Sample Business Contracts


Distribution Agreement - Ingram Micro Inc. and Red Hat Software


                             DISTRIBUTION AGREEMENT

        THIS DISTRIBUTION AGREEMENT ("Agreement"), is entered into this 15th day
of October, 1998, by and between INGRAM MICRO INC. ("Ingram"), a Delaware
corporation, having its principal place of business at 1600 E. St. Andrew Place,
Santa Ana, California 92705, and RED HAT SOFTWARE ("Vendor"), a DELAWARE
corporation, having, its principal place of business at 4201 RESEARCH COMMONS,
SUITE 100, RESEARCH TRIANGLE PARK, NORTH CAROLINA 27709. The parties desire to
and hereby do, enter into a distributor/supplier relationship, the governing
terms and mutual promises of which are set out in this Agreement.


1.       DISTRIBUTION RIGHTS

1.1      TERRITORY. Vendor grants to Ingram, including its affiliates for
resale, and Ingram accepts, a [CONFIDENTIAL TREATMENT REQUESTED]** national
full line distributor exclusive or the retail Product and a [CONFIDENTIAL
TREATMENT REQUESTED]** national full line distributor exclusive for the
enterprise Product and a non-exclusive right thereafter. All computer
Products produced and/or offered by Vendor ("Product") during the term of
this Agreement shall be distributed worldwide. Ingram shall have the right to
purchase, sell and ship to any reseller within the territory or to Ingram's
affiliate, or at Vendor's option Ingram's affiliate may purchase direct from
Vendor.

1.2      PRODUCT Vendor agrees to make available and to sell to Ingram such
Product as Ingram shall order from Vendor at the prices and subject to the terms
set forth in this Agreement. Ingram shall not be required to purchase any
minimum amount or quantity of the Product.

2.       TERM AND TERMINATION

2.1      TERM The initial term of this Agreement is one (1) year. Thereafter the
Agreement will automatically renew for successive one (1) year terms, unless it
is earlier terminated.

2.2      TERMINATION

         (a) Either party may terminate this Agreement, with or without cause by
giving thirty (30) days written notice to the other party.

         (b) Either party may immediately terminate this Agreement with written
notice if the other party.

                (i)   materially breaches any term of this Agreement and such
                      breach continues for thirty (30) business days after
                      written notification thereof; or

                (ii)  ceases to conduct business in the normal course, becomes
                      insolvent, makes a general assignment for the benefit of
                      creditors, suffers or permits the appointment of a
                      receiver for its business or assets, or avails itself of
                      or becomes subject to any proceeding, under any Bankruptcy
                      Act or any other federal or state statute relating to
                      insolvency or the protection of rights of creditors, or

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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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                (iii) attempts to assign or otherwise transfer its rights
                      hereunder IN VIOLATION OF THE TERMS AND CONDITIONS OF THIS
                      AGREEMENT.

3.       INGRAM OBLIGATIONS

         PRODUCT AVAILABILITY Ingram will list Product in its catalog(s) as
appropriate and endeavor to mark such Product available to customers.

3.2      ADVERTISING Ingram will advertise and/or promote Product in a
commercially reasonable manner and will transmit as reasonably necessary Product
information and promotional materials to its customers.

3.3      SUPPORT Ingram will make its facilities reasonably available for Vendor
and will assist in Product training and support. Ingram will provide reasonable,
general Product technical assistance to its customers, and will direct all other
technical issues directly to Vendor.

3.4      ADMINISTRATION
         (a) Upon request, Ingram will furnish Vendor with a valid tax exemption
certificate.

         (b) Ingram will provide Vendor standard sales-out and inventory reports
via its electronic Bulletin Board System. NON-STANDARD "SALES OUT" INFORMATION
SHALL BE PROVIDED BY INGRAM SUBJECT TO A SEPARATE POINT OF SALE REPORT LICENSE
AGREEMENT, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT G.

         (c) Ingram may handle its customers' Product returns by batching
them for return to Vendor at regular intervals.

4.       VENDOR OBLIGATIONS

4.1      SHIPPING/EXPORT
         (a) Vendor shall ship Product pursuant to Ingram purchase order(s)
("P.O."). Product shall be shipped F.O.B. Ingram's designated warehouse with
risk of loss or damage to pass to Ingram upon delivery to the warehouse
specified in Ingram's P.O.

         (b) Ingram requires concurrent with the execution of this Agreement
Export Administration Regulations product classification and supporting
documentation: Certificate of Origin (General Use and/or NAFTA), Export
Commodity Control Number's; (ECCN's), General License and/or Individual
Validated License information and Schedule "B"/Harmonized Numbers. This applies
when distribution rights granted under Section 1.1 are outside the United States
for the initial Product/s and when additions or changes to these Products
occurs.

4.2      INVOICING For each Product shipment to Ingram, Vendor shall issue to
Ingram an invoice showing Ingram's order number, the Product part number,
description, price and any discount. At least monthly, Vendor shall provide
Ingram with a current statement of account,

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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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listing all invoices outstanding and any payments made and credits given since
the date of the previous statement.

4.3      PRODUCT AVAILABILITY Vendor agrees to USE COMMERCIALLY REASONABLE
EFFORTS TO maintain sufficient Product inventory to fill Ingram's orders. If a
shortage of any Product exists, Vendor agrees to allocate its available
inventory of such Product to Ingram in proportion to Ingram's percentage
of all of Vendor's customer orders for such product during the previous
[CONFIDENTIAL TREATMENT REQUESTED]**.

4.4      PRODUCT MARKING Vendor will clearly mark each unit of Product with
the Product name and computer compatibility. Such packaging will also bear a
machine-readable bar code identifier scannable in standard Uniform Product
Code (UPC) format. The bar code must identify the Product as specified by the
Uniform Code Council (UCC). The bar code shall fully comply with all
conditions regarding standard product labeling set forth in Exhibit B in the
then-current Ingram GUIDE TO BAR CODE: THE PRODUCT LABEL. Vendor may be
assessed a [CONFIDENTIAL TREATMENT REQUESTED]** charge for all Product not in
conformance herewith.

4.5      TECHNOTES Vendor will within thirty (30) days of execution of this
Agreement sign the CIS/ Manufacture Product Information Library - TechNotes and
Content Distribution Agreements as shown in Exhibit C and provide the required
product information in the designated template format.

4.6      SUPPORT [CONFIDENTIAL TREATMENT REQUESTED]** Vendor shall support
Product and any reasonable Ingram efforts to sell Product. Vendor shall also
provide to Ingram, its employees, and its customers reasonable amounts of
sales literature, advertising materials, and training and support in Product
sales WHEN REASONABLY REQUESTED BY INGRAM.

4.7      NEW PRODUCT Vendor shall endeavor to notify Ingram at least
[CONFIDENTIAL TREATMENT REQUESTED]** days before the date any new Product is
introduced. Vendor shall make such Product available for distribution by Ingram
no later than the date it is first offered for sale in the marketplace.

4.8      INSURANCE Vendor shall carry insurance coverage for product
liability/completed operations with minimum limits of [CONFIDENTIAL TREATMENT
REQUESTED]**. Within [CONFIDENTIAL TREATMENT REQUESTED]** days of full
execution of this Agreement, Vendor shall provide Ingram with a Certificate
of Insurance. This Certificate of Insurance must include: (i) a broad form
endorsement naming Ingram as an additional insured, and (ii) a mandatory
thirty (30) day notice to Ingram of insurance cancellation.

4.9      WARRANTIES/CERTIFICATION

         (a) GENERAL WARRANTY Vendor represents and warrants that (i) it has
good transferrable title to the Products, (ii) the Product will substantially
perform in conformity with specifications and documentation supplied by
Vendor, (iii) to the best of Vendor's knowledge, the Product or its use does
not infringe any patents, copyrights, trademarks, trade secrets, or any other
intellectual property rights, (iv) to the best of Vendor's knowledge, that
there are no suits or proceedings pending or threatened which allege any
infringement of such proprietary rights, and (v) to the best of Vendor's
knowledge, the Product sales to Ingram do not in any way constitute
violations of any law, ordinance, rule or regulation in the distribution
territory.

         (b) WARRANTY Vendor hereby represents and warrants that to the best
of Vendor's knowledge, any Product offered for distribution does not contain
any obscene, defamatory or libelous matter or violate any right of publicity
or privacy

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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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         (c) END-USER WARRANTY Vendor shall provide a warranty statement with
Product for end user benefit. This warranty shall commence upon Product delivery
to end-user.

         (d) MILLENNIUM COMPLIANCE WARRANTY INTENTIONALLY DELETED.

         (e) EU WARRANTY Vendor further warrants TO THE
BEST OF VENDOR'S KNOWLEDGE, and represents for Products distributed to the
European Union ("EU") that the Products will be accepted under all EU
directives, regulations and EU country's legislation.

         (f) MADE IN AMERICA CERTIFICATION Vendor by the execution of this
Agreement certifies that it will not label any of its products as being "Made in
America," "Made in U.S.A.," or with similar wording unless all components or
elements of such Product is in fact made in the United States of America. Vendor
further agrees to defend, indemnify and hold harmless from and against any and
all claims, demands, liabilities, penalties, damages, judgments or expenses
(including attorney's fees and court costs) arising out of or resulting in any
way from Product that does not conform to the Certification.

5.       PRICING

5.1      INGRAM PRICING The suggested retail price and any Ingram discount for
Product is set out in Exhibit D. Vendor may modify Exhibit D with a minimum of
[CONFIDENTIAL TREATMENT REQUESTED]** advance written notice to Ingram. All
Ingram orders for Product will be billed at the price in effect when the order
is placed. Ingram shall have sole discretion as to selling price of Product to
its customers.

5.2      VENDOR PRICING [CONFIDENTIAL TREATMENT REQUESTED]**.

5.3      INTERNATIONAL PRICING [CONFIDENTIAL TREATMENT REQUESTED]**.

5.4      PRICE ADJUSTMENTS If Vendor reduces any Product price, or offers
increased discounts to any customers, Vendor will promptly credit Ingram the
difference between the original Product price and the reduced Product price
for Ingram's and its customers' Product inventory, including: (i) any
Customer Product in-transit from/to Ingram, (ii) any unshipped orders, and
(iii) orders in-transit to Ingram on the price reduction or increased
discount offer date. In the event that Vendor shall raise the list price of a
Product, all orders for such Product placed prior to the effective date of
the price increase shall be invoiced at the lower price. Vendor shall provide
Ingram with [CONFIDENTIAL TREATMENT REQUESTED]** advance notice of any price
increases. Pass thru price protection to Ingram's customers will
automatically occur and the Vendor will be debited as early as
[CONFIDENTIAL TREATMENT REQUESTED]** after the effective date of the price
reduction for Ingram's customers inventory unless Ingram is notified
otherwise prior to the price change.

5.5      PAYMENT TERMS Ingram's payment terms shall be [CONFIDENTIAL TREATMENT
REQUESTED]**. Payment shall be deemed made on the payment postmark date.

5.6      RIGHT TO WITHHOLD Notwithstanding any other provision in this
Agreement to the contrary, Ingram shall not be deemed in default if it
withholds any specific amount pending the timely resolution of the disputed
amount and pays all outstanding undisputed amounts owed.

6.       MARKETING

6.1      TRADEMARKS Ingram may advertise and promote the Product and/or Vendor,
and may thereby use VENDOR'S trademarks, service marks and trade names. INGRAM'S
USE OF VENDOR'S TRADEMARKS, SERVICE MARKS AND TRADE NAMES SHALL BE PERFORMED IN
ACCORDANCE WITH THE REASONABLE USE GUIDELINES OF VENDOR, A COPY OF WHICH WILL BE
PROVIDED HERETO AS EXHIBIT F. Neither party shall acquire any rights in the
trademarks, service marks or trade names of the other.

6.2      ADVERTISING Vendor agrees to cooperate in Ingram's or Ingram's
customers' and promotion of Product and hereby grants Ingram a cooperative
advertising allowance of [CONFIDENTIAL

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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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TREATMENT REQUESTED]** of Product invoice amount for such advertising featuring
Product and/or Vendor. Ingram shall submit advertising to Vendor for review and
approval prior to any initial release, and Vendor shall not unreasonably
withhold or delay such approval. Upon receipt of reasonable evidence of such
advertising expenditures, Vendor agrees to credit the amount thereof against
future Ingram purchases.

6.3      PROGRAMS
        (a) Ingram may offer marketing programs to Vendor including but not
limited to launch programs and reseller pass through opportunities. If Vendor
elects to participate, Vendor agrees to pay such funds as may be required for
this purpose.

