following information will be reported by the Seller to
HP monthly. This information will be faxed or transmitted to HP by
5:00 p.m. mountain time on the 10th work day of the month after the
activity occurred:
13.3.1. monthly summary of downtime of critical support systems
(phone, networks, etc).
13.3.2. total calls blocked.
13.3.3. a copy of the invoice which was submitted by the Seller to
the HP accounts payable department.
13.3.4. monthly Seller employee turnover (specific to the HP
technical support group). This will include the number of
Technicians that left the HP technical support group, and
the number of Technicians that joined the HP technical
support group.

Addendum B - Page 6 of 7

13.3.5. monthly monitoring results and action plans to address any
deficiencies identified through the monitoring process.
13.3.6. results of the monthly HP equipment audit as described in
8.1 above.
13.3.7. total transactions associated with the Seller's call
tracking system (customers added, cases added, calls added).

13.4. The following information will be reported by the Seller to
HP weekly. This information will be transmitted to HP by 9:00 am
mountain time on the Tuesday following the week after the activity
occurred:
13.4.1. Number of calls offered
13.4.2. Number of calls handled by product
13.4.3. Summary of calls by issue (as tracked in the call tracking
system). This is to be issue information, not individual
database records. This should include issues and
sub-issues, and all information entered in free form
format by Technicians in the "comments" area.

Addendum B - Page 7 of 7

ADDENDUM C

PRICING AND FEE SCHEDULE

C.1 TECHNICAL INFRASTRUCTURE START-UP COSTS

Item Price each Total price for startup
-----------------------------------------------------------------------------------

CSU for T1-Span (2 needed for startup) 2142 4284
T1 multiplexer card 4172 8344
ACD queue message 901 901
Fax server PBX cards 636 636 Act 1254
Fax modem upgrade 552 552 Act 1254
Folio Macro Development in MS Word 1560 1560
HP BBS system ▇▇▇▇ ▇▇▇▇
Call process system phase one (IVR license) 17613 17613
File servers (2 duplex with UPS and tape b/u) 13039 26078
Cisco 3000 router 2120 4240 - 0
Report setup and customization 1500
SCO FTP server software 900
FTP server use PDO
Remote access to TracTeam 4508
Remote access to NTT ACD queue status 1255 - 7320
Vendor Support Services 2218
DID trunk card configuration 3059

TOTAL $82,399

C.2 ONE TIME PROGRAM MANAGEMENT START UP COSTS

Program Management, Launch Coordination
(▇▇▇ ▇▇▇▇▇▇▇▇ @ 50% x 3 mo. x $6000 9000
Telecom
(▇▇▇ ▇▇▇▇▇ @ 25% x 3 mo. x $6000 4500
Datacomm
(▇▇▇▇▇ ▇▇▇▇▇▇▇▇ @ 25% x 3 mo. $3750 2800
Training Development & Delivery *
(6 man months @ $4900) 18240

TOTAL $34,540

* Additional training development cost will be billed to HP at
cost, as it occurs, over the first 6 months of this project.

Addendum C - Page 1 of 3

C.3 PER TECHNICIAN EQUIPMENT AND TRAINING START UP COSTS (THESE
COSTS RECUR FOR EVERY TECHNICIAN ADDED FOR THE LIFE OF THE PROGRAM)

Rolm phone 624 display / ACS headset 698 Aspect 1470
Rolm phone card 226 Aspect 1470
Office equipment and terminal emulation sw 1151
Technician training (per seat)** 3000

TOTAL $5075

** Training cost calculation: (76230 minutes per year x $.6125
per minute) / (231 days per year x 15 days of training) = $3050.
TechTeam is providing technicians at cost during the training
period and does not recover development or delivery expenses
in this figure.

C.4 MONTHLY PER-TECHNICIAN RUNNING COST

HP will pay a flat per technician fee for the period April 1, 1995
through July 31, 1995. HP must approve the hiring of additional
technicians for the period April 1, 1995 through July 31, 1995.
Beginning August 1, 1995, the running cost for this activity will paid
for by HP via a per talk minute fee. This per minute fee is yet to be
determined, but will be something less that $.80 per minute.

For the period April 1, 1995 through July 31, 1995, the per technical fee
will be: $4837.

