Employment Agreement - Dell Computer Corp. and J. T. Vanderslice


                            
                            DELL COMPUTER CORPORATION  
                            DELL EMPLOYMENT AGREEMENT

I agree to the following terms regarding my employment or continued employment
with Dell Computer Corporation or a subsidiary or affiliate of Dell Computer
Corporation (collectively, 'Dell'). I enter into this agreement in consideration
of the salary, wages and benefits paid to me by Dell and in consideration of the
confidential and proprietary information provided to me by Dell. I understand
that Dell agrees to employ me only on the condition that I agree to honor and to
be bound by the provisions of this Agreement.

1.       I will devote my best efforts to performing well all duties that Dell
         may assign to me from time to time. While I am a Dell employee, I will
         not work or consult for a competitor of Dell.

2.       If Dell desires to terminate my employment other than for 'cause' (as
         defined below) at any time prior to the third anniversary of the date
         my employment commences, Dell shall send me written notice of such
         termination and my employment shall terminate on the date that is 15
         months after my receipt of such written notice. During such period, my
         duties and responsibilities shall be as assigned by Dell's Chief
         Executive Officer and my then current salary and benefits (including
         scheduled vesting of equity awards) shall be continued. In addition, if
         at the end of such 15-month period, Dell's average daily market
         capitalization for the immediately proceeding 12-month period is less
         than $165 billion, then Dell shall pay to me a cash payment of $35
         million (if the termination notice is given before the first
         anniversary of my commencement date), $20 million (if the termination
         notice is given on or after the first anniversary and before the second
         anniversary) or $10 million (if the termination notice is given on or
         after the second anniversary and before the third anniversary). The
         benefits and payments described in this paragraph shall be my sole and
         exclusive remedy for such termination of employment. Commencing on the
         third anniversary of my employment, I will be employed 'at will,'
         meaning that my employment can be terminated by me or Dell at any time,
         with or without cause or advance notice. For purposes of the foregoing,
         Dell's average daily market capitalization for a given period shall be
         computed by dividing (1) the sum of Dell's daily market capitalization
         for each trading day during such period (which shall be equal to the
         product of the closing sales price of Dell's common stock on such day
         multiplied by the number of shares of Dell common stock outstanding on
         such day) by (2) the number of trading days in such period. For
         purposes of this employment agreement, Dell shall have 'cause' to
         terminate my employment if: (a) in carrying out my duties at Dell, I
         engage in conduct that constitutes willful gross neglect or willful
         gross misconduct unless I believed in good faith such action or
         nonaction was in or not opposed to the best interest of Dell or (b) I
         am convicted of a felony involving moral turpitude. There shall be no
         termination for Cause without my first being given written notice and
         an opportunity to be heard. The provisions of this paragraph shall
         control over any contrary provisions in my offer letter, application
         for employment, code of conduct or any other document.

3.       While I am a Dell employee, I will promptly disclose all Intellectual
         Property to Dell. Intellectual Property includes each discovery, idea,
         improvement, or invention I create, conceive, develop or discover,
         alone or with others, which relates to Dell's business or results from
         the use of Dell's equipment, supplies, facilities, or information. All
         Intellectual Property, in whatever form, is Dell's property. I assign
         to and agree to assign to Dell and its nominees, without additional
         compensation, all of my rights in Intellectual Property. I will assist
         Dell in all ways in the future, including giving evidence and executing
         any documents deemed helpful or necessary by Dell, to establish,
         perfect, and register worldwide, at Dell's expense, such rights in
         Intellectual Property. I will not do anything in conflict with Dell's
         rights in Intellectual Property and will cooperate fully to protect
         Intellectual Property against misappropriation or infringement.




4.       I agree that Dell will be the copyright owner in all Copyrightable
         Works of every kind and description created or developed by me, solely
         or jointly with others, in connection with any employment with Dell. If
         requested to, and at no further expense to Dell, I will execute in
         writing any acknowledgments or assignments of copyright ownership of
         such Copyrightable Works as may be appropriate for preservation of the
         worldwide ownership in Dell and its nominees of such copyrights.

5.       If Schedule A is attached to this Agreement, I have chosen to exclude
         from the operation of this Agreement those previous inventions and
         improvements listed in Schedule A and, if needed, more fully described
         in disclosure statements submitted to Dell. Under Schedule A, I have
         listed the titles of all my ideas, inventions, improvements, works of
         authorship, and discoveries, patented or unpatented, copyrighted or not
         copyrighted, that have been completed or are in progress at the date of
         this Agreement. As a matter of establishing a record, these ideas,
         inventions, improvements, works of authorship, and discoveries that are
         in progress have been fully described by me in the disclosure
         statements I have attached to Schedule A. I understand that I must
         provide the Schedule and statements before I sign this Agreement and
         that no such ideas, will be excluded from operation of this Agreement
         unless they are properly identified in the Schedule prior to my
         execution of this Agreement. I further understand that I cannot make
         any changes to the Schedule after this Agreement has been signed.