        (b)       Vendor may be asked or prepay all marketing activities
until a mutually agrees upon sell through rate is achieved.

6.4      SUPPORT PRODUCT Vendor shall consign a reasonable amount of
demonstration Product to aid Ingram in its support and promotion of Product.
All such consigned Product will be returned to Vendor upon request.

7.       RETURNS

7.1      STOCK BALANCING Notwithstanding anything herein to the contrary,
Ingram may return throughout the term any Products PURCHASED WITHIN
[CONFIDENTIAL TREATMENT REQUESTED]** OF SALE which are in their original
packaging to Vendor for full credit of the Products' purchase price. Vendor
will consider in good faith on a case by case basis any Product return
requests after this period. In the event that a Return Material Authorization
(RMA) for the return of Product is not issued within [CONFIDENTIAL TREATMENT
REQUESTED]** of the request, Ingram shall have the right to return any
Product(s) to Vendor without an RMA, and Vendor shall be obligated to accept
such return for credit. [CONFIDENTIAL TREATMENT REQUESTED]** will pay all
reasonable ground freight charges for returned Products.

7.2      POST-TERM/TERMINATION For [CONFIDENTIAL TREATMENT REQUESTED]** days
after the expiration or earlier termination of this Agreement, Ingram may
return to Vendor any Product for credit against outstanding invoices, or if
there are no outstanding invoices for a cash refund. Any credit or refund due
Ingram for returned Product shall be equal to [CONFIDENTIAL TREATMENT
REQUESTED]**.

7.3      PRODUCT DISCONTINUATION Vendor shall give Ingram [CONFIDENTIAL
TREATMENT REQUESTED]** days advance written notice of Product
discontinuation. Ingram may return all such Product to Vendor for full credit
of Product purchase price [CONFIDENTIAL TREATMENT REQUESTED]**.

7.4      DEFECTIVE PRODUCT
         (a) Ingram may return any Product to Vendor that Ingram or its customer
finds defective. Vendor shall immediately credit Ingram for the Product
purchase price, [CONFIDENTIAL TREATMENT REQUESTED]**.

         (b) If any Product is recalled by Vendor because of defects, revisions
or upgrades, Ingram will, at Vendor's request, provide reasonable assistance
with the recall. Vendor will pay Ingram's REASONABLE expenses in connection with
such recall.


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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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8.       INDEMNIFICATION

8.1      PRODUCT INDEMNITY Vendor shall defend, indemnify, and hold harmless
Ingram from and against any claims, demands, liabilities or expenses
(including attorney's fees and costs) for any injury or damage, including,
but not limited to, any personal or bodily injury or property damage, arising
out of or resulting in any way from any defect in Products. This duty to
indemnify Ingram shall be in addition to the warranty obligations of Vendor.
Provided that Ingram gives Vendor prompt notice of each such claim, demand,
suit, or other action, and that Vendor shall have sole control of the defense
and resolution of such a claim and Ingram's reasonable cooperation in its
defense.

8.2      GENERAL INDEMNITY Each party shall indemnify, defend and hold the
other harmless from and against any and all claims, actions, damages,
demands, liabilities, costs and expenses, including reasonable attorney's
fees and expenses, resulting from any act or omission of the acting party or
its employees under this Agreement, that causes or results in property
damage, personal injury or death. Provided that Ingram gives Vendor prompt
notice of each claim, demand, suit, or other action, and that Vendor shall
have sole control of the defense and resolution of such a claim and Ingram's
reasonable cooperation in its defense.

8.3      INTELLECTUAL PROPERTY RIGHTS INDEMNITY Vendor shall defend,
indemnify and hold Ingram, its resellers and their customers, harmless from
and against all damages and costs incurred by any of them arising from the
infringement of any patent, copyright, trademark, trade secret or other
proprietary right by reason of the manufacture, sale, marketing or use of
Product. Provided that Ingram gives Vendor prompt notice of each claim,
demand, suit, or other action, and that Vendor shall have sole control of the
defense and resolution of such a claim and Ingram's reasonable cooperation in
its defense.

8.4      PRODUCT INFRINGEMENT Upon threat of claim of infringement, Vendor
may, at its expense and option (i) procure the right to continue using any
part of Product, (ii) replace the infringing Product with a non-infringing
Product of similar performance, or (iii) modify Product to make it
non-infringing. If Vendor does not so act within ninety (90) days after such
claim, Ingram may return Product to Vendor for a full credit against future
purchases or for a cash refund, at Ingram's option.

8.5      MULTI-MEDIA INDEMNITY Vendor shall defend, indemnify and hold
Ingram, its resellers and their customers, harmless from and against all
damages and costs incurred by any of them to the extent it is based upon a
claim that the product either (i) violates a third party's right of publicity
and/or right of privacy, or (ii) contains any obscene, defamatory or libelous
manner. Provided that Ingram gives Vendor prompt notice of each claim,
demand, suit, or other action, and that Vendor shall have sole control of the
defense and resolution of such a claim and Ingram's reasonable cooperation in
its defense.

8.6      EUROPEAN INDEMNITY For Products distributed to a country in the EU,
the Vendor accepts full responsibility for, and will indemnify Ingram for,
all costs and damages arising from any non-compliance with any
manufacturer-directed EU decree, regulation or directive. Provided that
Ingram gives Vendor prompt notice of each claim, demand, suit, or other
action, and that Vendor shall have sole control of the defense and resolution
of such a claim and Ingram's reasonable cooperation in its defense.

8.7      MILLENNIUM COMPLIANCE INDEMNITY Vendor agrees to indemnify and hold
Ingram and its shareholders, officers, directors, employees, agents,
successors, and assigns harmless from and against any and all claims, suits,
actions, liabilities, losses, costs, reasonable attorney's fees, expenses,
judgments or damages, whether ordinary, special or consequential, resulting
from any third party claim made or suit brought against Ingram or such
persons to the extent such results from Vendor's Product millennium
non-compliance. Millenium non-compliance is defined to be a Vendor Product
failure to properly (a) record, store, process, calculate or present calendar
dates falling on and after (and if applicable, spans of time including)
January 1, 2000 as a result of the occurrence, or use of data consisting of,
such dates and (b) calculate any information dependent on or relating to
dates on or after January 1, 2000 in the same manner, and with the same
functionality, data integrity and performance, as such Product records,
stores, processes, calculates and presents calendar dates on or before
December 31, 1999, or information dependent on or relating to such dates.
Ingram agrees as a condition of the indemnity to provide Vendor prompt notice
of each claim, demand, suit, or other action, and that Vendor shall have sole
control of the defense and resolution of such a claim and Ingram's reasonable
cooperation in its defense.

8.8      LIMITATION OF LIABILITY NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR
LOST PROFITS OF BUSINESS, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER
BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE),
AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION IS IN NO WAY MEANT TO LIMIT VENDORS LIABILITY FOR PERSONAL
INJURY OR DEATH AS A RESULT OF A DEFECT IN ANY PRODUCT IN THOSE JURISDICTIONS
WHERE THE LAW DOES NOT ALLOW THIS LIMITATION.

9.       COMPLIANCE WITH FEDERAL LAWS AND REGULATIONS

9.1      Vendor shall comply with all State, Federal and Local laws, rules and
regulations

10.      GOVERNMENT PROGRAM

10.1     PARTNERSHIP AMERICA Vendor may, at its sole option, participate in
Ingram's government reseller program in which case the provisions of Exhibit E,
Partnership America, shall apply. A draft copy is provided solely for your
information and review.

11.      GENERAL PROVISIONS

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RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


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11.1     NOTICES Any notice which either party may desire to give the other
party must be in writing and may be given by (i) personal delivery to an officer
of the party, (ii) by mailing the same by registered or certified mail, return
receipt requested, OR BY NATIONALLY RECOGNIZED EXPRESS COURIER service to the
party to whom the party is directed at the address of such party as set forth at
the beginning of this Agreement, or such other address as the parties may
hereinafter designate, and (iii) by facsimile or telex communication
subsequently to be confirmed in writing, pursuant to item (ii) herein.

11.2     GOVERNING LAW This Agreement shall be construed and enforced in
accordance with the laws of the State of [CONFIDENTIAL TREATMENT REQUESTED]**,
except that body of law concerning conflicts of law. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply to
this Agreement.

11.3     COOPERATION Each party agrees to execute and deliver such further
documents and to cooperate as may be necessary to implement and give effect to
the provisions contained herein.

11.4     FORCE MAJEURE Neither party shall be liable to the other for any delay
or failure to perform which results from causes outside its reasonable control.

11.5     ATTORNEYS FEES In the event there is any dispute concerning the terms
of this Agreement or the performance of any party hereto pursuant to the terms
of this Agreement, and any party hereto retains counsel for the purpose of
enforcing any of the provisions of this Agreement or asserting the terms of this
Agreement in defense of any suit filed a-against said party, each party shall be
solely responsible for its own costs and attorney's fees incurred in connection
with the dispute irrespective of whether or not a lawsuit is actually commenced
or prosecuted to conclusion.

11.6     EXPORT REGULATIONS Ingram agrees by the purchase of Products to conform
to, and abide by, the export laws and regulations of the United States,
including but not limited to, the Export Administration Act of 1979 as amended
and its implementing regulations. Ingram shall include a statement in it's
standard sales terms and conditions that any shipment of Product outside the
United States will require a valid export license. Ingram further agrees to
distribute Product in accordance with the territory as defined in Section1.1.
Whenever a EU country is specified as Territory under Section 1. 1, Territory
shall include all EU countries.

12.      AGREEMENT

12.1     COUNTERPARTS This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

12.2     SECTION HEADINGS Section headings in this Agreement are for convenience
only, and shall not be used in construing the Agreement.

12.3     INCORPORATION OF ALL EXHIBITS Each and every exhibit referred to
hereinabove and attached -hereto is hereby incorporated herein by reference as
if set forth herein in full.

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RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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12.4     SEVERABILITY A judicial determination that any provision of this
Agreement is invalid in whole or in part shall not affect the enforceability of
those provisions found to be valid.

12.5     NO IMPLIED WAIVERS If either party fails to require performance of any
duty hereunder by the other party, such failure shall not affect its right
to-require performance of that or any other duty thereafter. The waiver by
either party of a breach of any provision of this Agreement shall not be a
waiver of the provision itself or a waiver of any breach thereafter, or a waiver
of any other provision herein.

12.6     BINDING EFFECT/ASSIGNMENT This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, and their respective
representatives, successors and permitted assigns. This Agreement shall not be
assignable by Vendor, without the express written consent of Ingram, which
consent shall not be unreasonably withheld, including to a Person in which it
has merged or which has otherwise succeeded to all or substantially all of such
party's business and assets to which this Agreement pertains and which has
assumed in writing or by operation of law its obligations under this Agreement.
Any attempted assignment in violation of this provision will be void.
NOTWITHSTANDING THE OTHER PROVISIONS OF THIS SECTION, IN THE EVENT THAT EITHER
PARTY IS MERGED WITH OR CONSOLIDATED INTO ANY OTHER ENTITY, OR IN THE EVENT THAT
SUBSTANTIALLY ALL OF THE ASSETS OF EITHER PARTY ARE SOLD OR OTHERWISE
TRANSFERRED TO ANY OTHER ENTITY, THE PROVISIONS OF THIS AGREEMENT WILL BE
BINDING UPON, AND INURE TO THE BENEFIT OF, SUCH OTHER ENTITY.

12.7     SURVIVAL Sections 5.5 (Payment Terms), 5.6 (Right to Withhold), 7.2
(Post-Term Termination) and 8. (Indemnification) shall survive the expiration
or earlier termination of this Agreement.

12.8     ENTIRETY This Agreement constitutes the entire agreement between the
parties regarding its subject matter. This Agreement supersedes any and all
previous proposals, representations or statements, oral or written. Any previous
agreements between the parties pertaining to the subject matter of this
Agreement are expressly terminated. The terms and conditions of each party's
purchase orders, invoices, acknowledgments/confirmations or similar documents
shall not apply to any order under this Agreement, and any such terms and
conditions on any such document are objected to without need of further notice
or objection. Any modifications to this Agreement must be in writing and signed
by authorized representatives of both parties.

12.9     AUTHORIZED REPRESENTATIVES Either party's authorized representative for
execution of this Agreement or any amendment hereto shall be president, a
partner, or a duly authorized vice president of their respective party. The
parties executing this Agreement warrant that they have the requisite authority
to do so.

                  IN WITNESS WHEREOF, the parties hereunto have executed this
Agreement.