The calculation for this fee is: $.7615 per minute x 76230 minutes per
year / 12 months = $4837.

$.7615 per minute is calculated as follows:

Technician cost per minute .6923
Team lead cost per minute .0428
Other overhead labor .0381
Off hours, holiday premiums .0154
On-going training development/delivery .▇▇▇▇
▇▇▇▇▇▇▇▇ retraining .0060
Travel .0031
Employee care .0030
Discount (.0455)

TOTAL .7615

C.5 CALL TRACKING DATABASE DEVELOPMENT

As of March 27, 1995, approximately 600 hours of development
time has been estimated by National TechTeam as being required for
initial implementation of a call tracking system for this project.
These services will be billed at a rate of $65 / hour. Upon receipt
of a finalized call tracking system specification from HP, National
TechTeam will provide to HP a project schedule and the associated
costs, which will be mutually agreed to by both parties in writing.
Ongoing enhancements identified by HP will be billed at $65 / hour.
Additional license fees as required for exclusive use by the HP
project team (as required and agreed to by mutual written consent of
both parties) will be billed to HP at National TechTeam's actual
cost.

Addendum C - Page 2 of 3

National TechTeam shall provide to HP, for HP's use at its sole
discretion, all software developed by National TechTeam, its
subcontractors, or agents for use on the HP HPD project. This shall
include, but not be limited to, Customer Tracking System Client and
Server source code and object code at all levels. National TechTeam
shall provide both object code and source code in electronic form.
National TechTeam shall provide assistance to HP in implementing
these software systems in the HP environment.

As of March 27, 1995, the extimated total cost of Call Tracking
development is: $39,000

C.6 TRANSFER OF EQUIPMENT OWNERSHIP UPON TERMINATION

In the event that this agreement is terminated for any reason, all
tangible assets and equipment which have been purchased by HP (as
described in this Addendum C, and subsequent purchases not described
herein) shall become the property of HP. At its option, Seller may
purchase said tangible assets and equipment from HP according to the
following depreciation schedule:

o Software licenses and hardware (including, but not limited
to, ACD equipment, desktop personal computers, servers, routers, and
modems): 50% for first year, 25% second year, 25% third year.
o Furniture: 25% per year for four years.

Addendum C - Page 3 of 3

ADDENDUM D
HP PRODUCTS SUPPORTED BY THE SELLER

HP Multimedia Personal Computer 6100 (HP product # D3845A)
HP Multimedia Personal Computer 6140S (HP product # D3846A)
HP Multimedia Personal Computer 6170S (HP product # D3847A)
HP PC monitor (HP product # D3848A)

Addendum D - Page 1 of 1

ADDENDUM E

HP STANDARDS OF BUSINESS CONDUCT

All National TechTeam employees who are involved in the delivery of HP work
will be held to the same Standards of Business Conduct as employees of
Hewlett-Packard Company. This addendum describes these Standards of Business
Conduct. All National TechTeam employees who are involved in the delivery of
HP work must read and understand the entirety of this addendum. Any questions
related to any item should be directed through National Tech Team management to
Hewlett-Packard.

Non-compliance with any item described in this addendum will be considered
misconduct by the National TechTeam employee, and will constitute grounds for
immediate removal from all HP activity carried out by National TechTeam.

For purposes adherance to the HP Standards of Business Conduct only, National
Tech Team employees who are involved with HP work must comply with the same
rules as HP employees. This addendum does not in any way suggest that National
Tech Team employees are directly employed by HP. National Tech Team should
make it clear to National Tech Team employees that they are employed by
National Tech Team and not HP.

================================================================================

PRESIDENT'S MESSAGE

Our company's reputation means a lot to us. It's an asset money can't buy. It
opens doors for us when we call on customers, when we look for business
partnerships, when we deal with governments, and when we work to improve the
communities in which we operate. By all measures, HP enjoys one of the best
reputations any company has -- in any business -- anywhere in the world.

This hasn't happened by accident. Over the years employees at every level have
endeavored to build HP's reputation by fair and honest dealing in every
business transaction and relationship. Maintaining this reputation is a
critical objective for all entity managers. We expect every employee to make
this a personal responsibility as well.

