Gateway Authorized Reseller Agreement - Gateway Companies Inc. and Einstein Computer Corp.


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                      GATEWAY AUTHORIZED RESELLER AGREEMENT


This Reseller Agreement ("Agreement") is made this 23rd day of September, 2000
("Effective Date"), by and between Gateway Companies, Inc., a Delaware
corporation ("Gateway"), and Einstein Computer Corporation, a Florida
corporation, with principal place of business at 1601 N. Harrison Pkwy., Suite
200, Bldg. A, Sunrise, FL 33323 ("Reseller").


SECTION I: APPOINTMENT

1.1      APPOINTMENT Gateway appoints Reseller and Reseller accepts appointment
         as an independent non-exclusive Reseller to market, sell, lease and
         install Gateway products ("Products") within the Territory stated in
         Exhibit A to consumers purchasing pursuant to employer PC purchase
         programs. Reseller is not appointed as a dealer for Gateway's GSA
         Schedule.

1.2      PRODUCTS COVERED Gateway Products means the products agreed to between
         the parties from time to time with any exclusions, additions or
         discounts Gateway may make.

1.3      SUB-RESELLERS Reseller shall not, without Gateway's prior written
         approval, appoint sub-resellers, resellers or agents ("Sub-resellers")
         to market, sell, or lease Gateway Products; provided that Gateway shall
         not withhold such consent unreasonably if Reseller provides evidence of
         Gateway approved training and certification of such reseller or agent.
         Reseller shall be liable for the acts and omissions of any such
         Sub-resellers. Should Reseller resell Products to any Sub-reseller, and
         Products are further resold, the final end-user may not receive Gateway
         warranty or technical support.

1.4      SALES OUTSIDE TERRITORY Reseller shall in no way market, distribute,
         export, sell, lease or install Gateway Products outside the Territory
         without Gateway's prior written approval. Gateway will not ship on any
         Purchase Orders ("P.O.s") issued by Reseller outside the Territory.

1.5      GATEWAY SALES ACTIVITIES Gateway reserves the right to make direct
         sales into the Territory, and Reseller shall not be entitled to any
         compensation on any such sales. Gateway may appoint additional
         Resellers in the Territory at any time.

SECTION II: OBLIGATIONS OF RESELLER

2.1      MARKETING AND PRODUCT SUPPORT. Reseller shall use reasonable efforts to
         market and sell Gateway Products in the Territory and shall comply with
         the policies, programs, and requirements regarding marketing and
         product support as may be communicated by Gateway to Reseller from time
         to time; provided, however, that in order to avoid conflict among
         Gateway's distribution channels, all such marketing and sales efforts
         require the prior written authorization from Gateway. Reseller shall
         not, without prior written authorization from Gateway, resell Gateway
         Products in a retail environment that includes any type of store, shop,
         or other similar physical premises into which customers or potential
         customers are invited for the purpose of purchasing or potentially
         purchasing any product from Reseller.

2.2      ADVERTISING Reseller shall adhere to the reseller advertising policies
         and programs as may be communicated by Gateway to Reseller from time to
         time.

2.3      CUSTOMER SUPPORT AND SERVICE RESELLER SHALL:

         A.       Supply Gateway with such data as Gateway requests regarding
                  Reseller's sales to customers for Gateway's own reporting
                  purposes;

         B.       Participate fully in Gateway campaigns to notify customers of
                  any retrofit or recall of Gateway Products;

         C.       Use only Gateway-approved spare parts for any repair,
                  servicing and maintenance of Gateway Products it provides
                  under warranty;


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         D.       Comply with laws and regulations applicable to "used" or
                  returned merchandise and never refurbish, place in inventory,
                  or resell as "new" any Gateway Products returned to Reseller
                  for post-sale repair; and

         E.       Instruct its customers on how to obtain replacement parts
                  under warranty, including, when Reseller wants its customers
                  to contact Gateway directly, the use of Gateway's Return
                  Merchandise Authorization ("RMA") procedures.

2.4      OBSERVANCE OF GATEWAY POLICIES. Gateway will keep Reseller informed of
         Gateway's customer support policies and procedures, and Reseller agrees
         to follow such policies and procedures to resolve any customer support
         issues.

2.5      MINIMUM ORDER COMMITMENT. Concurrent with execution of this Agreement,
         Reseller agrees to simultaneously purchase from Gateway the Products
         set forth on the attached Schedule D at the indicated prices for resale
         pursuant to the terms of this Agreement (the "Initial Purchase").

2.6      RESELLER'S WAREHOUSE. All Products shipped to Einstein shall be
         maintained in Einstein's warehouse facility in Sunrise, Florida and
         shall be insured against any damage or loss.. The Products purchased in
         the Initial Purchase shall be shipped to such warehouse.