"Ingram"                            "Vendor"

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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
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RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

Ingram Micro Inc.                   Red Hat Software
1600 E. St. Andrew Place            4201 Research Commons, Suite 100
Santa Ana, California 92705         Research Triangle Park, North Carolina 27709

By:  /s/ Michael Terrell            By:  /s/ Paul Mcnamara
     ----------------------------        ---------------------------------------

Name:  Michael Terrell              Name:  Paul Mcnamara
     ----------------------------        ---------------------------------------

Title:  Vice President Purchasing   Title:  Vice President
     ----------------------------        ---------------------------------------

Date:  November 11, 1998            Date:  November 5, 1998
     ----------------------------        ---------------------------------------

*AGREEMENT MUST BE SIGNED BY PRESIDENT OR BY A DULY AUTHORIZED VICE PRESIDENT OR
PARTNER.

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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>


  EXHIBITS:

A    -       Vendor Routing Guide (if applicable)

B    -       Guide to Bar Code: The Product Label

C    -       TechNotes

D    -       Product Price List

E    -       Partnership America

F    -       Vendor Trademark Guidelines

G    -       Point of Sale Report License Agreement








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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
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RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>



                                    EXHIBIT A
                              VENDOR ROUTING GUIDE

                           Not Applicable
--------------
                           Attached
--------------






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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
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RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>



               EXHIBIT B


              INGRAM MICRO'S GUIDE TO BAR CODES:
              THE PRODUCT LABEL


              CONTENTS:

              Statement of Bar Code Policy...............    1
              Where Bar Codes Are Listed.................    2
              Product Label Specifications...............    3
              Case Pack Label Specifications.............    4
              Shipping Label Specifications..............    5
              How to Get the Codes You Need..............    6
              List of Bar Code Contacts..................    7
              List of Top Bar Coding Vendors.............    8
              Bar Code Checklist.........................   10



                                     - 1 -

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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

                          STATEMENT OF BAR CODE POLICY

Increasingly, computer companies are taking cue from the retail and distribution
community and implementing bar code programs, thus realizing the benefits of
improved productivity, better control over inventory and ease of product and
information exchange with their trading partners. The most important reason for
this trend is the growth of sales within consumer marketing channels. Another
reason is that more and more resellers are investing in inventory and
point-of-sale systems which utilize bar-coded information. As a result of these
trends, bar coding concerns have become much more prevalent within the computer
industry.

With over ten years of experience, most resellers who use bar codes have adopted
the Universal Product Code (UPC) as their standard data format. As a supplier to
several of these resellers, Ingram Micro is increasingly called upon to provide
UPCs on all products sold through these channels. But as a distributor, Ingram
Micro cannot assign UPCs to products; that task can only be performed by the
original manufacturer. Due to the sporadic use of UPCs within the microcomputer
industry, however, Ingram Micro is often required to invent codes and create
labels for products sold to these resellers.

These requirements have led Ingram Micro to adopt UPC as its coding standard.
This standard dictates that a unique code be assigned for each product and for
every version of that product. Non-unique codes for different product versions
create havoc among consumer market resellers, many of whom have little
experience with computer products. With a correct UPC, inventory can be handled
efficiently within Ingram Micro's warehouses as well as those of our reseller
partners.

On these pages, you will find the Ingram Micro bar code requirements which
reflect the needs of our customers. Additionally, we have provided lists and
explanations to help with your own bar code programs, as well as information for
working with the Uniform Code Council, the agency responsible for UPC bar codes.
At the end of this document, please find the Bar Code Checklist for use in
informing Ingram Micro of your company's bar coding efforts. All Ingram Micro
requirements conform with ABCD guidelines.

PLEASE NOTE SOME RECENT ADDITIONS TO OUR BAR CODE POLICY. First, we have
experienced a growing demand from our customers to capture serial number
information on products we ship to them. This information is mandatory in order
for our customers to apply for rebates, warranties, upgrades, marketing funds
and support from the manufacturer. Accurate serial number capture is, therefore,
imperative. IF SERIAL NUMBERS ARE CARRIED ON YOUR PRODUCTS, WE REQUIRE THIS
INFORMATION TO BE BAR CODED IN CODE 39 FORMAT WITH THE (S) DATA IDENTIFIER
PRESENT IN BOTH THE HUMAN-READABLE TEXT AND MACHINE READABLE BAR CODE. With this
consistent, uniform format, we can capture serial numbers quickly and accurately
while increasing customer satisfaction.

Second, we have included guidelines on CASE PACK AND SHIPPING LABEL
SPECIFICATIONS. These guidelines are designed to reduce receiving and potential


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RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

shipping errors to customers. Again, a consistent, uniform format helps us
capture this important information about your product accurately and without
delay.

We appreciate your investment of time and energy in implementing these bar code
programs. Through our joint efforts and consistent bar code labeling, Ingram
Micro and our vendor partners will be able to increase customer satisfaction,
improve inventory control and reduce the cost of sales through microcomputer
channels. Ingram Micro stands ready to assist with your bar code program. Please
use the Bar Code Contact List when bar code questions arise.

                                     - 3 -

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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>


[Figure entitled "Where Bar Codes Are Used", Part I]








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**[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Securities and Exchange Commission pursuant to
Rule 406 promulgated under the Securities Act of 1933, as amended.


<PAGE>




[Figure entitled "Where Bar Codes Are Used", Part II]











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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
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RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



<PAGE>


                          PRODUCT LABEL SPECIFICATION

[Figure]

 -   Each unit of a product that will be resold by Ingram Micro must display
     a product label in UPC or EAN (International Article Numbering) format,
     although EAN may not be recognized by all of Ingram Micro's customers.

 -   Ingram Micro is not concerned with the specific layout of the product
     label, as long as the necessary information is included in a legible
     format. A serial number may be printed on a separate label as long as it is
     placed legibly on the exterior of the product package.

 -   Serial numbers must be printed in Code 39(S) format: (1) if Ingram Micro's
     customer is required to record serial numbers of your product prior to
     shipping or,(2) if Ingram Micro's customer is required to confirm serial
     numbers as a pre-condition of returning defective product or,(3) if Ingram
     Micro or its customers are required to provide serial number information
     for inventory reporting purposes. Serial numbers are optional if Ingram
     Micro reports no serial number data to your company.

 -   Bar code labels should include human-readable text in addition to the bar
     code itself. The nominal UPC symbol size is 1.469 inches wide by 1.020
     inches high (including the human-readable characters). Size may vary from
     .8 to 2.0 times the nominal dimensions in accordance with UCC guidelines.
     Code 39 symbols should have a minimum bar code height of .5 inches and a
     minimum height for human-readable text of .125 inches. For product that is
     SHRINK WRAPPED, THE LABEL IS BEST PLACED ON THE TOP OR BOTTOM NEAR THE
     EDGE. Use caution, avoid the middle section. Shrink wrap seams obstruct the
     scanner's ability to read the bar code.



                                     - 6 -


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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

Case Pack Label Specifications

The UPC Shipping Container Symbol

     [Figure]

WHERE:

Pos. #1:  Packaging Indicator
(5)

Pos. #2-3:  Number System
(00)

Pos. #4-8:  Mfg. ID No.
(66321)

Pos. #9-13:  Item or Product
Number (12345)

Pos. #14:  Modulo 10
Check Digit (8)

[Figure]


The case pack label must identify the specific case pack quantity through the
use of the UPC SHIPPING CONTAINER CODE. This code assigns a unique identity to
each shipping container, intermediate package and standard pallet. Similar to
the UPC, it employs the use of a packaging indicator along with the item number
in order to get its uniqueness. The packaging indicator can be any digit from 0
through 7, as assigned by the manufacturer. The following are guidelines
manufacturers should use when assigning packaging indicators.




     PACKAGING INDICATOR                           FOR USE WHEN

             0                             the item numbers are unique, or when
                                           the product must retain its UPC Ver.
                                           A bar code and a UPC shipping
                                           container symbol on the same carton
                                           (i.e., products whose shipping
                                           container also acts as the consumer
                                           package).

                                           identifying different levels of
            1-7                            packaging (i.e., inner sleeve, inner
                                           carton or standard pallet) with the
                                           same item number.


In the U.S., our number system character always begins with zero (0). The
manufacturer I.D. number is the same as assigned in the UPC number. The item
number is the same as assigned by the manufacturer in the UPC number. The check
digit is modulo 10, calculated from left to right, starting with the packaging
indicator.

Each unique serial number of product within the case pack must be printed in
Code 39 format with the (S) data identifier in human-readable text and encoded
within the bar code symbol. The symbols must be a minimum of .5 inches in height
and the human-readable text must be a minimum of .125 inches in height.




                                      -7-


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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>



[Figure]


The guidelines for our shipping label have been adopted from the ANSI MH10.8M
shipping label standard. Upon receipt of your shipment, it enables us to locate
and scan important information quickly.

The first two segments identify where the product shipped from and which Ingram
warehouse will receive the product. The purchase order, in both human readable
text and bar code format, must employ the use of the FACT data identifier (K).
The fourth segment contains the invoice number in both human-readable text and
bar code format. The invoice number must be printed in Code 39 symbology and
utilize the FACT data identifier (10K) in both the text and bar code symbol. By
bar coding the purchase order and invoice number, Ingram Micro's accounting
department will be able to quickly match your invoice to the Ingram Micro
purchase order to ensure prompt payment. The last segment contains the
serialized shipping container code in both human-readable and bar code format.
Ingram Micro uses the information contained in this code to tie together the
physical contents of the carton to the shipment information given to us by a
supplier via Electronic Data Interchange (E.D.I.). The serialized shipping
container code is printed in UCC/EAN-128 bar code symbology. It employs the use
of application identifiers, which serve the same purpose as data identifiers,
only in numeric form. It gets its uniqueness by coupling the seven digit UCC/EAN
manufacturer number with a nine digit shipping container number assigned by the
supplier. This bar code is only required if you provide EDI advanced ship
notification.


                               THE SHIPPING LABEL

                                                                    Ingram Micro
                                                                 Purchase Order:
                                                                        10-12345

Ingram Micro         Sequential
Location             P.O. Number




Br. 10               1600 E. St. Andrew
                     Santa Ana, CA  92075




Br. 17               8530 NW 23rd St.
                     Bldg. #18
                     Miami, FL  33122




Br. 20               1443 Wainwright
                     #155
                     Carrollton, TX  75007




Br. 25               1600 E. St. Andrew
                     Santa Ana, CA  92705




Br. 30               3500 Air Center Dr.
                     Memphis Int'l
                     Airport
                     Memphis, TN  38118







Br.40                151 Hastings Drive
                     Buffalo Grove, IL  60089



Br. 50               41490 Boyce Rd.
                     #A
                     Fremont, CA  94538




Br. 52               48949 Warm Springs
                     Fremont, CA  94538




Br. 70               696 Park N. Blvd.
                     #150
                     Clarkston, GA  30021




                                     - 8 -

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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>


Br. 80               5455 Allentown
                     Harrisburg, PA  17112




                                     - 9 -

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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>


                         HOW TO GET THE CODES YOU NEED

WORKING WITH THE UNIFORM CODE COUNCIL The Uniform Code Council is a
not-for-profit membership corporation created in 1972 to administer the
Universal Product Code (UPC). Although membership in the Uniform Council Code is
voluntary, it is required in order to obtain the manufacturer's number
assignment necessary for a UPC. The fee for membership is based on the latest
annual U.S. domestic sales volume of the applying company and ranges from $300,
for start-up companies and those under $2 million in annual sales, to $10,000 if
you have over $500 million in sales. This sales figure should include all
products, not just the products which are chosen for coding at the time of
application.

Some manufacturers have previously applied for membership with the Uniform Code
Council, but for a Uniform Industrial Code (UIC) rather than a UPC. Within the
past few years these two program have merged, and both now operate under the
auspices of Uniform Code Council. Manufacturer's numbers assigned under the UIC
program are now applicable for UPCs as well.

Contact the Uniform Code Council at 8163 Old Yankee Rd., Ste. J, Dayton, OH
45458 or call (513) 435-3870. After receipt of your application, the Uniform
Code Council will assign a UPC manufacturer's number unique to your company.
This six-digit number will be for use on all of your products.

ASSIGNING UPC ITEM CODES
Each manufacturer, according to their own internal numbering system, assigns
a five-digit item number to each product. In combination with the six-digits
manufacturer number, this will form the 11-digit UPC number for each product.
A calculated check-digit in the twelfth position completes the UPC code.