These Standards of Business Conduct are intended to inform all employees of
their legal and ethical obligations to HP, its customers, competitors and
suppliers. Simply stated, every HP employee must comply with these standards.
I expect all managers to review these standards with their employees every year
in order to answer questions and to ensure compliance. Failure to comply with
these standards is regarded as misconduct and may result in termination of
employment.

Sometimes you may believe an HP employee has engaged in unethical or illegal
conduct. In this situation, you are expected to notify a manager or the
Personnel Department. As an alternative, a post
office box has been established by HP's Corporate Legal Department for
worldwide use to receive information on a confidential basis. The address is:
Hewlett-Packard Company
Corporate Legal Department (20 BQ)
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

The day-to-day performance of each of us adds to -- or subtracts from -- HP's
reputation as a company. Uncompromising integrity is part of the HP Way and
part of every HP job; it always has been, it always will be.

▇▇▇ ▇▇▇▇▇
President and
Chief Executive Officer

Addendum E - Page 1 of 5

CONFLICTS OF INTEREST
GENERAL POLICY
Although you are generally free to engage in personal financial and
business transactions, this freedom is not unlimited. You must
avoid situations where your loyalties may be divided between HP's
interests and your own interests. HP wants you to conduct yourself
so that you do not even appear to have a conflict. You can avoid
most unacceptable conflicts by following the rules described below.

OUTSIDE EMPLOYMENT
What are the limits on my working for another company or having my
own business? HP policy does not prohibit all outside employment,
but does forbid any outside employment that could lead to divided
loyalties. The following examples illustrate some of the
limitations on outside work:

*You may not be an employee, consultant or contractor for any
competitor of any HP division or operation. Example: you may not
work for a company which makes computers or peripheral products,
even if your division makes unrelated products.

*You may not be an employee, consultant or contractor for any HP
customer or supplier without written approval from your entity
manager. Further, you may not have more than one HP employment
status at a time. Example: you may not be an employee at one
division and also a consultant to another HP entity.

*You may not sell services or products similar to HP's services or
products. Example: you may not service HP products on your own
time.

*You may not engage in activities which support or promote a
competitor's products or services. Example: you may not write and
sell software for a competitor's products.

*You may not accept a position with another company if the time
demands of the position interfere with your HP job. Example: a
position which required receiving phone calls during your HP work
hours would not be acceptable.

PERSONAL BENEFIT FROM HP BUSINESS
When would it be wrong for me to benefit personally from conducting
HP business?

You must disclose all situations where you may be conducting HP
business with friends or family members. You must obtain written
approval from your entity manager before conducting business with
these individuals and you must remove yourself from any involvement
in the decision to retain their services. Thus, you would need
approval to hire your brother-in-law to do repair work on an HP
facility. If the entity manager approves, the transaction should
be handled by your manager or another department, and proposals
from competing businesses should be considered.

You may not personally benefit (other than your compensation from
HP) from any transaction undertaken on behalf of HP. For example,
a sales representative may not accept anything of value from an HP
reseller in return for promoting that company's products.

You may participate in published frequent traveler programs, except
those offering cash refunds. However, you may not participate in
frequent purchaser programs outside the travel industry. As an
example, you may not accept equipment from an office supply vendor
based on HP's purchases.

GRATUITIES FROM THIRD PARTIES

Addendum E - Page 2 of 5

Companies often exchange gifts. What can I accept?

Other than inexpensive advertising novelties or business meals and
entertainment, you and your immediate family may not accept any
gift, payment, loan, or other favor from a customer, supplier or
competitor.

Care should be exercised in accepting business meals and
entertainment. Such activities should be infrequent, consistent
with accepted business practices, and for the express purpose of
furthering a business relationship. You should not accept payment
of travel expenses by a customer or supplier without prior entity
manager approval. Some HP organizations may adopt more restrictive
rules in these matters.

In rare circumstances, local custom may call for an exchange of
gifts having more than nominal value as part of a business
relationship with a foreign company. In these situations you may
only accept such gifts on behalf of HP and with the approval of
your entity manager. Such gifts should be turned over to HP for
appropriate disposition such as HP internal use, general employee
benefit or donation to charity.

OUTSIDE DIRECTORSHIPS
What if I am asked to be a director for another organization?