2.7      SECURITY INTEREST. Reseller agrees that all Products sold to Reseller
         hereunder shall be secured by a security interest in such Products and
         any proceeds thereof and in any receivables related thereto including
         any customer loan paper until Gateway shall have been paid for such
         Products. Reseller agrees to execute financing agreements, UCCs, a
         security agreement, and such other documentation and take such other
         actions as Gateway may require to evidence and perfect such security
         interest.

2.8      EXCLUSIVE MARKETING ARRANGEMENT. During the term of this Agreement,
         Gateway will be the exclusive provider of personal computers ("PCs") to
         Reseller. Reseller will not sell, offer for sale or solicit sales for
         products of any personal computer ("PC") manufacturer other than
         Gateway. For the term of this Agreement, Gateway will be the sole
         supplier to Reseller for internal PC requirements provided that Gateway
         personal computers shall be compatible with Reseller's existing
         infrastructure, suitable for Reseller's internal needs, and
         competitively priced.

SECTION III: OBLIGATIONS OF GATEWAY

3.1      SUPPLY OF GATEWAY PRODUCTS. Gateway shall endeavor to manufacture,
         assemble and ship Gateway Products to Reseller in a timely manner.
         Should shortages occur, Gateway may allocate its production as it deems
         appropriate, may delay or stop shipments, and may send partial
         shipments with prior notice. Gateway shall not be liable to Reseller
         for any failure to supply quantities of Gateway Products agreed upon
         with Reseller.

3.2      MARKETING ASSISTANCE Gateway will provide marketing support services
         and training programs to Reseller on a case-by-case basis.

SECTION IV: ORDERING AND DELIVERY OF GATEWAY PRODUCTS

4.1      PURCHASING. This Agreement with its terms and conditions, and those
         provided under the Gateway Consumer Products Limited Warranty
         (available upon request) applies to all purchase orders and other
         documents of purchase ("Orders") which Reseller may place with Gateway
         for the Products during the term of this Agreement.

4.2      MEDIA FOR ORDERS. Reseller may order from Gateway by telephone,
         facsimile, mail or electronic mail. Gateway will also provide Reseller
         with the capacity to enter Orders directly into Gateway's system.
         Acceptance by Gateway of the Order shall occur (a) when the Order is
         entered into Gateway's system, (b) when an Order number is provided to
         Reseller by facsimile or electronic mail, if requested by Reseller, or
         (c) when assembly of the Products commences, whichever occurs first.


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4.3      ORDERS.

         A.       Reseller may deliver a P.O. to Gateway by facsimile or
                  electronic mail provided a signed original is delivered to
                  Gateway within seven (7) days of receipt of the P.O. by
                  Gateway. Gateway shall accept all POs by (a) facsimile or
                  electronic mail, with a signed original notice of
                  acknowledgment or (b) by commencement of performance by
                  Gateway.

         B.       Each P.O. shall be deemed an offer by Reseller to purchase the
                  Gateway Products listed therein and when accepted by Gateway
                  shall constitute a contract in accordance with the terms and
                  conditions of the P.O. and this Agreement. If a conflict
                  arises between the two, this Agreement shall take precedence.

         C.       P.O.s submitted by Reseller pursuant to this Agreement shall
                  include the quantity and type of Product(s) ordered, Product
                  descriptions, Product specifications, shipment and invoice
                  information and shipping instructions (if allowed by Gateway),
                  Reseller`s order number, and the Agreement number.

         D.       Gateway shall not be obligated to accept any order from
                  Reseller in an amount less than Seven Hundred Fifty United
                  States dollars (US $750).

         E.       Gateway will endeavor to fill all orders from Reseller insofar
                  as it is practicable and consistent with Gateway's production
                  schedules to do so, provided that in the event of its failure
                  to fill all or part of any order, Gateway shall not be to any
                  extent liable or responsible therefor.

4.4      CHANGES TO ORDERS.

         A.       No terms of any purchase orders (whether printed, stamped,
                  typed, written, or sent by any electronic means), except those
                  specifying the quantity and type of Product(s) ordered,
                  shipment and invoice information and shipping instructions (if
                  allowed by Gateway), shall be binding either on Gateway or
                  Reseller if they contravene any term or condition of this
                  Agreement, unless specifically accepted or approved in writing
                  and signed by an appropriate senior manager or executive of
                  Reseller and Gateway. A general or form acknowledgment of any
                  such order or any communication with respect to such an order,
                  or the making of deliveries with respect thereto, shall in no
                  case be construed as an acceptance or approval of the type
                  required by this paragraph.