Currently used part numbering systems cannot always be represented, as assigning
any degree of internal intelligence of significance to the positions of the
digits ramatically reduces possible permutations and flexibility. UPCs created
from each manufacturer's number are limited to 100,000 (00000 through 99999).
If, for example, a company produces systems, components and software products,
and begins each group's with "1," "2," and "3" respectively, then the 100,000
possible number are suddenly reduced to 30,000. Manufacturers who feel uneasy
about starting their numbering system with 00001 may choose another starting
point, such as 25000. Item numbers, then, should be chosen either sequentially
or randomly without duplication. The best place to start is usually the product
with the highest unit volume.

A different number must be assigned for each product as well different versions
of each product, including different disk sizes or media. Additionally, a
separate code should be created for education or international versions,
promotional packages and specially priced or bundled items. The general rule is
to follow is that a separate number should be created when a product is
physically or functionally different from previous products, the product is
handled differently in the channel, different package graphics dimensions make
the product appear different from earlier versions, or the retail price changes
from one configuration to another. Minor changes that are transparent to the
user, e.g., not identified on the package or in promotional media, should not
have a new UPC assigned as this will cause the item to be treated as a different
product. Many retailers rely on unique UPCs to differentiate between product
versions, media, etc.


                                     - 10 -

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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>


                             BAR CODE CONTACT LIST

INGRAM MICRO

ANGELA COULON, OPERATIONS ADMINISTRATOR (714) 566-1000 EXT. 2213
Contact Angela with any questions concerning bar codes, CTIA (formerly ABCD)
standards and other policies outlined in this guide.

Ingram Micro Corporate Operations Fax Number (714) 566-7800

YOUR BUYER (714) 566-1000
Continue to contact your buyer with questions and information concerning product
changes, new products, packaging changes (including dimensions and weight),
package quantity changes and version changes.

OTHER CONTACT:
Bob Furtado, Sr. Vice President of Operations (714) 566-1000 ext. 2215

COMPTIA
The Microcomputer Industry Assoc.
450 E. 22nd Street
Ste. 230
Lombard, IL  60148
(708) 268-1818

UNIFORM CODE COUNCIL
8163 Old Yankee Rd.
Uniform Code Council Ste. J
Dayton, OH  45458
(513) 435-3870

                                     - 11 -

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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
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RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>



                         LIST OF TOP BAR CODING VENDORS

CONGRATULATIONS TO THESE COMPANIES LEADING THE
WAY IN PRODUCT BAR CODES!


The number of products Ingram Micro has received with UPCs has increased
dramatically since 1992. We acknowledge the efforts of our vendors who have
adopted the UPC as their bar coding standard.

[Figure]



    CONGRATULATIONS TO THESE COMPANIES LEADING THE WAY IN PRODUCT BAR CODES!

3M Data Storage Products    Crystal Graphics            IBM Software
7th Level                   Curtis Manufacturing        IMC Networks
Access Software             CTX                         IMSI Software Publishing
Acculogic                   D-Link                      Individual Software
ACI US                      Daceasy                     Inse:  Systems
Activision                  Dantz Software              Insignia Solutions
Adaptive Software           Datadesk International      Intel
Adobe Systems               Datastorm                   Intellicom
Aitech                      Datatech                    Intellimedia Sports
Alpha Software              Dataviz                     Interex
Amdek                       David Systems, Inc.         Interplay
Amjet                       Dayna Communications, Inc.  Intersolv
Antec                       Daystar Digital             Iomega Corp.
Apple Computer Software     DCA (Crosstalk Commun.)     Jetform Corp.
Appoint                     Delrina Technology          Kensington Microware
Asante                      Delta Point                 Key Tronic
Asymetrix                   Deneba                      Kingston Technology
ATI Tech                    Diamond Multimedia, inc.    Kodak
Autodesk retail             Digi International          Labetc
Avantos                     Digital Systems Research    Landmark research
Aztech Labs, Inc.           Discis Knowledge Research   Lantronix
Banner Blue                 DK Multimedia               Laser Go
Belkin Components           DPT                         Lexmark
Berkeley Systems            DSP Technology              Lind Electronic Design
Broderbund                  Edmark                      Logitech
Brother                     EFI (Electronics for        Lotus
                             Imaging)
Campbell Services, Inc.     Electronic Arts             Macromedia
Canon (Still Video          Emerald systems             Madge Networks
 Division)
Canon Computer              Epson                       Magnavox
CD Technology               Exide Electronics           Mananita Software
CE Software                 Expert Software             Mass Micro
Central Point               Farallon                    Maxa
 International
Century Software            Fauve Software              Maxis
Cheyenne Software           Focus Enhancement           McAfee
Chinon America, Inc.        Foresight Resources         MECC
Chipsoft                    Frame Technology            Medio Multimedia
Cirque Corp.                Frye Computer Systems       Megahertz
Citizen America Corp.       Funk Software               Memorex
Claris                      Future Domain               Microsoft
Cliff's Notes               Future Soft Engineering     Microtek
CNET, Inc.                  Future Vision Multimedia    Microtest
Compaq Computer             GCC Technologies            Midisoft
Compton's New Media         Globalink                   Milan
Computer Associates         Gold Disk                   Mindscape
Comtrol                     Grolier                     Mitac
Concentric Data Systems     Hayes                       Mitsubishi (Peripherals)
Conner Storage              Hewlett Packard             Mountain Network Sol.

                                     - 12 -

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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>


Corel                       Hi-Tech                     Musicware
Costar                      Hitachi (Home Electronics)  Mysoftware
Creative Labs               HSC Software                National Advantages





                                     - 13 -

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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



<PAGE>

                         LIST OF TOP BAR CODING VENDORS

    CONGRATULATIONS TO THESE COMPANIES LEADING THE WAY IN PRODUCT BAR CODES!

Nebs Software, Inc.            Toshiba America Info
Networth                       Touchstone S/W Corp.
New Media                      Trio Information Systems
Newer Technology               Tripp Lite
Newgen System                  Turtle Beach Systems
Norton-Lambert                 Tut Systems
Orchid Technology              Ulead Systems
Novell/Wordperfect             Umax
Palindrome Corp.               Velocity
Panamax                        Ventana Media
Panasonic - CPD                Verbatim Corp.
Paradise                       Villa Crespo
Paramount Interactive          Visioneer
Passport                       Wacom
Perfect Data                   Wangtek/Wangdat
Persoft                        Wearnes Technology
Phoenix Technologies           White Pine Software
Photonics                      Wizard Works
Plextor                        Wizard Works
PLI                            Xaos Tools
Polaroid                       Z-Ram (Camintonn Corp.)
Practical Peripherals          Zoom Telephonics
Primax Electronic, Inc.        Zyxel
Proxima
Psygnosis
Q-Logic
Quark
Quarterdeck Office Systems
Radius
Rand McNally
Rubbermaid Office Products
Saber Software
Samsung Information
  Systems
Samtron Displays, Inc.
Shapeware
Shiva Corp.
Sierra On-Line
Sigma Designs
SL Waber
Smith Micro Software
Softkey Academic
Software Publishing Corp.
Software Venture
Solectek Corp.
Sonic Systems
Specular International
Spry


                                      - 14 -

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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.




<PAGE>

Stac Electronics
Supra Corp.
Swfte
Symantec
Syquest International



                                     - 15 -

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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

BAR CODE CHECKLIST

PLEASE DETACH AND MAIL THIS COMPLETED CHECKLIST TO THE ADDRESS ON THE BACK, OR
FAX TO (714) 566-7800.  FOR FURTHER ASSISTANCE, CONTACT ANGELA COULON AT (714)
566-1000 EXT. 2213.
1.       Who should Ingram Micro contact regarding bar codes on your products?
Company Name:
             -----------------------------------------
Contact Name:
             -----------------------------------------
Phone Number and Extension:
                           ---------------------------
Fax Number:
           -------------------------------------------
Your Address:
             -----------------------------------------

2.       Does your company utilize UPC bar codes to identify your product?
(Circle one.)
a.       Currently utilize                 c.         Undecided
b.       Plan to utilize                   d.         Do not plan to utilize

3.       Please indicate the percentage of your PRODUCT PACKAGES which display
the following bar code formats:
UPC                                        EAN
   --------------------------------------     ------------------------

Product Serial No. (Code 39 with "S" Data Identifier)
                                                     -----------------

Part Number (Code 39 with "IP" Data Identifier)
                                               -----------------------
Supplier Identification (Code 39 with "2V" Data Identifier
                                                          ------------
Case Code:
          ------------------------------------------------------------
Other:
      ----------------------------------------------------------------

4.       If you are not utilizing UPC bar codes, when do you plan for all of
your product to display UP?
a.       Currently                         d.         Within 2 years
b.       Within 6 months                   e.         Within 5 years
c.       Within 1 years

5.       Will your current or planned systems be required to capture and track
product serial numbers?
a.       Yes                               c.         Undetermined
b.       Planned for future                d.         Not part of system
         enhancement                                  design

6.       What implementation issues do you face in putting UPCs on all of your
products?

7.       What could Ingram Micro do to help with these issues?

8.       How else, beside product labels, are bar codes used within your
company? (master carton labels, shipping labels, etc.)?

9.       Would you mind if one of the advertisers included in this publication
contacted you? _____ Yes _____ No


                                     - 16 -

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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

                                    EXHIBIT C

                  CIS Manufacturer Product Information Library
                               TechNotes Agreement

This agreement ("Agreement") is made and entered into as of the _____ day of
_________________, 1997 between _______________________("Manufacturer Name"),
with its principle place of business at ------------------------------------
_______________________________________________________(Manufacturer Address)
and Ingram Micro, Inc. ("Ingram") with its principal place of business at 1600
E. St. Andrew Place, Santa Ana, California 92705. By Manufacturer's signature
below. Manufacturer agrees to participate in Ingram's TechNotes program,
according to an bound by the terms and conditions of this Agreement, including
those printed on the reverse side of this page.

PARTICIPATION DETAILS AND REQUIREMENTS:
1.       Ingram will distribute all information authored by the Manufacturer
         under the terms and conditions of this Agreement.
2.       Ingram will provide the Manufacturer with authoring screens for product
         templates via the World Wide Web. (Manufacturer must have Internet
         access and a frame compatible browser such as Netscape(R) 2.0. or later
         or Internet Explorer 3.0.)
3.       Manufacturer must maintain the content in the Electronic Catalog by
         either maintaining product templates via the authoring tools OR provide
         Ingram with product information necessary for Ingram to complete the
         TechNotes Templates.
4.       Manufacturer agrees to identify a contact person
         ----------------------------------------------------------------------.
         (PERSON WHO WILL BE PROVIDING THE CONTENT TO INGRAM AND CAN AUTHORIZE
          ITS DISTRIBUTION)

<TABLE>
<CAPTION>
      <S>         <C>                             <C>                                <C>
                  TITLE:                          TELEPHONE #:                       FAX #:
                        ------------------                    --------------------         ----------------

                  ADDRESS:                                                           E-MAIL:
                          ---------------------------------------------------------          --------------

         5.       1997 SIGN UP/PARTICIPATION FEE     STANDARD BASE PRICE     OPTIONAL TEMPLATE ENTRY SERVICE
                  ------------------------------     -------------------     -------------------------------
                  FREE IF YOU SIGN UP IN 1997        $1,000 VALUE            $50 PER SKU (1-100 SKUS)
                                                                             $35 PER SKU (101-150 SKUS)
                                                                             $25 PER SKU (150+ SKUS)
</TABLE>

                           AND
         VENDOR MAINTAINS 80% TECHNOTES COMPLETION RATE WITHIN 60 DAYS OF
SIGNING UP FOR PROGRAM.  SEE DETAILS BELOW.

         TEMPLATES WILL BE FILLED AND UPDATED BY (check one). / /  MANUFACTURER
/ / INGRAM (MUST INDICATE $ AMOUNT BELOW)

         MANUFACTURER WILL INCUR NO SIGN UP FEES IN 1997 IN MANUFACTURER AGREES
TO THE PROGRAM PRIOR TO DECEMBER 30, 1997. FEE WILL BE COMPLETELY WAIVED IN 1997
IF MANUFACTURER COMPLETES 80% OF ELIGIBLE TECHNOTES WITHIN 60 DAYS OF SIGNING
CONTRACT, AND MAINTAINS AN AVERAGE COMPLETION RATE OF 80%. MANUFACTURER WILL BE
NOTIFIED IN THE EVENT PARTICIPATION LEVEL DROPS BELOW 80% AND WILL BE GIVEN A
GRACE PERIOD IN WHICH TO COMPLETE NECESSARY TECHNOTES.