You may not accept a position as a director of any HP competitor.
You may not accept a position as director of a company which
supports or promotes a competitor's products or services, without
prior approval of the Management Staff. Before becoming a director
of any HP customer or supplier, you must obtain the prior approval
of HP's president or an HP executive vice president. If you
encounter any situation as a director which conflicts with HP's
interests, you will need either to withdraw from participation in
the decision or resign as a director.

You may not receive separate compensation (including stock options)
for service on the board of directors of a company if the service
is at HP's request or in connection with an HP investment in, or
relationship with, that company.

FINANCIAL INTERESTS IN OTHER BUSINESSES
What personal investments are not acceptable?

You may not have a financial interest in any HP customer, supplier
or competitor that might cause divided loyalty or even the
appearance of divided loyalty. Whether there is divided loyalty
depends upon many factors, including: (a) your ability to
influence HP decisions that affect your personal interests; (b)
the size of the investment relative to your finances; and (c) the
nature of the relationship between HP and the other business.

REPORTING POTENTIAL CONFLICTS
When should I report an outside activity?

You do not have to report every outside activity. However, you
must promptly disclose in writing to your entity manager any actual
or potential conflicts of interest. The manager will review the
matter and communicate HP's position in writing.

The manager will indicate either (a) that HP has no present
objection to the relationship, subject to future review, or (b) the
steps you must take to resolve the conflict to HP's satisfaction.
Copies of the response and your disclosure will be kept in your
personnel file.

When reviewing a potential conflict, HP will consider the following
questions:

Addendum E - Page 3 of 5
25

- What kind of outside work will you be performing?

- Does the outside work involve an HP competitor, customer or
supplier?

- Are any HP products or services involved in your outside
work?

- Does any HP entity offer similar products or services as the
entity engaging you for the outside work?

- Does the outside work support or promote a competitor's
products?

- What are your HP duties?

- Can you influence HP decisions that affect the outside work?

- Will the outside work impact your ability to perform your
HP duties?

- Is this outside work an opportunity HP should take for
itself?

- Will you be getting an improper personal advantage?

- Are members of your family, friends, or other HP employees
involved in the outside work?

- Are you receiving gratuities, gifts or money that may be
improper?

- How will your actions appear to others--both inside and
outside HP?

HANDLING COMPANY INFORMATION
GENERAL POLICY
HP business information is company property which may not be
disclosed outside HP unless properly released to the public by HP.
If you disclose information about existing, new, or proposed
products or processes, it can hurt HP's competitive position and
jeopardize R&D efforts.

You must be sure that confidential or proprietary information is
appropriately safeguarded against external disclosure as well as
unauthorized disclosure within HP. Remember, when you store
sensitive HP data on a personal computer or workstation, you are
also responsible for applying the appropriate level of protection.
Under no circumstances should you disclose it to third parties
without prior approval from the responsible department manager.
Where business needs require such information to be disclosed
outside HP, you must complete appropriate confidential disclosure
agreements before disclosure. You should be equally careful when
releasing prototypes or models.

CONFIDENTIAL INFORMATION GUIDELINES
How do I know how sensitive certain information is?

HP has established guidelines for marking and handling sensitive
information. These guidelines establish four classes of sensitive
information. No other legends or designations should be used
within HP. For a more detailed discussion of how to handle
confidential and proprietary HP information, you should consult the
agreement signed by employees at the time of hiring and the HP
brochure called "Protecting HP Trade Secrets".

Addendum E - Page 4 of 5
26

* "HP Private - Not To Be Copied" - This designation is used
for information generated solely for management use to make major
decisions and must not be disclosed outside HP. "HP Private"
documents may be numbered for greater control and must not be
reproduced without written
permission of the originator. Examples include non-public
consolidated financial information, strategic business plans,
significant technical product data, R&D proposals and certain
product marketing strategies. "HP Private" documents must be
disposed of by shredding.

* "HP Confidential" - This designation is used for
information which if disclosed would damage HP's interests, such as
non-public organization charts, and other kinds of personnel
information, bids, sales forecasts, lab notebooks and customer
lists. "HP Confidential" documents should be disposed of by
shredding.