         B.       Changes to orders will only be accepted prior to the order
                  entering Gateway's manufacturing queue. Reseller may initiate
                  such changes or additions to previously accepted Orders by
                  submitting a modification of the Order to Gateway with
                  appropriate reference to the original Order. Upon Gateway's
                  written acceptance of the modification or addition, Gateway
                  shall process the Order in accordance with the pricing terms
                  and conditions of this Agreement.

4.5      PRODUCTS.

         A.       As an accommodation to Reseller and without Reseller's prior
                  approval, Gateway may make Product substitutions when the
                  Products ordered are unavailable, provided that the
                  substituted Products are of equal or greater functionality
                  than those contained on the original Order and that Gateway
                  notifies Reseller of such substitution at the time of
                  delivery. Reseller may reject any such Product substitutions
                  within ten (10) days of delivery.

         B.       Gateway reserves the right to make changes and modifications
                  in specifications, construction, or design of the Products, or
                  any of them, at any time, and any Products so modified shall
                  be accepted by Reseller as standard construction in
                  fulfillment of existing orders. Gateway shall not be required
                  to retrofit any Product previously delivered to Reseller with
                  any modifications.

         C.       Gateway reserves the right to discontinue any Products at any
                  time without notice to Reseller.

4.6      SHIPPING. Reseller is responsible for payment of all shipping and
         handling fees for delivery of Products. All deliveries of Products are
         FOB Gateway manufacturing facilities unless Gateway expressly states
         otherwise in its acceptance of the purchase order. Title and risk of
         loss shall pass from Gateway to Reseller or Reseller customer at the
         point of delivery.


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SECTION V: PRICES AND PAYMENTS

5.1      RESELLER'S PURCHASE PRICE. Prices for Gateway Products purchased
         hereunder shall be agreed to from time to time . Such prices do not
         include any taxes, fees, duties, shipping costs, insurance or other
         levies. Any such items (except taxes on Gateway's income) will be added
         to the purchase price. Reseller shall pay all taxes and government
         imposts arising from Reseller's activities as a Gateway Reseller.

5.2      PRICE CHANGES. Gateway may at any time change Gateway Product pricing
         or the Reseller's purchase price without notice or liability, but any
         P.O accepted by Gateway before a price change takes effect shall be
         invoiced at the previous price.

5.3      INVOICE AND PAYMENT TERMS. The Initial Purchase will be invoiced as of
         the order shipment date and shall be paid for on the sooner of (i) 24
         hours from the date of shipment by Einstein from a bonded warehouse to
         a Einstein client or (ii) net 60 day terms whichever comes first. For
         subsequent purchases of Products, Gateway will invoice Reseller as of
         order shipment date, and may require a security deposit before
         accepting any order. Reseller shall pay for Gateway Products in U.S.
         Dollars upon shipment to Reseller customer.

SECTION VI: RETURNED MERCHANDISE

Gateway will accept returns for defective Products in accordance with the
applicable Gateway Consumer Limited Warranties which are available upon request
or at www.gateway.com.

SECTION VII: TRADEMARKS, TRADE NAMES

Reseller acknowledges that Gateway and/or its parent or affiliates are the sole
and exclusive owners of the name "Gateway" and any abbreviations or variations
thereof, and of any and all of Gateway's trademarks and trade names, service
marks, trade logos and trade dress (collectively "Trademarks") as Gateway may
unilaterally amend periodically (registered or not). Reseller agrees not to
register or use any mark(s) that are similar enough to be construed as Gateway
Trademarks. Reseller acquires no rights to the Trademarks, and Reseller hereby
assigns and transfers to Gateway all rights that it may acquire in and to the
Trademarks, whether by operation of law or otherwise. Any approval for
Reseller's use of any Gateway Trademark shall be made pursuant to a Gateway
Trademark License Agreement executed separately by and between the Parties
hereto.

SECTION VIII: SOFTWARE

8.1      SOFTWARE AS COMPONENT Gateway Products include as components certain
         software programs (collectively "Programs") proprietary to Gateway or
         licensed by it from third-party vendors, which may be periodically
         updated and substituted. Gateway has all rights necessary for it to
         market and distribute the Programs as Gateway Product components, as
         well as the right and authority to conclude this Agreement and to grant
         rights hereunder regarding the Programs. Title to the Programs remains
         with Gateway and/or their licensors, and Reseller has no rights to
         transfer them except as stated below.