         IF MANUFACTURER SELECTS THE "INGRAM" BOX ABOVE, MANUFACTURER AGREES TO
HAVE INGRAM'S TECHNICAL SUPPORT DEPARTMENT FILL OUT TECHNOTES ON MANUFACTURER'S
BEHALF AND AGREES TO PAY THE SERVICE FEES INDICATED ABOVE AND BELOW. BILLING
WILL BE DONE ON A QUARTERLY BASIS FOR TECHNOTES AUTHORED DURING THE PREVIOUS
QUARTER. FEES FOR THE FIRST 100 TECHNOTES WILL BE $50 EACH. THE NEXT 50
TECHNOTES WILL BE $35 EACH. ADDITIONAL TECHNOTES WILL BE $25 EACH.

         $ THERE ARE TWO TYPES OF AUTHORING FEES AVAILABLE TO MANUFACTURERS WHO
HAVE SELECTED TO HAVE INGRAM COMPLETE TECHNOTES: A ONE-TIME START-UP FEE AND A
QUARTERLY MAINTENANCE FEE. START-UP FEES SHOULD BE USED TO FUND INITIAL TECHNOTE
COMPLETION FOR EXISTING PRODUCTS. QUARTERLY MAINTENANCE FEES ARE TO BE USED FOR
COMPLETION OF TECHNOTES FOR NEW PRODUCTS AS THEY ARE RELEASED EACH QUARTER.
PLEASE INDICATE THE AMOUNT MANUFACTURER AGREES TO PAY FOR EACH OF THE FOLLOWING:
START-UP: $____ OR/AND QUARTERLY MAINTENANCE $____. MANUFACTURER WILL ONLY BE
COMPLETED TECHNOTES UP TO THE MAXIMUM AMOUNT INDICATED. PAYMENT IS DUE WITHIN
THIRTY (30) DAYS OF THE INVOICE BILLING DATE. IF PAYMENT IS NOT RECEIVED WITHIN
30 DAYS, INGRAM HAS THE RIGHT TO DEDUCT MONIES FROM MANUFACTURER'S INVOICES.

<TABLE>
<CAPTION>

<S>                                        <C>                              <C>
METHOD OF PAYMENT (CHECK ONE)              SOURCE OF FUNDS (CHECK ONE)      ONLY FILL IN THIS SECTION IF INGRAM WILL
----------------------------               --------------------------
                                                                           FILL TECHNOTES.
___   CHECK PAYABLE TO INGRAM MICRO        ___  MDF                        ___  CO-OP
___   CREDIT MEMO (REQUIRES BUYER          ___  IN-HOUSE MDF               ___  OTHER (MVP, ETC.) _____ (Please
      APPROVAL)                                                                  specify)
</TABLE>

         AGREEMENT WILL CONTINUE ONE YEAR FROM THE DATE ABOVE. THEREAFTER, THE
AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL ONE YEAR PERIODS, SUBJECT
TO THE RIGHT OF EITHER PARTY TO TERMINATE AT THE END OF THE TERM BY DELIVERING
WRITTEN NOTICE TO THE PARTY AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF THE
PERIOD. MANUFACTURER MAY TERMINATE THIS AGREEMENT, WITH OR WITHOUT CAUSE.

                                      - 1 -

--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

         INGRAM RESERVES THE RIGHT, AT ANY TIME, TO REVIEW AND/OR EDIT
INFORMATION ADDED TO THE MANUFACTURER PRODUCT INFORMATION LIBRARY'S ELECTRONIC
CATALOG WITHOUT NOTICE, AND TO REFUSE OR CANCEL PARTICIPATION FOR NAY REASON AT
ANY TIME.

         ->->-> THE FOLLOWING INFORMATION IS VERY CRITICAL.  PLEASE COMPLETE!
         ->-> PLEASE INDICATE ALL VENDOR NUMBERS ASSOCIATED WITH THIS
MANUFACTURER:_________________
         -> WHO IS THE BUYER ________________ EXT. ________ AND MARKETING
MANAGER __________________ EXT.________________
      Return completed agreement to marketing manager or buyer. Side 1 of 2

                                      - 2 -

--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

   CIS/Manufacturer Product Information Library Content Distribution Agreement

This agreement "Agreement" is made and entered into as of the ___ day of
__________, 1997 (The "Commencement Date") between Ingram Micro Inc., a Delaware
corporation ("Ingram"), and ___________________ ("Manufacturer"), a
________________________ corporation.

The parties agree as follows:


1. DELIVERY AND LICENSE. Manufacturer agrees to provide Ingram data and
information regarding Manufacturer's products and services (collectively
"Information") for distribution by Ingram through its information distribution
services which may be updated from time to time (hereinafter referred to as the
"Manufacturers Product Information Library" or "MPLL"), including, but not
limited to, distribution via the World Wide Web, Fax, CD-Rom, Floppy disk, and
other electronic media. Manufacturer hereby grants Ingram a non-exclusive
worldwide license to market, license, distribute, display, perform, transmit and
promote the information through the MPIL. Manufacturer agrees to deliver the
information to Ingram in the manner and format set forth in the MPIL Policies
and Procedures Manual ("Procedures"). Manufacturer agrees to deliver the
information to Ingram in the manner and format set forth in the MPIL Policies
and Procedures Manual ("Procedures"). Manufacturer agrees that it is both
necessary and of mutual benefit to the parties that the information be as error
free as is commercially feasible.

2. USE. Both parties agree that the MPIL (and Manufacturer's information
therein) will be made available to users which have registered with Ingram to
use the MPIL. Manufacturer acknowledges that the information will be made
available to such users worldwide via the World Wide Web or other methods of
distribution.

3. INFORMATION WARRANTIES. Manufacturer hereby represents and warrants that the
information (i) will not infringe on or violate any copyright, patent or any
other proprietary right of any third party, and (ii) will not contain any
content, materials or services which violate any applicable law, regulation or
third party right, and (iii) contains no computer virus or similar program or
data.

4. INGRAM OPERATING RESPONSIBILITIES. Ingram will maintain and implement such
facilities, equipment, programming and data communications network and any other
combination of hardware and software as are necessary to offer and provide MPIL.
Ingram shall not be responsible for screening, editing, or monitoring the
information prior to its distribution by MPIL.

5. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE
TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL CONSEQUENTIAL SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF TH EPOSSIBILITY OF SUCH
DAMAGES), ARISING FROM THE USE OR INABILITY TO USE THE MPIL OR THE INFORMATION,
OR ANY OTHER PROVISIONS OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF
REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

6. NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES, EXPRES OR IMPLIED, REGARDING THE MPIL OR THE
INFORMATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE.

7. INDEMNITY. Either party will defend, indemnify, save and hold harmless the
other party and the officers, directors, agents, affiliates, distributors,
franchisees and employees of the other party from any and all third party
claims, demands, liabilities, cost or expenses, including reasonable attorney's
fees ("Liabilities"), resuming from the indemnifying party's material breach of
any duty, representation, or warranty of this Agreement, except where
Liabilities result from the gross negligence or knowing and willful misconduct
of the other party.

8. LAW. The validity, construction, and performance of this Agreement will be
governed by the substantive law of the State of California, not including its
law on conflicts of laws. If any provision of this Agreement is held by a
court of competent jurisdiction to be illegal, invalid, unenforceable, or
otherwise contrary to law, the remaining provisions of this Agreement shall
remain in full force and effect.

9. INDEPENDENT CONTRACTORS. The parties hereto hereby agree that in the
performance of their respective obligations hereunder, they are, and shall be
independent contractors, and not agents of each other.

10. WAIVER. The failure of either party to enforce or to exercise, at any time
or for any period of time, any term of or any right arising pursuant to this
Agreement does not constitute, and shall not be construed as, a waiver of such
term or right, and shall in no way affect that party's right later to enforce or
exercise it.

11. CONFIDENTIAL INFORMATION. Each party acknowledges that Confidential
Information may be disclosed to the other party during the course of this
Agreement. Each party agrees that it shall take reasonable steps, at least
substantially equivalent to the steps it takes to protect its own proprietary
information, during the period this Agreement is in effect, and for a period of
three (3) years following expiration or termination of this Agreement, to
prevent the duplication or disclosure of Confidential Information, other than by
or of its employees or agents who must have access to the Confidential
Information to perform such party's obligations hereunder, who shall each agree
to comply with this Section 11. Nor shall there be "Confidential Information"
for purposes of this Agreement, any information relating to or disclosed in the
course of the Agreement, which is or should be reasonably understood to be
confidential or proprietary to the disclosing party, including, but not limited
to, the material terms of this Agreement, technical processes and formulas, and
source codes, sales, projections and marketing data.

12. NOTICES. All notices or other communications required to be given hereunder
shall be in writing and delivered either personally or by mail or overnight
courier to the parties at the address provided by each party below, unless such
address has been changed and notice of such change has been delivered in
accordance with this provision.

13. ENTIRE AGREEMENT. The provisions of this Agreement or other agreements
authorizing Ingram to distribute manufacturer's information constitute the
entire Agreement between the subject matter hereof, except other related
agreements referenced herein. No amendment, modification, or waiver of any
provision of this Agreement shall be effective unless it is set forth in a
writing that refers to the Agreement and provisions so affected and is executed
by authorized representatives of both parties.




                                      - 3 -

--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

--------------------------------------------------------------------------------

AGREED AS OF THE COMMENCEMENT DATE STATED ABOVE.

<TABLE>
<CAPTION>
<S>                                                              <C>
"MANUFACTURER"                                                   "INGRAM"

(Company Name)                                                   Ingram Micro Inc.
              -------------------------------------

(Mailing Address)                                                1600 E St Andrew Place
                 ----------------------------------

(City, State, Zip)                                               Santa Ana, California  92706
                    -------------------------------

By:                                          (and)               By:                                        (and)
   -----------------------------------------                        ----------------------------------------

                                              (sign)                                                        (sign)
   -----------------------------------------                        ----------------------------------------

Title:                                                           Title:                                     Ext.
      --------------------------------------                           -------------------------------------    ----
                                                                        (must be signed by marketing manager or buyer)
</TABLE>


                                      - 4 -

--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>



                                    EXHIBIT D

                               PRODUCT PRICE LIST

The prices for the Products offered under this Agreement shall be (check one):

__________ As shown on Vendor's price list dated _____________.

__________ As shown below.

PRODUCT                           LIST PRICE                           DISCOUNT




--------------
**[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted
and for which confidential treatment has been requested. All such omitted
material has been filed with the Securities and Exchange Commission pursuant to
Rule 406 promulgated under the Securities Act of 1933, as amended.


<PAGE>

                                    EXHIBIT E

                     PARTNERSHIP AMERICA-SM- PROGRAM ADDENDUM

THIS PARTNERSHIP AMERICA-SM- PROGRAM ADDENDUM ("Addendum") is made and entered
into this ____ day of _________________, 199___ by and between INGRAM MICRO
INC., a DELAWARE corporation ("Ingram") and ________________________ ("Vendor")
a _____________ corporation (state of incorporation).

                                    RECITALS

A.   On or about _____________, 199__, Ingram and Vendor entered into a
     Distribution Agreement ("Distribution Agreement"), whereby Ingram was
     granted the right to distribute in the U.S., all micro-computer products
     manufactured, produced and/or offered by Vendor ("Vendor Products").

B.   Ingram and Vendor now desire to sell and distribute Vendor Products,
     through resellers and system integrators, to federal, state and local
     governments and their various agencies and departments ("Government") in
     accordance with the terms and conditions of this Addendum.

NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, and in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:

     1.   PARTNERSHIP AMERICA-SM- PROGRAM. Vendor hereby grants to Ingram, and
          Ingram hereby accepts, the non-exclusive right to provide product and
          services to resellers and system integrators in connection with
          Ingram's sale and distribution of Vendor Product(s) to the Government
          in support of specific government contract opportunities.

     2.   VENDOR OBLIGATIONS

          2.1. PRODUCT NOTIFICATION. Vendor shall notify Ingram of any new
               Vendor Product(s), or any major revision of a Vendor Product(s),
               and shall make such Vendor Product(s) available for distribution
               by Ingram no later than the date of first introduction into the
               Government marketplace.

          2.2. FIRM FIXED PRICING. Upon request, Vendor shall provide "Firm
               Fixed Pricing" which shall guarantee the pricing of the Vendor
               Product(s) for the effective term of a specific Government
               contract. Vendor shall give Ingram thirty (30) days advance
               written notice of any Vendor Product(s) being discontinued.