6.       I will not use, publish, misappropriate, or disclose any Confidential
         or Proprietary Information, during or after my employment, except as
         required in the performance of my duties for Dell or as authorized in
         writing by Dell. Confidential and Proprietary Information includes
         information I learn or originate during my employment which is not
         publicly available or readily ascertainable by proper means, and
         includes such information disclosed by others in confidence to Dell. If
         I have doubts concerning whether particular information is Confidential
         or Proprietary, I will promptly consult my supervisor or Dell's Legal
         Department for guidance in advance. Confidential and Proprietary
         Information includes, but is not necessarily limited to, the
         information described in subparagraphs A through D below:

                  A.       Technical information of Dell, its affiliates, its
                           customers or other third parties that is in use,
                           planned, or under development, such as but not
                           limited to: manufacturing and/or research processes
                           or strategies (including design rules, device
                           characteristics, process flow, manufacturing
                           capabilities and yields); computer product, process
                           and/or devices (including device specification,
                           system architectures, logic designs, circuit
                           implementations); software product (including
                           operating system adaptations or enhancements,
                           language compilers, interpreters, translators, design
                           and evaluation tools, and application programs); and
                           any other databases, methods, know-how, formulae,
                           compositions, technological data, technological
                           prototypes, processes, discoveries, machines,
                           inventions, and similar items.

                  B.       Business information of Dell, its affiliates, its
                           customers or other third parties, such as but not
                           limited to: information relating to Dell employees
                           (including information related to staffing and
                           compensation); actual and anticipated relationships
                           between Dell and other companies; financial
                           information (including sales levels, pricing, profit
                           levels, and other unpublished financial data);
                           information relating to customer or vendor
                           relationships (including performance requirements,
                           development and delivery schedules, device and/or





                           product pricing and/or quantities, customer lists,
                           customer preferences, financial information, credit
                           information; and similar items.

                  C.       Information relating to future plans of Dell, its
                           affiliates, its customers or other third parties,
                           such as but not limited to: marketing strategies; new
                           product research; pending projects and proposals;
                           proprietary production processes; research and
                           development strategies; and similar items.

                  D.       Other valuable, confidential information and trade
                           secrets of Dell, its affiliates, its customers or
                           other third parties which in many instances may not
                           be identified as confidential or proprietary.

7.       I will not export or otherwise transfer out of the United States or
         release to any person within the United States, Controlled Technology
         or Software, during or after my employment, except as authorized in
         writing by Dell. Controlled Technology or Software is technology or
         software controlled under the U.S. Export Administration Regulations
         and includes, but is not limited to, Confidential and Proprietary
         Information of the type described in paragraphs 6A. and 6C. above, to
         the extent that such information is not otherwise publicly available.
         Release within the United States includes disclosure to any person,
         oral exchanges with persons in the United States or abroad, and
         application to situations abroad of personal knowledge or technical
         experience acquired in the United States. If I have any doubts
         regarding whether particular information is Controlled Technology or
         Software, I will promptly consult my manager, Dell's Legal Department,
         or Dell's Global Compliance Organization.

8.       I will not use in my work or disclose to Dell any Confidential or
         Proprietary Information of a third party unless Dell first receives
         written authorization from the third party allowing the use or
         disclosure of such information and unless Dell agrees in writing to
         receive such information on terms acceptable to Dell. I will abide by
         restrictions imposed on the disclosure and use of such third party
         information.

9.       I agree to abide by the provisions of the Dell Code of Conduct,
         Defining Excellence (including any addenda applicable to my position),
         and all applicable rules, policies, and practices as may be adopted by
         Dell from time to time. Although the Code of Conduct provides that
         employment at Dell is terminable at will, the terms this Agreement will
         control over any contrary provisions in the Code of Conduct.

10.      I agree that my name, voice, picture, and likeness may be used in
         Dell's advertising, training aids and other materials without payment
         of separate compensation to me.

11.      When my employment with Dell ends, I will promptly deliver to a
         designated Dell representative all originals and copies of all
         materials, documents and property of Dell which are in my possession or
         control. I also will cooperate in conducting an exit interview with a
         designated Dell representative.

12.      If I accept new employment within one year of leaving Dell's employ, I
         will give written notice to the new employer of my obligations
         regarding Intellectual Property, Copyrightable Works and Confidential
         and Proprietary Information. Furthermore, for a period of two years
         from the separation of my employment with Dell, I agree promptly to
         inform Dell, in writing, of the name and address of my subsequent
         employers. I consent to Dell providing my subsequent employers 




         with information, including a copy of this Agreement, regarding my
         ongoing obligations under this Agreement.

13.      I agree that Dell and I will submit any disputes arising under this
         Agreement or any other aspect of my employment (including contract or
         tort claims, or claims arising under statute or regulation) to binding
         arbitration pursuant to the Commercial Arbitration Rules of the
         American Arbitration Association.

14.      This Agreement, together with the attached offer letter and addenda,
         which have been signed by me and a Dell representative, as well as the
         Certification and Agreement portion of my Application for Employment
         with Dell, constitute my entire agreement with Dell concerning the
         topics covered. These documents replace completely any earlier or
         contemporaneous communication or agreement with Dell about these
         topics. The laws of the State of Texas govern this agreement and all
         disputes will be resolved in Travis County, Texas. This Agreement may
         be changed only by a written document signed by me and by the Chairman
         of Dell.

Accepted and agreed on behalf of Dell Computer Corporation:


  /s/ Mort Topfer
---------------------------------------
Michael Dell
Chairman and Chief Executive Officer


I have carefully read this Agreement, I understand and accept its terms. I agree
that I will continue to be bound by the provisions of this Agreement after my
employment with Dell has ended.


  /s/ J. T. Vanderslice
---------------------------------------
Employee's Signature


  J. T. Vanderslice
---------------------------------------
Print Employee Name


  12/10/99
---------------------------------------
Date


NOTE: Schedule A and disclosure statements are not a part of this Agreement or
accepted by Dell if the Schedule has not been initialed by a member of Dell's
Legal Department.