8.2      DISTRIBUTION RIGHTS Subject to the use license in Section 8.3 below,
         Gateway grants to Reseller during the Term a non-exclusive,
         non-transferable right to transfer to end users within the Territory
         the copies of the Programs it obtains under this Agreement only as
         components of Gateway Products, subject to the following terms & conditions:

         A.       Reseller shall sell or lease Gateway Products with the Program
                  packages as integral parts, and shall abide by all terms and
                  conditions imposed by the Programs' licensors. It shall not
                  open the Program packages or end user license packets or
                  separate such Program packages (including documentation and
                  end user licenses) from the Gateway Products. Reseller shall
                  not copy or reproduce any Program (except as stated herein or
                  in any Program's pre-packaged license agreement), or modify,
                  reverse engineer, disassemble, or de-compile any Program in
                  any way.

         B.       Reseller shall promptly notify Gateway of any unauthorized use
                  or copying of any Program, and will take at Reseller's expense
                  (but at Gateway's option and under Gateway's control and
                  direction) legal action to prevent or stop any unauthorized
                  use or copying of the Programs by anyone that has obtained the
                  Programs due, in substantial part, to Reseller's fault.


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         C.       Termination of this Agreement will automatically and
                  immediately terminate Reseller's rights under this Section.

8.3      USE LICENSE Reseller shall pass on to end users of each Gateway Product
         a license to use the Programs in the form of a "break-the-seal" end
         user license agreement contained in the Programs' packages.

8.4      COMPLIANCE WITH IMPORT REGULATIONS Reseller shall comply with all
         United States export control regulations, licensing or other
         requirements applicable to the Programs.

8.5      DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY EXCEPT FOR THE
         EXPRESS WARRANTIES STATED IN THIS AGREEMENT OR IN ANY PRE-PACKAGED
         LICENSE AGREEMENT FOR A GATEWAY PRODUCT COMPONENT, GATEWAY (ON BEHALF
         OF ITSELF AND ITS LICENSORS) DISCLAIMS ALL OTHER REPRESENTATIONS AND
         WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROGRAMS, INCLUDING ALL
         IMPLIED CONDITIONS OR WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY
         AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO DEFECTS IN
         DISKETTES, COMPACT DISKS OR OTHER PHYSICAL MEDIA AND DOCUMENTATION,
         OPERATION OF THE PROGRAMS AND ANY APPLICATION OR USE OF THE PROGRAMS.
         IN NO WAY SHALL GATEWAY (OR ITS LICENSORS) BE LIABLE FOR ANY LOSS OF
         PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO
         SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES.

SECTION IX: TERM

This Agreement's term ("Term") shall begin on the Effective Date and continue
for six (6) months, and shall be automatically renewed for five additional six
(6) month terms up to a maximum term of three (3) years, provided that either
party hereto may terminate this Agreement at any time with thirty (30) days'
advance written notice, and further provided that this Agreement shall terminate
automatically if Reseller makes no purchases from Gateway hereunder for a period
of sixty (60) calendar days, such termination to be effective as of the next
calendar day after such period elapses.

SECTION X: TERMINATION

10.1     TERMINATION WITHOUT CAUSE Either party can terminate this Agreement
         without cause by giving thirty (30) days' written notice to the other.

10.2     TERMINATION FOR CAUSE This Agreement may be terminated for cause upon
         written notice:

         A.       By either party upon thirty (30) days' written notice if the
                  other commits a material breach of the Agreement and fails to
                  cure it within the thirty (30) days;

         B.       By Gateway immediately if Reseller files for or has instituted
                  against it any proceedings as to its bankruptcy, insolvency,
                  reorganization, liquidation, receivership, or dissolution or
                  there is an assignment for the benefit of creditors;

         C.       By Gateway upon thirty (30) days' written notice (i) if
                  Reseller becomes ineligible to receive approval for any
                  license or export documents necessary to buy or resell Gateway
                  Products; (ii) if Reseller tries to register this Agreement
                  with any government conferring any exclusivity upon Reseller;
                  (iii) if Reseller assigns this Agreement without Gateway's
                  prior written consent; (iv) upon substantial change in
                  Reseller's ownership; or (v) if any change or enactment of law
                  or regulation after the date of this Agreement interferes, in
                  Gateway's opinion, with the parties' rights or obligations
                  stated herein.

10.3     EFFECT OF TERMINATION

         A.       Upon termination of this Agreement, Gateway may terminate any
                  or all unfilled orders.


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         B.       Upon termination, Reseller shall immediately stop all
                  marketing, promotion, advertising or reference to Gateway
                  Products and shall have no further rights to use Gateway's
                  marketing, promotion or advertising materials or other
                  resources.