          2.3. REPRESENTATIONS AND CERTIFICATIONS. Vendor understands that due
               to the nature of Government bidding, Vendor may be required to
               enter into a procurement specific non-disclosure agreement or
               make certain representations and certifications before any Vendor
               Product(s) are sold or distributed into the Government
               marketplace. In addition, Vendor agrees to provide Ingram with an
               annual statement of representations and certifications.


                                      - 1 -

--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>


     3.   INGRAM OBLIGATIONS

          3.1. GOVERNMENT SALE SPECIALISTS. Ingram shall maintain a separate
               government sales office, which shall include sales specialists
               with an understanding of Government regulations and Government
               contract terms and conditions to support resellers and system
               integrators in the Government marketplace.

          3.2. CONFIGURATION. Ingram shall maintain a configuration facility for
               system integration and testing in support of Government specific
               contracts and opportunities for resellers.

          3.3. REPORTS. Ingram agrees to make available to Vendor, within ten
               (10) days after the close of each month, via an electronic
               bulletin board system, a point-of-sale report by zip code, of
               Vendor Products sold or distributed to resellers for Government
               specific contracts. Vendor shall provide Ingram with a list of
               individuals authorized to receive such reports.

     4.   PRICING. The price and applicable discount for all Vendor Products
          sold through the Partnership America-SM- Program is set
          forth in Exhibit "A" attached hereto. The pricing and discounts
          for Vendor Products set forth therein shall only apply to Vendor
          Products sold through the Partnership AmericaSM Program into the
          Government marketplace. Ingram will, in its sole discretion,
          determine the sale price to resellers and system integrators for
          all Vendor Products. All Vendor Products pricing and discounts
          set forth pursuant to this Section shall not apply to, amend or
          affect the pricing and discounts set forth in connection with any
          Vendor Products sold and distributed pursuant to the Distribution
          Agreement. Vendor understands and agrees that for certain
          Government proposals/quotes, which specify a significant quantity
          of Vendor Products, Vendor shall provide program specific pricing
          that will include additional discounts to those set forth in
          Exhibit "A".

     5.   TERMINATION. Either Vendor or Ingram may terminate this Addendum,
          with or without cause, by giving the other ninety (90) days
          written notice. Termination of this Addendum shall not result in
          the termination of the Distribution Agreement. Termination of
          this Addendum shall not affect the terms and conditions of any
          Letter of Supply, issued by Vendor pursuant to Subsection 2.2. In
          the event this Addendum is terminated, the rights of the parties
          shall be determined under the terms and conditions of the
          Distribution Agreement.

     6.   DISTRIBUTION AGREEMENT TERMS AND CONDITIONS. Except as otherwise
          provided pursuant to this Addendum, all terms and conditions of
          the Distribution Agreement shall apply to the Partnership
          America-SM- Program.

--------------------------------------------------------------------------------


                                      - 2 -

--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.




<PAGE>


                                                                       EXHIBIT F

                             RED HAT SOFTWARE, INC.
                              Trademark Usage Guide

         Copyright (C) 1998 Red Hat Software, Inc. All rights reserved.


I.       INTRODUCTION

The trademarks of Red Hat Software, Inc. represent the quality, innovation, and
excellence of Red Hat Software's products. They are recognized the world over as
a symbol of the most advanced computing technology. They serve to distinguish
those products that are officially endorsed by Red Hat Software, Inc. and those
that come from other entities. As a result, the trademarks of Red Hat Software,
Inc. are an extremely valuable resource, and are a critical component of Red Hat
Software's business strategy.

The development of a loyal brand following among customers is important to the
long term success of any business. This is especially important in the computer
software field, in which technology evolves extraordinarily rapidly and in which
new companies continually enter the marketplace. Nowhere is this more evident
than in the Linux-Registered Trademark- marketplace, in which the cooperative
development model fosters unsurpassed innovation and technological advancement.
In working with the cooperative development model, brand identity is often the
strongest and most visible aspect that separates one company from another.

Over a period of years, Red Hat Software has worked hard to develop a
consistent, high quality brand by producing computing products of the highest
possible technology, innovation, and quality. Our hard work has lead to several
prestigious international awards and multitudes of enthusiastic users across
the globe. As a result, the "Red Hat"-Registered Trademark- brand name and
associated trademarks have tremendous value in the marketplace, and arE an
extremely effective sales tool. Ensuring that the "Red Hat" brand and
trademarks are used properly and consistently will continue to develop the
value of that brand, and will allow you to benefit from it.

This Guide is designed to give you clear instructions for the use of Red Hat
Software trademarks. Please review it carefully. This document is designed to
assist you in implementing the separate written agreement you have entered with
Red Hat Software that permits you to use certain Red Hat Software trademarks.
Please review that separate written agreement to understand which trademarks you
are authorized to use, and to what extent and scope you may use them. The two
documents go hand in hand, but nothing in this document gives you greater rights
than the written contract between you and Red Hat Software. Rather, this
Trademark Guide is designed to help you implement the written contract.





                                      - 1 -
--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.




<PAGE>

The next few pages give you guidelines for the proper use of certain Red Hat
Software trademarks. Please be sure to follow those guidelines each time you use
any Red Hat Software trademark. The first section is a basic summary of
trademark law to help you understand the importance of adhering to these use
guidelines. The following sections address the particular circumstances of text
trademarks and logo trademarks.

Keep in mind that the trademarks of Red Hat Software are a valuable business
asset, and should be treated with care and respect. In order to preserve
trademark rights, all trademarks must be used consistent with these guidelines.
Failure to do so can result in a loss of trademark rights. The consistent use
over time will allow the value of the marks to increase, and will allow you to
benefit from that experience.

II.      BASIC TRADEMARK USE RULES

The following guidelines apply to use of any and all trademarks, not just those
of Red Hat Software, Inc. They are helpful background information that should
assist you in preserving and enhancing the value of all trademarks you use
throughout your work.

1. DISTINGUISH. When using any trademark in printed materials, always try to
distinguish the mark in relation to other words in the text. This may be done by
printing the mark inside quotation marks, by printing it using all capital
letters, or by using bold print. This document is a good example of
distinguishing trademarks from surrounding text.

2. FORM. It is important to adhere to the exact form of each trademark. We are
an innovative and creative company, except when it comes to the use of our
trademarks. Do not use a clever play on words, or make other alterations to any
marks. Note that "RED HAT" is two separate and distinct words, and should never
be combined into a single word as "Redhat." The marks should not be translated
into other languages, nor should they be combined with marks of other
organizations. Be sure to review the guidelines in Section IV, for printing
graphical marks and logos.

3. ADJECTIVES. Always use marks as adjectives, and never as nouns. The use of
any mark in text should be immediately followed by a noun. For instance, state
"We recommend you use the RED HATTM Linux operating system," rather than, "We
recommend you use Red Hat." On a related note, avoid using marks in the
possessive form, in the plural, or as a verb. The examples below illustrate
proper usage.


                                      - 2 -
--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.




<PAGE>
<TABLE>
<CAPTION>

------------------- --------------------------------------------------- ----------------------------------------------
                                          AVOID                                            CORRECT
------------------- --------------------------------------------------- ----------------------------------------------
<S>                 <C>                                                 <C>
NOUN                "RED HAT's performance is incredible."              "The RED HAT Linux operating system's
                                                                        performance is incredible."
------------------- --------------------------------------------------- ----------------------------------------------

PLURAL              "Corporate demand for RED HATs is surging."         "Corporate demand for the RED HAT Linux
                                                                        operating system is surging."
------------------- --------------------------------------------------- ----------------------------------------------

VERB                "RED HAT your entire network."                      "Set up your entire network using the RED
                                                                        HAT Linux operating system."
------------------- --------------------------------------------------- ----------------------------------------------
</TABLE>


4.       SYMBOL. When a trademark of Red Hat Software, Inc. first appears in
the body of printed text, it should be followed by the appropriate trademark
notice symbol. For registered marks, -Registered Trademark- is appropriate. For
unregistered marks, use TM. After the first use of one of these symbols, it
need not be used again after that mark in the text. Generally, the symbol is
not needed if the mark is used in the text's title or headline. Marks should
always have the appropriate symbol when used on product packaging, in
advertisements, or in other marketing material. In addition, be sure to include
an attribution statement for each mark used. Please see Section III.4 for the
proper form of such a statement.

III.     TEXT TRADEMARKS

Proper use of Red Hat Software trademarks is essential to maintain and increase
their value in the marketplace. The guidelines that follow provide basic rules
of trademark usage, including the form, manner, and place of use.

Please refer to the Agreement signed by you and Red Hat Software, Inc., for
additional information. That Agreement outlines the rights you have to use
certain Red Hat Software trademarks, and this document is designed to assist you
in implementing and exercising those rights. Both documents function together,
and you should consult them regularly.

1.       The words "RED HAT"

The words "RED HAT" are associated the world over with the quality and
innovation of Red Hat Software, Inc.'s products. These words must be used
carefully. Whenever possible, we recommend you use them only to refer to the
official products and services of Red Hat Software, Inc., or in conjunction with
your status as a Red Hat Software Partner.

Be sure to follow the general trademark use rules in Section II., Basic
Trademark Use Rules. The guidelines presented there are especially relevant and
helpful for handling the use of words as trademarks.



                                      - 3 -
--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.




<PAGE>

2.       Attribution Statements

When you us any Red Hat Software, Inc. trademark in the body of written text, be
sure to attribute it properly. In addition to placing the correct notation after
the first use of each trademark (see Basic Trademark Use Rules), also include an
attribution statement in a prominent place, such as a footnote, or at the
beginning of the document. For registered trademarks of Red Hat Software, the
correct attribution statement is:

         "[TRADEMARK] is a registered trademark of Red Hat Software, Inc."

For unregistered marks, use:

         "[TRADEMARK] is a trademark of Red Hat Software, Inc."

IV.      LOGO TRADEMARKS

Logos are often the most unique trademarks of a company, and are instrumental in
developing consumer loyalty and brand identification. For this reason, it is
especially important that logos be used consistently. Modifications, even
slight, may confuse the public and can damage brand allegiance and loyalty. We
offer you the following guidelines to help you maintain the high value of the
RED HAT SHADOW MAN logo (the "Logo"). Any use of the Logo that varies or
deviates from these guidelines may be performed only with the written permission
of Red Hat Software, Inc.

1. COLOR. It is important to use consistent coloration of the Logo. The
following guidelines will ensure uniformity among all partners. Be sure to
review the camera-ready Logo slick, included with the packet of material
accompanying this Guide, for examples of proper usage.
         a. All printing should be done on high-quality white stock paper.
         b. Use the exact color scheme shown on the materials enclosed with this
booklet. The color red should be printed using Pantone-Registered Trademark-
Matching System (PMS) 1797, and black should be black.
         c. Never use any colors other than the prescribed red, black, and
white.
         d. If you use the Logo in black and white, do not use gray shading. For
example, the hat which is red in the full color version should be white, not
gray, in the black and white version.

2.       SIZE. You may vary the size of the Logo to suit your needs, provided
that you abide by the following guidelines.
         a. The minimum size of the Logo is five-eighths of an inch, or 0.7
centimeters, in height. This size may be appropriate for business cards and
other small materials. There is no maximum size for the Logo in large display
items such as trade show signs, blimps, and hot air balloons.
         b. On products, the Logo should occupy no more than 10%, and no less
than 1%, of the surface area of any single surface. For instance, on a box with
100 square inches on the front, the Logo should occupy no more than 10 square
inches, and no less than 1 square inch.



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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
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RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.




<PAGE>

3. APPEARANCE. It is critical to ensure that any adjustments in size are made
proportionally, so that the overall impression is not distorted. Do not adjust
the length of the logo without similarly and proportionally adjusting the
height. Be sure to keep the logo intact as it exists currently. Do not use some
portions of the Logo while leaving other parts out.

4. ATTRIBUTION. As with Text trademarks, it is important that logo trademarks
are properly attributed. When using the Logo, include a proper attribution
statement.

V.       CONCLUSION

The guidelines presented here establish a means to preserving trademark
protection for the Red Hat Software trademarks, including the Red Hat Shadow Man
logo. By following these guidelines, you make a wise investment in your future,
as you help ensure that today's trademarks will preserve their value over time.
Red Hat Software, Inc. looks forward to working with you throughout our
relationship to develop the fame and value of the Red Hat trademarks, and we are
pleased to have you as a partner in that endeavor.

Should you have any questions, please do not hesitate to contact us.



Pantone is a registered trademark of Pantone, Inc. Linux is a registered
trademark of Linus Torvalds.