* "For HP Internal Use Only" - This designation is used for
information that will have broad distribution, but which is
considered sensitive and should not go outside HP, such as the
International Telephone and Communications Directory. In addition,
an appropriate designation such as "HP and HP Channel Partner
Internal Use Only" may be used for documents such as product
training materials which the business unit specifically decides may
be shared with HP resellers or other third party channels.

* "HP Proprietary" - This designation is used for drawings or
other documents containing proprietary information made available
to HP suppliers or other third parties. These drawings should not
be duplicated or disclosed except as authorized by the responsible
HP person.

HANDLING COMPANY ASSETS
GENERAL POLICY
Each employee must take care to safeguard HP's assets. This
includes protecting them from unauthorized use. Use of HP assets
for any unlawful or improper purpose is strictly prohibited.

COMMENTING ABOUT COMPETITORS
GENERAL POLICY
Competition is a fact of business life. HP emphasizes the quality
of its products and avoids disparaging comments about competitors
or their products. When you talk about a competitor or its
products, the statements must be fair, factual and complete.

BUSINESS PRACTICES INVOLVING BOTH END USER AND RESELLERS
GENERAL POLICY
You must deal fairly and honestly with HP's customers. You should
exercise caution when offering discounts on purchases of different
product combinations. Exchange of confidential information is not
permitted without a written agreement.

CLOSING COMMENT
The practices in this brochure are only some of the legal and ethical standards
you must observe as an HP employee. Each employee has an important
responsibility to help maintain HP's reputation for the highest standards of
integrity. If you have any questions, contact your supervisor who will in turn
contact the HP liaison..

Addendum E - Page 5 of 5

ADDENDUM F

QUALITY MONITORING FORM

AGENT GROUP: ___________ CALL NUMBER: _____________ TAPE NUMBER/DATE: _______

PRODUCT: ___________ CSC MONITORS: _______________________________________

QUESTION: __________________________________________________________________

SCORING:

0 1 2 3 N/A
No Effort Made Minimal Effort Made Improvement Needed No Improvement Needed Not Applicable

SECTION 1 - CUSTOMER SERVICE SKILLS

0 1 2 3
A. The agent offered their name and identified HP and/or product. / / / / / / / /
B. The agent used language in a manner which reflected the / / / / / / / /
customer's ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇. / / / / / / / /
▇. The agent answered questions in a confident manner. / / / / / / / /
D. The agent was professional and courteous throughout the call.
NUMBER OF BOXES CHECKED PER COLUMN: SECTION
/x 0/ /x 1/ /x 2/ /x 3/ TOTAL / /
CUSTOMER SERVICE SKILLS SCORE: /=0/ /=/ /=/ /=/

SECTION 2 - TROUBLESHOOTING

0 1 2 3 N/A
A. The agent gathered pertinent information to troubleshoot the call and
retained this information throughout the call. / / / / / / / /
B. Agent used available resources and efficient troubleshooting
techniques. / / / / / / / /
C. The agent proved product functionality. / / / / / / / /
D. The agent verified the solution. / / / / / / / /
E. The agent educated the customer to prevent callback (rework). / / / / / / / /
F. The information given was consistent with CSC guidelines of support. / / / / / / / /
G. The agent offered AFS1 as a supplement to the call. / / / / / / / /
NUMBER OF BOXES CHECKED PER COLUMN:
/x 0/ /x 1/ /x 2/ /x 3/
TROUBLESHOOTING SKILLS SCORE /=0/ /=/ /=/ /=/

SECTION 3 - TECHNICALLY CORRECT

0 1 2 3 N/A
A. The elements of the call were technically
correct.
BOXES CHECKED (MAXIMUM IS 1 FOR THIS SECTION)
/x 0/ /x 2/ /x 4/ /x 6/
TECHNICALLY CORRECT SCORE /=0/ /=/ /=/ /=/ /*/

SECTION 1 TOTAL (CUSTOMER SERVICE SKILLS) ______________________________________
+ SECTION 2 TOTAL (TROUBLESHOOTING SKILLS) ______________________________________
+ SECTION 3 TOTAL (TECHNICALLY CORRECT) ______________________________________

Addendum F -- Page 1 of 2

28
= TOTAL ______________________
/ HIGHEST POSSIBLE SCORE ______________________
2

=CALL QUALITY SCORE ______________________
3

Addendum F - Page 2 of 2

29
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