         C.       Termination will discharge and release Gateway from all
                  obligations and liability under this Agreement, except as it
                  expressly accepts for unfulfilled orders. The sole fact of
                  this Agreement's termination shall not make either party
                  liable to the other for any compensation, reimbursement,
                  losses or damages whatsoever, though Reseller shall remain
                  obligated to pay all outstanding balances on its Gateway
                  Product purchases.

SECTION XI: CONFIDENTIALITY

11.1     CONFIDENTIAL INFORMATION Prior to and during the Term hereof, Gateway
         may convey to Reseller proprietary and confidential information about
         Gateway Products, services, strategy and analysis. For the Term of this
         Agreement (including renewals) and for three (3) years thereafter,
         Reseller shall not disclose to any third party any such information
         marked CONFIDENTIAL, PROPRIETARY, STRICTLY PRIVATE, or INTERNAL DATA,
         or which, though not so marked, could reasonably be construed as
         confidential or sensitive, such as the terms of this Agreement (all
         collectively "Confidential Information"), nor shall it use any such
         Confidential Information for its own benefit, except as provided
         herein. Any reliance on such Confidential Information is at Reseller's
         own risk. Nothing in this Section grants or implies any rights by
         license, estoppel, or otherwise. Confidential Information does not
         include information (i) in the public domain at the time of disclosure
         or which enters the public domain after such disclosure through no
         fault of Reseller, (ii) generally disclosed to third parties by Gateway
         without restriction, (iii) communicated to Reseller by a third party
         with the unrestricted right to do so, or (iv) approved for release by
         Gateway in writing.

11.2     PRESENTATIONS AND PLANNING Gateway's oral and visual presentations
         describing Gateway Products and plans, business and product plans, and
         any inspections thereof by Reseller or its personnel shall all be
         deemed Confidential Information under this Agreement whether so marked
         or not.

SECTION XII: EXPORT CONTROLS

12.1     COMPLIANCE WITH LAWS Reseller shall comply with all United States
         export laws and regulations applicable to Gateway Products, and shall
         obtain any licenses required for export.

12.2     PRODUCTS OF U.S. ORIGIN TECHNOLOGY Reseller may sell Gateway Products
         only to end-users within the Territory, and shall not export any
         Gateway Products, including Programs, or any direct products thereof
         without Gateway's advance written approval and, if required, U.S.
         Government permission. This requirement shall survive termination or
         expiration of this Agreement. Reseller shall not do business with any
         person or firm identified by the U.S. government as being denied the
         right to receive any U.S. product.

SECTION XIII: LIMITATION OF LIABILITY AND REMEDIES; INDEMNITY

13.1     LIMITATION OF LIABILITY; SOLE REMEDY Any liability of Gateway under
         this Agreement is expressly limited to the price paid by Reseller for
         the Gateway Products involved. Reseller's sole remedy against Gateway
         in any dispute concerning this Agreement shall be to seek recovery of
         that amount, upon payment of which Gateway shall be released from all
         further obligations and liability to Reseller.

13.2     INDEMNITY

         A.       Except as otherwise stated herein, Reseller shall indemnify
                  and hold harmless Gateway against any and all claims, legal
                  actions, losses, damages, liabilities, costs and expenses
                  asserted against, imposed upon or incurred by Gateway arising
                  out of or relating to (i) any misrepresentation or breach of
                  warranty or covenant by Reseller under this Agreement; (ii)
                  any actual or alleged act or omission of Reseller in the
                  course of its performance hereunder; (iii) death or injury to
                  any person or damage to any property resulting from any
                  product or part (a) not supplied by Gateway, (b) supplied by
                  Gateway but changed, modified, adapted or refitted without
                  Gateway's written authorization, (c) not in Gateway's standard
                  inventory but purchased by Gateway at Reseller's direction, or
                  (d) manufactured to Reseller's design, as well as any claim of
                  infringement arising from the use of any Product with any
                  other product as a combination not furnished by Gateway.


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         B.       Gateway warrants and represents that the Products shall be
                  delivered with good title free of any rightful third party
                  claim of infringement of any patent, copyright, trademark,
                  trade secret or other intellectual property right recognized
                  or registered within the United States and its possessions.
                  Gateway shall defend Reseller from all claims, suits, damages,
                  costs, expenses or liabilities actually incurred by Reseller
                  as a result of any such claim. If a Product or part thereof is
                  held to constitute an infringement and its intended use is
                  enjoined, Gateway shall at its option procure for Reseller the
                  right to continue using the Product or part, replace it with a
                  non-infringing Product or part,modify it to become
                  non-infringing, or remove it and refund its purchase price
                  (less depreciation and amortization). This Section does not
                  apply to (a) any product or part not supplied by Gateway; (b)
                  any Product or part supplied by Gateway which is changed,
                  modified, adapted or refitted without Gateway's express
                  written approval; (c) any Product or part not in Gateway's
                  standard inventory but purchased by it at Reseller's
                  direction; (d) any Product or part manufactured to Reseller's
                  design or (e) any claim of infringement arising from the use
                  of any Product in combination with any other product not
                  furnished by Gateway. THIS INDEMNITY IS GATEWAY'S SOLE
                  LIABILITY AND RESELLER'S SOLE REMEDY FOR INFRINGEMENT OF ANY
                  PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER
                  INTELLECTUAL PROPERTY RIGHT.