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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

                                    EXHIBIT G

                              POINT OF SALE REPORT
                                LICENSE AGREEMENT

This Agreement (the "Agreement") is made this 15th day of October, 1998 by and
between Ingram Micro Inc., a Delaware corporation with its principal place of
business at 1600 East St., Andrew Place, Santa Ana, California 92705
("Ingram"), and Red Hat Software, a Delaware corporation, with its principal
place of business at 4201 Research Commons, Suite 100, Research Triangle Park,
North Carolina 27709 ("Licensee").

WHEREAS Ingram is engaged in the research, collection, compilation and
distribution of- information relating to its sales and it is willing to
license such information to Licensee for its internal use. Licensee wishes to
receive such information and to use it in accordance with the terms and
conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises set out herein, the
parties hereby agree as follows:

1.   INFORMATION DEFINED. Ingram shall provide Licensee information relating to
its sales and such information includes, but is not limited to the Point of Sale
Report hereinafter referred to as "Proprietary Information".

2.   LICENSE TO USE. Ingram hereby grants Licensee a nonassignable license to
use the Proprietary Information for internal purposes only. Licensee agrees not
to contact any customer or dealer listed in the Proprietary Information for the
purpose of soliciting a direct sales relationship between Licensee and such
customer or dealer. Notwithstanding the foregoing, Licensee shall not be
prohibited from contacting or soliciting those customers or dealers (a) with
whom Licensee already has a direct relationship, (b) who contact Licensee of
their own accord, and (c) who are developed as prospective customers or dealers
independent of the "Proprietary Information."

3.   LICENSE FEES In consideration of its right to use Proprietary
Information, Licensee agrees to pay Ingram [CONFIDENTIAL TREATMENT
REQUESTED]** of Ingram's monthly sales of Vendor's product during the period
of this Agreement, in the form of a credit issued monthly for the prior month.

4.   TERM. The term of this Agreement, unless terminated in accordance with
paragraph 9, shall be concurrent with the term of that mutual Distribution
Agreement between Ingram Micro Inc. and Licensee dated October 15, 1998,
incorporated by reference as if fully set forth herein. In the event of
expiration or earlier termination of the Distribution Agreement or the earlier
termination of this Agreement Ingram may deduct any outstanding accrual of the
rebated amount.


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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
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RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.




<PAGE>


5.   COPYRIGHT. Licensee acknowledges that all Proprietary Information and all
written descriptions, extractions, or summaries thereof, whether made by
Licensee or Ingram, shall be the property of Ingram and that the granting of a
license to use the Proprietary Information hereunder shall in no way constitute
or be construed as a grant of any proprietary interests or copyrights in
Proprietary Information. Licensee agrees that it will not copy, scan, duplicate
or reproduce any of the Proprietary Information in any manner whatsoever, except
that Licensee shall be Permitted to create additional copies of the Proprietary
Information for its internal use only.

6.   NON-DISCLOSURE. Licensee agrees to hold in confidence and not to directly
or indirectly use, reveal, report, publish, disclose or transfer to any other
person or entity any of the Proprietary Information or utilize any of the
Proprietary Information for any purpose at any time except as permitted under
Section 2. Licensee shall have the right to disclose the Proprietary Information
to key employees of Licensee to the extent necessary to perform tasks directly
related to the permitted uses; provided, however that the Licensee shall take
steps to ensure that such employees conduct themselves so as to preserve
confidentiality of the Proprietary Information. Licensee and Ingram mutually
agree that Ingram's public disclosure of the Proprietary Information, except
pursuant to a confidential disclosure agreement, to any party will release
Licensee from the obligation of confidentiality with respect to that portion of
the Proprietary Information actually disclosed by Ingram.

7.   REMEDY IN EVENT OF UNAUTHORIZED DISCLOSURE. Because of the unique and
proprietary nature of the Proprietary Information, it is understood and agreed
that Ingram's remedies at law for a breach by Licensee of its obligations under
this Agreement will be inadequate and that Ingram shall, in the event of such
breach by Licensee, be entitled to equitable relief (including without
limitation, injunctive relief and specific performance) without any requirement
to post a bond as a condition for such relief, in addition to all other remedies
under this Agreement or available at law. In addition, Vendor agrees to and
shall indemnify Ingram from and compensate Ingram for any and all damage or
injury, including legal fees and costs incurred by Ingram because of Vendor's
misuse of any Proprietary Information or costs incurred by Ingram in enforcing
its rights hereunder. This provision shall survive the expiration or earlier
termination of this Agreement for a period of one (1) year.

8.   DISCLAIMER OF LIABILITY. Ingram makes no warranty, either express or
implied, as to the completeness and accuracy of the Proprietary Information. All
Proprietary Information is provided to Licensee "as is". INGRAM DISCLAIMS ALL
WARRANTIES RELATING TO THE PROPRIETARY INFORMATION. INGRAM DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE. Licensee's sole remedy in the event that Proprietary
Information contains a material error (which Ingram cannot correct within thirty
(30) days after Licensee notifies Ingram in writing) shall be to return the
Proprietary Information to Ingram for a refund of a prorate portion of the
license fee as applicable.

9.   TERMINATION. Upon termination of this Agreement by either party for any
reason which shall be effective upon thirty (30) days written notice, Vendor
shall return all Proprietary Information, irrespective



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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
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RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.




<PAGE>

of format, to Ingram within thirty (30) days of the effective date of
termination or if Ingram so requests, to certify to Ingram that all Proprietary
Information and copies have been destroyed. For purposes of enforcing this
provision, Vendor's return obligation shall survive the termination of this
Agreement.

10.  ADDITIONAL PROVISIONS. This Agreement shall be governed by the laws of the
State of California. This Agreement contains the full and complete understanding
of the parties with respect to the subject matter hereof and supersedes all
prior representations or understandings, whether oral or written. In the event
that any provision is found invalid or unenforceable pursuant to statutory or
judicial decree, such provision shall be construed only to the maximum extent
permitted by law, and the remainder of the Agreement shall be valid and
enforceable - in accordance with its-terms. Notwithstanding the termination or
expiration of any other agreement between the parties, the obligations created
hereunder shall continue indefinitely.

INGRAM MICRO INC.                                  RED HAT SOFTWARE

By:  /s/ Michael Terrell                           By:  /s/ Paul Mcnamara
     -------------------------------------              ------------------------

Name:  Michael Terrell                             Name:  Paul Mcnamara
     -------------------------------------              ------------------------

Title:  Vice President Purchasing                  Title:  Vice President
     -------------------------------------              ------------------------

Date:  November 13, 1998                           Date:  November 6, 1998
     -------------------------------------              ------------------------




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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

November 4, 19998

Geno Marcoux
Ingram Micro
Fax:  714-247-3223

Dear Geno:

As agreed upon in yesterday's meeting with Paul McNamara, the following pricing
schedule [CONFIDENTIAL TREATMENT REQUESTED]** will apply to Ingram Micro's sale
of Red Hat Software's retail software products.

<TABLE>
<CAPTION>

------------------------------------------------ ----------------------- ---------------- ----------------------------
PRICING SCHEDULE
------------------------------------------------ ----------------------- ---------------- ----------------------------
PRODUCT                                          PRODUCT CODE            LIST PRICE       [CONFIDENTIAL TREATMENT
BOXED SETS                                                                                REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
<S>                                              <C>                     <C>              <C>
Red Hat Linux 5.2/Intel                          RH5020                  $49.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
Red Hat Linux 5.2/Alpha                          ARH5020                 $49.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
Red Hat Linux 5.2/SPARC                          SRH5020                 $49.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
Red Hat Linux Power Tools                        PT1000                  $39.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
Red Hat Linux Extra!                             RH5300                  $79.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
Red Hat Secure Web Server 2.0                    WB2000                  $99.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
BOOK + CDROM
------------------------------------------------ ----------------------- ---------------- ----------------------------
Red Hat Motif 2.1.1                              RH2110                  $149.00          [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
</TABLE>

                                      - 1 -
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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

<TABLE>
<CAPTION>

------------------------------------------------ ----------------------- ---------------- ----------------------------
JEWEL CASE
------------------------------------------------ ----------------------- ---------------- ----------------------------
<S>                                              <C>                     <C>              <C>
Red Hat Variety Pack                             RH5400                  $29.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
Red Hat Off Line                                 LA1000                  $24.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
Red Hat Linux Library                            RH5005                  $29.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
Linux Rough Cuts                                 RC1000                  $29.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
Extreme Linux                                    EX1000                  $29.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
BOOKS
------------------------------------------------ ----------------------- ---------------- ----------------------------
Linux Undercover                                 B20080                  $39.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
Maximum RPM                                      B2005                   $34.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
Red Hat Linux 5.2
------------------------------------------------ ----------------------- ---------------- ----------------------------
Installation Guide                               RH5021                  $14.95           [CONFIDENTIAL TREATMENT
                                                                                          REQUESTED]**
------------------------------------------------ ----------------------- ---------------- ----------------------------
</TABLE>

[CONFIDENTIAL TREATMENT REQUESTED]**

[CONFIDENTIAL TREATMENT REQUESTED]** of the products listed above for the
period November 4, 1998 through January 1, 1999. Payment will be January 31,
1999 in the form of a credit memo and applied against any outstanding balance.

[CONFIDENTIAL TREATMENT REQUESTED]**

Geno, please call me immediately if you have any questions, or require
additional information to set up products.

Best regards,

/s/ Terry Tomlinson
-------------------
Terry Tomlinson


                                      - 2 -
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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>


                                    AMENDMENT



This is an amendment ("Amendment") to a separate written agreement ("Agreement")
entered into on October 15, 1998, by and between Ingram Micro, Inc. ("Ingram"),
a Delaware corporation, and Red Hat Software, Inc. ("Vendor"), a Delaware
corporation. The parties agree that since the Agreement took effect, Vendor has
introduced new products which consist primarily of services to be provided by
Vendor to customers, and Ingram wishes to distribute those products pursuant to
the Agreement. Therefore, the parties hereby agree to the following terms and
conditions:

1. This Amendment shall be effective as of the date it is executed by both
parties, and it shall terminate upon the termination of the Agreement, or as
otherwise agreed to in writing by both parties.

2.   "Enterprise Product" means those products offered by Vendor which are
     designed for use by enterprise customers. Enterprise Product offered by
     Vendor may be determined by Vendor from time to time, and as of the date of
     this Amendment includes the following:

     A. Enterprise Support Product:
        (1)      10-Incident Support Pack
        (2)      25-Incident Support Pack

     B. Enterprise Software Product:
        (1)      Red Hat Linux System Builder Edition OEM
        (2)      Red Hat Linux Commercial Server Edition OEM
        (3)      Red Hat Linux Commercial Server Edition

     C. For purposes of this Amendment and the Agreement, Enterprise
        Product shall be considered Product as defined in Agreement.

3. With respect solely to Enterprise Product, the last sentence of Section 1.1
of Agreement is deleted and is replaced with the following:

Ingram shall have the right to purchase, sell and ship Enterprise Product to any
and all Registered Resellers within the Territory. "Registered Reseller" means
those resellers that have registered with Vendor as required by Vendor in its
discretion from time to time, and which Vendor indicates to Ingram are properly
registered. Ingram shall not sell, ship or otherwise distribute Enterprise
Product to any party that is not a Registered Reseller.

4. With respect solely to Enterprise Product, Section 7 ("Returns") of the
Agreement is deleted and is replaced by the following:

                                     - 1 -
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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

    A.  STOCK BALANCING. In the event that Vendor releases a new version
        of its Red Hat Linux software, Ingram may return unsold
        Enterprise Software Product containing the previous version of
        Red Hat Linux to Vendor for full credit of the purchase price paid by
        Ingram [CONFIDENTIAL TREATMENT REQUESTED]**. Vendor shall apply credit
        of the purchase price of returned Enterprise Software Product to
        Ingram's purchase of the new version of the Enterprise Software
        Product. In the event that Enterprise Support Product is unsold after
        [CONFIDENTIAL TREATMENT REQUESTED]**, Ingram may return it in unopened
        box condition only and, upon receipt of returned Support Product by
        Vendor in satisfactory condition, Vendor shall apply credit of purchase
        price of Enterprise Support Product to purchase of Enterprise Software
        Product. All Enterprise Software Product or Enterprise Support Product
        to be returned to Vendor pursuant to this section must be in original,
        complete, unused and unopened condition.