         C.       Gateway shall defend Reseller from any and all claims, suits,
                  damages, costs, expenses or liabilities, including, without
                  limitation, reasonable fees and expenses of attorneys and
                  other professionals, actually incurred by Reseller arising out
                  of the death or injury to any person or damage to tangible
                  property which results from Gateway's negligence.

SECTION XIV: WARRANTIES AND REPRESENTATIONS

The Products are covered by the limited warranties in effect at the time the
Products are delivered, on standard terms and conditions supplied with each
product shipped and which are incorporated herein by this reference. Should
Reseller resell Products to any entity other than an end-user, and Products are
further resold, the final end-user may not receive any Gateway warranty or
technical support.

SECTION XV: BUSINESS STANDARDS; PRODUCT SERVICE PROVISION

15.1     CONFLICTS OF INTEREST. Reseller confirms that it has revealed all
         information pertaining to possible conflicts of interest created by
         sale of competing products or services or arising from other positions
         or contracts held by Reseller and represents that no conflict of
         interest exists. Reseller shall disclose to Gateway any future
         circumstances which could create possible conflicts of interest as soon
         as they become known by Reseller. Without limiting the generality of
         the foregoing, Reseller shall inform Gateway of any business
         relationship, circumstance, or situation which could prejudice in any
         way the conduct of Gateway marketing activities according to the
         highest ethical and business standards or place Reseller or Gateway in
         any kind of disreputable or embarrassing situation.

15.2     ETHICAL STANDARDS. Directors, officers, or employees of Reseller shall
         not, directly or indirectly, offer, promise or pay any bribes or other
         improper payments for the purposes of promoting Gateway Product sales
         to any individual, corporation, government official or agency, or other
         entity. No gift, benefit or contribution in any way related to Gateway
         or the sale of Gateway Products shall be made to political or public
         officials or candidates for public office or to political
         organizations, regardless of whether such contributions are permitted
         by local laws. Reseller shall generally abide by all Gateway policies
         and standards regarding conflicts of interest and ethics as may be
         adopted by Gateway or otherwise communicated to Reseller from time to
         time, such policies and standards being incorporated herein by this
         reference.

15.3     AUTHORIZED SERVICE PROVIDER PROGRAM. In the event Reseller is approved
         by Gateway as an Authorized Service Provider for Gateway Products,
         Reseller shall at all times during the period of such designation
         adhere to the standard terms, conditions, rules and policies of the
         Gateway Authorized Service Provider Program as may be issued by Gateway
         from time to time, and shall be solely responsible for all its acts and
         omissions in the course of acting as an Authorized Service Provider for
         Gateway Products.


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SECTION XVI: FORCE MAJEURE

Gateway shall not be liable for any failure to perform due to causes beyond its
control, including but not limited to fire, flood, earthquake, explosion,
accident, acts of public enemy, war, rebellion, insurrection, sabotage,
epidemic, quarantine, labor disputes or shortages, transportation embargoes,
failures or delays, inability to secure raw materials or machinery, acts of God
or government (including denials of or onerous restrictions on export licenses),
any such event of force majeure affecting Gateway's third-party suppliers, or
judicial action. Similar causes shall excuse Reseller for failure to take
Gateway Products ordered by Reseller other than those already in transit or
specially fabricated or not readily saleable to other buyers.

SECTION XVII: GENERAL PROVISIONS

17.1     PARTIES' RELATIONSHIP Gateway's and Reseller's relationship is solely
         that of independent seller and buyer with the right to resell. Reseller
         is authorized to resell Gateway Products (and, if applicable, to act as
         an Authorized Service Provider) in its own name but not to receive any
         commissions from Gateway. Reseller has no express or implied authority
         to assume or create any obligation on Gateway's behalf, and shall
         disclaim any such authority whenever necessary to avoid confusion. In
         no case shall Reseller or any of its sub-resellers, if any, be deemed
         Gateway's agents or representatives, nor shall Reseller or any of its
         Sub-resellers, if any, have the right to conclude any contract or
         commitment in Gateway's name, or to make any representation, guarantee
         or warranty on behalf of Gateway or any of its licensors to any third
         party, including end-users.

17.2     GOVERNING LAW; VENUE This Agreement and any controversy arising out of
         or in relation to it shall be governed by the law of the State of South
         Dakota (conflicts of laws provisions excepted), and, subject to Section
         17.6 below, the parties hereby submit to the jurisdiction of the state
         and federal courts of the State of South Dakota, which shall have
         exclusive jurisdiction over all controversies in connection herewith.
         Reseller hereby waives any right to assert any rights or defenses
         within any other jurisdiction or to require that litigation regarding
         this Agreement take place elsewhere.

17.3     SEVERABILITY If any provision of this Agreement shall be declared void,
         invalid, or illegal, the validity or legality of all other provisions
         of the Agreement shall not be affected thereby.

17.4     NOTICES. Except as otherwise provided in this Agreement, all notices,
         demands and other communications hereunder shall be in writing and
         shall be delivered personally or sent by facsimile, other electronic
         means or nationally recognized overnight courier service addressed to
         the party to whom such notice or other communication is to be given or
         made at such party's address as set forth below, or to such other
         address as such party may designate in writing to the other party from
         time to time in accordance with the provisions hereof, and shall be
         deemed given when personally delivered, when sent electronically or one
         (1) business day after being sent by overnight courier.

         To Reseller:      Einstein, Inc.
                           1601 N. Harrison Parkway
                           Suite 200, Bldg. A
                           Sunrise, FL  33323
                           Attention:  Michael Samach, CFO
                           Facsimile: 954.267.0401

         To Gateway:       Gateway, Inc.
                           4545 Towne Centre Court
                           San Diego, CA 92121
                           Attention:  Cliff Holtz, Senior Vice President
                           Facsimile:  858.799.3413

         with copies to:   Gateway Companies, Inc.
                           4545 Towne Centre Court
                           San Diego, CA 92121
                           Attention:  William M. Elliott, General Counsel
                           Facsimile:   858.799.3413


                                      -9-

         EITHER PARTY MAY CHANGE THE ADDRESS TO WHICH NOTICE MUST BE SENT BY
         GIVING WRITTEN NOTICE OF SUCH CHANGE TO THE OTHER PARTY IN THE MANNER
         PROVIDED HEREIN.

17.5     ASSIGNABILITY Reseller shall not assign or transfer this Agreement
         without Gateway's prior written consent, upon which this Agreement
         shall bind and inure to the benefit of the assigns. Gateway may assign
         this Agreement to its affiliate upon written notice to Reseller.

17.6     DISPUTE RESOLUTION All material disputes between the parties arising
         from this Agreement shall be resolved by the following procedures.

         (a)      A letter shall be sent from the party raising the dispute to
                  the other party in accordance with the notice provisions of
                  Section 17.4, identifying with particularity the nature of the
                  dispute, the proposed resolution of the dispute ("Proposed
                  Resolution"), and the executives from the party raising the
                  dispute who are authorized to resolve the dispute ("Demand
                  Letter"). The Demand Letter shall include the facts supporting
                  such party's position on the dispute and include copies of any
                  written materials.

         (b)      The party receiving the Demand Letter shall have ten (10)
                  Business Days to send a written response ("Response Letter"),
                  which shall be sent in accordance with Section 17.4. The
                  Response Letter must accept the Proposed Resolution in the
                  Demand Letter or offer some other resolution.

                  (i)      If the Response Letter accepts the proposed
                           resolution in the Demand Letter or no Response Letter
                           has been received within ten (10) Business Days, then
                           the Proposed Resolution shall be promptly implemented
                           by the parties and shall, where applicable, be
                           considered an amendment of this Agreement.

                  (ii)     If the Response Letter offers some other resolution,
                           it shall include all facts supporting the responding
                           party's position on the dispute, include copies of
                           any written materials, and identify the executives of
                           the responding party who are authorized to resolve
                           the dispute. The executives identified in the Demand
                           Letter and Response Letter shall meet one or more
                           times and exchange such additional written materials
                           and proposals as needed to reach a resolution of the
                           matter or for one of them to declare an impasse.

         (c)      The party declaring an impasse shall obtain a list of five
                  mediators from the Judicial Arbitration and Mediation Service
                  ("JAMS") acceptable to that party and send such list to the
                  other party. Within three (3) Business Days, the other party
                  shall select one of the five mediators. If the other party
                  fails to select an arbitrator within three (3) Business Days,
                  then the party declaring the impasse shall ask JAMS to select
                  a mediator. The Mediation shall be held in South Dakota.