    B.  POST-TERM/TERMINATION. For [CONFIDENTIAL TREATMENT REQUESTED]** after
        the expiration or earlier termination of the Agreement, Ingram may
        return to Vendor unsold Enterprise Software Product in its inventory.
        All Enterprise Software Product to be returned to Vendor pursuant to
        this section must be in original, complete, unused and unopened
        condition. Vendor shall apply credit of the purchase price
        [CONFIDENTIAL TREATMENT REQUESTED]**, to Ingram's outstanding invoices,
        and in the event there are no outstanding invoices, Vendor shall issue
        a cash refund to Ingram.

    C.  PRODUCT DISCONTINUATION. Vendor reserves the right to discontinue,
        cancel, change, or otherwise modify the support services component of
        any or all Enterprise Product. Vendor shall provide Ingram with
        [CONFIDENTIAL TREATMENT REQUESTED]** notice of any discontinuation,
        cancellation, change to, or other modification of any or all Enterprise
        Product, Ingram shall, upon written request from Vendor, return to
        Vendor all such Enterprise Product in its inventory within
        [CONFIDENTIAL TREATMENT REQUESTED]** of receipt of such request. Vendor
        shall, upon receipt of such returned Enterprise Product, credit Ingram
        for the purchase price paid for such Enterprise Products [CONFIDENTIAL
        TREATMENT REQUESTED]**. All Enterprise Product to be returned by Ingram
        pursuant to this section must be in original, complete, unused and
        unopened condition. Except as provided in this section, no Enterprise
        Support Product be returned to Vendor by Ingram.

    D.  DEFECTIVE PRODUCT.

        (1)    Ingram may return to Vendor the software or documentation
        component of any Enterprise Product that is defective. Upon receipt of
        such defective component, Vendor shall provide Ingram with replacement
        component and shall credit Ingram with the reasonable ground freight
        charges incurred by Ingram in returning such defective component to
        Vendor. In no event shall the support services component of any
        Enterprise Product to be considered defective.


                                      - 3 -
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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

         (2)    If any Enterprise Product is recalled by Vendor because
         of defects, Ingram will provide reasonable assistance to Vendor with
         such recall, and Vendor shall pay Ingram's reasonable expenses in
         connection with such recall.

5. Vendor's price list, set forth in Exhibit D of Agreement, is amended to
include the Enterprise Product price list attached to this Amendment as Schedule
A.

6. All provisions of Agreement not modified or amended by this Amendment shall
remain in full force and effect. To show their assent, the parties have executed
this Amendment as shown below:

<TABLE>
<CAPTION>
<S>                                                     <C>
------------------------------------------------------- ----------------------------------------
RED HAT SOFWARE, INC. ("Vendor")                        INGRAM MICRO INC. ("Ingram")



By:  /S/ TERESA SPANGLER                                By:  /S/ MICHAEL TERRELL

Name:  TERESA SPANGLER                                  Name:  MICHAEL TERRELL

Title:  BUSINESS UNIT LEADER CHANNELS                   Title:  VICE PRESIDENT, PURCHASING

Date:  FEBRUARY 3, 1999                                 Date:  FEBRUARY 9, 1999

------------------------------------------------------- ----------------------------------------
</TABLE>


                     February 1999        EXHIBIT A ADDENDUM TO INGRAM AGREEMENT

ENTERPRISE PRODUCTS

The products below are intended to be sold only to resellers registered as Red
Ht Registered Resellers of these products.

<TABLE>
<CAPTION>
PRODUCT CODE                             DESCRIPTION                         UPC#      LIST PRICE    INGRAM PRICE      DISCOUNT
ENTERPRISE SOFTWARE PRODUCTS
<S>                  <C>                                             <C>                <C>         <C>              <C>
SBE5205              SYSTEM BUILDERoem/INTEL-5 PK                    638347 50039 8     $249.75     [CONFIDENTIAL    [CONFIDENTIAL
                                                                                                      TREATMENT        TREATMENT
                                                                                                     REQUESTED]**    REQUESTED]**
CSE5200              COMMERCIAL SERVERoem/INTEL-Single               638347 50031 2     $995.00     [CONFIDENTIAL    [CONFIDENTIAL
                                                                                                      TREATMENT        TREATMENT
                                                                                                     REQUESTED]**    REQUESTED]**
CSE5300              COMMERCIAL SERVERoem/INTEL-Single               638347 50051 0     $995.00     [CONFIDENTIAL    [CONFIDENTIAL
                                                                                                      TREATMENT        TREATMENT
                                                                                                     REQUESTED]**    REQUESTED]**
</TABLE>

                                      - 3 -
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AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

ENTERPRISE SUPPORT PRODUCTS

<TABLE>
<CAPTION>
<S>                  <C>                                             <C>               <C>          <C>              <C>
ESP1000              10 INCIDENT CALL PACK                           638347 50035 0    $2,995.00    [CONFIDENTIAL    [CONFIDENTIAL
                                                                                                      TREATMENT        TREATMENT
                                                                                                     REQUESTED]**    REQUESTED]**
ESP2500              25 INCIDENT CALL PACK                           638347 50036 7    $7,295.00    [CONFIDENTIAL    [CONFIDENTIAL
                                                                                                      TREATMENT        TREATMENT
                                                                                                     REQUESTED]**    REQUESTED]**

Sales Goals [CONFIDENTIAL TREATMENT REQUESTED]** Plan for Ingram Micro ECD Products

[CONFIDENTIAL TREATMENT REQUESTED]** for Attained Level of Net Sales   Q1 1999

[CONFIDENTIAL                for sales above                         [CONFIDENTIAL
TREATMENT                                                            TREATMENT
REQUESTED]**                                                         REQUESTED]**

[CONFIDENTIAL                for sales above                         [CONFIDENTIAL
TREATMENT                                                            TREATMENT
REQUESTED]**                                                         REQUESTED]**

[CONFIDENTIAL                for sales above                         [CONFIDENTIAL
TREATMENT                                                            TREATMENT
REQUESTED]**                                                         REQUESTED]**
</TABLE>




                                      - 4 -
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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

                               AMENDMENT #1 to the
                             DISTRIBUTION AGREEMENT

THIS AMENDMENT (the "Amendment") is entered into this 23rd day of April 1999, by
and between INGRAM MICRO INC. ("Ingram") and RED HAT SOFTWARE, INC. ("Vendor").

The parties have agreed to amend their Distribution Agreement ("Agreement"),
effective October 15, 1998.

1.       SECTION 4.1, SHIPPING/EXPORT, DELETE AND REPLACE WITH THE FOLLOWING:
         Vendor shall ship Product pursuant to Ingram purchase order(s)
         ("P.O."). Product shall be shipped F.O.B. Vendor's U.S. designated
         facility and Ingram shall pay all freight charges. Risk of loss or
         damage by agreement of the parties will pass to Ingram upon delivery to
         the warehouse specified in Ingram's P.O. Vendor shall ship all Products
         in accordance with the instructions in Ingram's Vendor Routing Guide,
         attached hereto as Exhibit A. Vendor shall pay Ingram a [CONFIDENTIAL
         TREATMENT REQUESTED]** as referenced in Section 6.3. In the event
         Vendor ceases [CONFIDENTIAL TREATMENT REQUESTED]** for whatever
         reason, Product shall be shipped [CONFIDENTIAL TREATMENT REQUESTED]**
         designated U.S. warehouse and [CONFIDENTIAL TREATMENT REQUESTED]**
         shall pay all freight charges.

2.       SECTION 5.4, PRICE ADJUSTMENTS, REPLACE THE LAST SENTENCE WITH THE
         FOLLOWING: Pass thru price protection to Ingram's customers shall
         occur only for those customers mutually agreed upon by Vendor and
         Ingram.

3.       SECTION 5.5, PAYMENT TERMS, DELETE AND REPLACE WITH THE FOLLOWING:
         Ingram's payment terms shall be [CONFIDENTIAL TREATMENT REQUESTED]**.
         Payment shall be deemed made on the payment postmark date.

4.       SECTION 6.2, ADVERTISING, DELETE AND REPLACE WITH THE FOLLOWING:
         Vendor agrees to cooperate in Ingram's or Ingram's customers'
         advertising and promotion of Product and hereby grants Ingram a
         cooperative advertising allowance which will be established by
         mutual agreement for such advertising featuring Product and/or Vendor.
         Ingram shall submit advertising to Vendor for review and approval
         prior to any initial release, and Vendor shall not unreasonably
         withhold or delay such approval. Upon receipt of reasonable evidence
         of such advertising expenditures, Vendor agrees to credit the amount
         thereof against future Ingram purchases.

5.       ADD 6.3 AS A NEW SECTION: Vendor shall pay Ingram a [CONFIDENTIAL
         TREATMENT REQUESTED]** based on Ingram's net sell through Vendor's
         Product. [CONFIDENTIAL TREATMENT REQUESTED]** will be paid quarterly
         within sixty (60) days of the close of each fiscal quarter, provided
         that Ingram provides timely sell through reports to Vendor. There are
         no other applicable [CONFIDENTIAL TREATMENT REQUESTED]** other than
         the [CONFIDENTIAL TREATMENT REQUESTED]** stated above. [CONFIDENTIAL
         TREATMENT REQUESTED]** must be stated in writing by both parties.

6.       SECTION 7. 1, DELETE AND REPLACE WITH THE FOLLOWING: Notwithstanding
         anything herein to the contrary, Ingram may return Products throughout
         the term within [CONFIDENTIAL TREATMENT REQUESTED]** of the purchase
         date which are in their original packaging to Vendor for full credit of
         the Products' purchase price. Vendor will consider in good faith on
         a case by case basis any Product return requests after this period.
         Subject to the provisions of this Section in the event that a Return
         Material Authorization (RMA) for the return of product is not issued
         within [CONFIDENTIAL TREATMENT REQUESTED]** of the request, Ingram
         shall have the right to return any Product(s) to Vendor without an
         RMA, and Vendor shall be obligated to accept such return for credit.
         [CONFIDENTIAL TREATMENT REQUESTED]** shall pay all freight charges
         for Product returns.

7.       SECTION 7.3, DELETE AND REPLACE WITH THE FOLLOWING: Vendor shall give
         Ingram [CONFIDENTIAL TREATMENT REQUESTED]** advance written notice of
         Product discontinuation. Ingram may return all such Product to Vendor


                                      - 1 -
--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

         for full credit of Product purchase price, provided that Ingram uses
         commercially reasonable efforts to return all such Product in its
         inventory within [CONFIDENTIAL TREATMENT REQUESTED]** of receipt of
         written notice from Vendor of Product discontinuation. Within
         [CONFIDENTIAL TREATMENT REQUESTED]** of receipt of written notice of
         Product discontinuation, Ingram will provide a report to Vendor of
         current Customer inventory levels of such Product for those resellers
         that provide inventory reporting to Ingram. Ingram will use
         commercially reasonable efforts to return to Vendor such Product from
         its customers within [CONFIDENTIAL TREATMENT REQUESTED]** of receipt of
         written notice of Product discontinuation. These reports are intended
         to give Vendor a realistic expectation of the aforementioned
         [CONFIDENTIAL TREATMENT REQUESTED]** returns period. [CONFIDENTIAL
         TREATMENT REQUESTED]** shall pay all freight charges for Product
         returns.

8.       SECTION 7.4(A) DELETE AND REPLACE WITH THE FOLLOWING:
         Ingram may return any Product to Vendor that Ingram or its customer
         finds defective. Ingram shall return such defective Product to Vendor
         no more than once per month. Vendor shall immediately credit Ingram
         for the Product purchase price, [CONFIDENTIAL TREATMENT REQUESTED]**.

9.       PARAGRAPH 3 OF EXHIBIT G, DELETE AND REPLACE WITH THE FOLLOWING:
         Ingram agrees to waive the license fees provided Vendor pays Ingram a
         [CONFIDENTIAL TREATMENT REQUESTED]** as referenced in Section 6.3.

This Amendment shall remain in effect for the current term and any renewal term
of the Agreement.

Notwithstanding the foregoing, all other provisions of the Agreement remain
unchanged. The undersigned has read this Amendment, agrees hereto, and is an
authorized representative of its respective party.

<TABLE>
<CAPTION>

<S>                                                           <C>
INGRAM MICRO INC.                                             RED HAT SOFTWARE
1600 St. Andrew Place                                         4201 Research Commons, Suite 100
Santa Ana, California 92705                                   Research Triangle Park, North Carolina 27709


By:  /s/ Donna Grothian                                       By:  /s/ Teresa Spangler

Name:  DONNA GROTHIAN                                         Name:  TERESA SPANGLER

Title:  GENERAL MANAGER, SOFTWARE                             Title:  BUSINESS UNIT LEADER

Date:  APRIL 27, 1999                                         Date:  APRIL 24, 1999

</TABLE>


                                      - 2 -
--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


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