         (d)      The mediator shall immediately arrange a conference call with
                  the mediator and the executives identified in the Demand
                  Letter and Response Letter. In the initial conference, the
                  mediator shall set a place and a time where the executives and
                  mediator will resolve the dispute ("Mediation"). The Mediation
                  must take place within five (5) Business Days of the initial
                  conference call. The parties shall each pay one half of the
                  costs of the mediator unless directed otherwise by the
                  mediator.

         (e)      At least 48 hours prior to the Mediation, each party shall
                  submit to the mediator the Demand Letter and Response Letter,
                  any additional written materials exchanged prior to the
                  declaration of an impasse, and the party's final proposal to
                  resolve the dispute ("Final Proposal"). No other written
                  materials may be submitted to the mediator or used in the
                  Mediation.

         (f)      The Mediation shall be attended only by the mediator and the
                  executives identified in the Demand Letter and Response
                  Letter. The Mediation shall take no more than one day. Each
                  side shall have counsel available by telephone to draft any
                  documents necessary to implement any resolution of the
                  Mediation. If at the end of the Mediation the parties have not
                  reached a mutual resolution, the mediator shall within 24
                  hours adopt one of the party's Final Proposals or set forth in
                  writing a resolution of the matter that is between the
                  parties' Final Proposals ("Mediator's Resolution").


                                      -10-

         (g)      The Mediator's Resolution shall be immediately implemented by
                  the parties. The Mediator's Resolution shall be binding upon
                  the parties and not subject to any further review except in
                  the following limited circumstances:

                  (i)      The Mediator's Resolution requires either party to
                           pay the other or incur expenses in excess of
                           $100,000.

                  (ii)     The difference between the aggregate amount demanded
                           in a party's Final Proposal exceeds $250,000.

                  (iii)    The Mediator's Resolution is less favorable to a
                           party than the other party's Final Proposal.

         (h)      Any party dissatisfied with the Mediator's Resolution meeting
                  the criteria in Section 17.6 above must initiate a proceeding
                  within sixty (60) days of receipt of the Mediator's Resolution
                  ("Proceeding"). The Proceeding shall make a de novo review of
                  the parties' dispute, except the Mediator's Resolution shall
                  be admissible. The parties shall each pay one half of the
                  costs of the retired judge unless directed otherwise by the
                  retired judge.

17.7     NO WAIVER Any failure of either party to enforce at any time, or for
         any period of time, any provision of this Agreement, shall not
         constitute a waiver of such provision or in any way affect the validity
         of this Agreement.

17.8     COMPLETE AGREEMENT This Agreement with its Exhibits contains the
         parties' entire Agreement and supersedes all previous communications,
         representations or agreements, oral or written, regarding its subject
         matter. No addition to or modification hereof shall bind either party
         unless reduced to writing and duly executed by the parties as this
         Agreement was, subject, however, to revisions of Exhibits A, B and C,
         which Gateway may revise at any time pursuant to Section 17.9.

17.9     EXHIBITS All Exhibits attached hereto are incorporated herein by this
         reference, and Gateway has the right to amend in writing any of those
         Exhibits in its sole discretion.

IN WITNESS WHEREOF, this Agreement has been executed by the parties' authorized
representatives on the date first written above.

EINSTEIN COMPUTER CORPORATION               GATEWAY COMPANIES, INC.
Reseller

By: /s/ MICHAEL SAMACH                      By: /s/ JOHN J. TODD
    --------------------------                  --------------------------------
Name:   Michael Samach                      Name:   John J. Todd

Title:  Chief Financial Officer             Title:  Senior Vice President,
                                                    Chief Financial Officer



                                      -11-

                                    EXHIBIT A

                        GATEWAY'S RESELLER TERRITORY LIST


Reseller's Territory/ies shall be defined as the United States. Prior to any
termination of this agreement, Gateway will send written notice to the Reseller.



                                      -12-

                                    EXHIBIT B

                         GATEWAY'S RESELLER PRODUCT LIST


Gateway's Price List applies to all system purchases, and will be updated from
time to time by Gateway. Products and prices are:



                                      -13-

                                    EXHIBIT C

GATEWAY PURCHASE ORDER FORM Reseller's standard purchase order will be
sufficient to constitute an order, but no terms and conditions stated on
Reseller's purchase order will have any effect on the terms of this Agreement
and are superseded in their entirety by this Agreement.

A sample purchase order is included for Reseller's use.


[GRAPHIC OMITTED]



                                      -14-

                                    EXHIBIT D

                          INITIAL PURCHASE PRODUCT LIST


The Products and prices for Products purchased by Reseller in the Initial
Purchase are: