The geographic scope of this contract isthe 48 contiguous States, the District of Columbia, Alaska, Hawaii and the Commonwealth of Puerto Rico.

Midwest Micro Corp., d.b.a.: Midwest Micro
6990 US Route 36 East
Fletcher, OH 45326

Government Commercial Credit Cards will be acceptable for payment. In addition, bank account information for wire transfer payments will be shown on the invoice.

Below are the telephone number(s) that can be used by ordering agencies to obtain technical and/or ordering assistance.

Midwest Micro Corp. shall not be liable for any injury to Government personnel or damage to Government Property arising from the use of equipment maintained by Midwest Micro Corp., unless such injury or damage is due to the fault or negligence of Midwest Micro Corp.

Block 9: G. Order/Modification Under Federal Schedule
Block 16: Contractor Establishment Code (DUNS): 1O-162-1O84
Block 30: B Type of Contractor — Large Business
Block 31: Woman-Owned Small Business- NO
Block 36: Contractor's Taxpayer Identification Number (TIN) 31-1564009

(a) TIME OF DELIVERY. The contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below. Offerors shall insert in the "time of Delivery (days ARO)" column in the Schedule of Items a definite number of calendar days within which delivery will be made. In no case shall the offered delivery time exceed the contractor's normal commercial practice.

(b) EXPEDITED DELIVERY TIMES. For those items that can be delivered quicker than the delivery times in paragraph (a), above, the offeror is requested to insert below, a time (hours/days ARO) that delivery can be made when expedited delivery is requested.

(c) OVERNIGHT AND 2-DAY DELIVERY TIMES. Schedule customers may require overnight or 2-day delivery. Midwest Micro Corp., d.b.a.: Midwest Micro will provide overnight delivery or 2-day delivery on hardware products at the prevailing overnight or 2-day delivery rate. The dollar amount of the overnight or 2 day shipment will be added to the Government invoice. Also subject to availability.

(d) URGENT REQUIREMENTS
When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering agency, agencies are encouraged, if time permits, to contact the contractor for the purpose of obtaining accelerated delivery. The contractor shall reply to the inquiry within 3 workdays after receipt. The contractor in writing shall confirm (telephonic replies.) If the contractor offers an accelerated delivery time acceptable to the ordering agency, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

1. Prompt Payment: 0%
2. Quantity: None
3. Dollar Volume: May apply if order exceeds Maximum Order Limitations reference page 6. 11b (a).
4. Government Educational Institutions: None
5. Discount for use of Government Commercial Credit Card: 0
6. Other: As shown on product price pages. GSA prices shown are NET, discounts deducted.

All items are U.S. made end products, designated county end products, and Caribbean Basin county end Products, Canadian end products, or Mexican end products as defined in The Trade Agreements Act of 1979, as amended.

Available outside the scope of this contract.

1. Special Item 132-3 - Leasing
   The maximum dollar value per purchase order/price for all leased products will be $500,000.
2. Special Item 132-8 - Purchase of Hardware
   The maximum dollar value per order will be $500,000 for all hardware products.
3. Special Item 132-12 - Repair Parts/Spare parts
   The maximum dollar value per order will be $10,000
4. Special Item 132-32 �Term Software Licenses
   The maximum dollar value per order will be $50,000 or $500,000 for all term software licenses
5. Special Item 132-33- Perpetual Software Licenses
   The maximum dollar value per order will be $50,000 or $500,000 for all perpetual software licenses.
6. Special Item 132-50 � Training Courses
   The maximum dollar value per order will be $25,000 for all training courses.
7. Special Item 132-51 � Information Technology (IT) Professional Services
   The maximum dollar value per order will be $500,000 for all IT Professional Services.
8. Special item 132-52- Electronic Commerce (EC) Services
   The maximum dollar value per order will be $500,000 for all EC Services.

   Note: Maximum Order does not apply to Special Item Numbers 132-12 Maintenance and Repair Service (except for Repair Parts/Spare Parts) or 132-34 Maintenance of Software.

11b.  Orders That Exceed the Maximum Order (I-FSS-125)(AUG 1995):

(a) In accordance with FAR 8.404 there may be circumstances where an ordering activity finds it advantageous to request a price reduction such as where a quantity of an individual order clearly indicates the potential for obtaining a reduced price.

To assist the customer agencies to determine when they should seek a price decrease a level called a maximum order has been established under the contract. When an agency order exceeds this amount it is recommended that the ordering activity contact the contractor for a reduced price.

(c) A delivery order for quantities that exceed the maximum order may be placed with the contractor selected in accordance with Far 8.404. The order will be placed under the current contract

(d) Sales for orders that exceeds the Maximum Order shall be reported in accordance with GSAR 552.238-72

12.  USE OF FEDERAL SUPPLY SERVICE INFORMLTION TECHNOLGY SCHEDULE CONTRACTS. In accordance with FAR 8.404:

[NOTE: Special ordering procedures have been established for Special Item Numbers (SINs) 132-51 IT Professional Services and 132-52 EC Services; refer to the terms and conditions for those SINs]

Orders placed pursuant to a Multiple Award Schedule (MAS), using the procedures in FAR 8.404, are considered to be issued pursuant to full and open competition. Therefore, when placing orders under Federal Supply Schedules, ordering offices need not seek further competition, synopsize the requirement, make a separate determination of fair and reasonable pricing, or consider small business set-asides in accordance with subpart 19.5. GSA has already determined the prices of items under schedule contracts to be fair and reasonable. By placing an order against a schedule using the procedures outlined below, the ordering office has concluded that the order represents the best value and results in the lowest overall cost alternative (considering price, special features, administrative costs, etc.) to meet the Government' 5 needs.

(a) Orders placed at or below the micro-purchase threshold.
Ordering offices can place orders at or below the micro-purchase threshold with any Federal Supply Schedule Contractor.

(b) Orders exceeding the micro-purchase threshold but not exceeding the maximum order threshold. Orders should be placed with the Schedule Contractor that can provide the supply or service that represents the best value. Before placing an order, ordering offices should consider reasonably available information about the supply or service offered under MAS contracts by using the "GSA Advantage!" on-line shopping service, or by reviewing the catalogs/pricelist of at least three Schedule Contractors and selecting the delivery and other options available under the schedule that meets the agency's needs. In selecting the supply or service representing the best value, the ordering office may consider--

1. Special features of the supply or service that are required in effective program performance and that are not provided by a comparable supply or service;
2. Trade-in considerations;
3. Probable life of the item selected as compared with that of a comparable item;
4. Warranty considerations;
5. Maintenance availability;
6. Past performance; and
7. Environmental and energy efficiency considerations.

(c) Orders exceeding the maximum order threshold. Each schedule contract has an established maximum order threshold. This threshold represents the point where it is advantageous for the ordering office to seek a price reduction. In addition to following the procedures in paragraph b, above, and before placing an order that exceeds the maximum order threshold, ordering offices shall--

1. Review additional Schedule Contractors' catalogs/pricelist or use the "GSA Advantage!" on-line shopping service;
2. Based upon the initial evaluation, generally seek price reductions from the Schedule Contractor(s) appearing to provide the best value (considering price and other factors); and
3. After price reductions have been sought, place the order with the Schedule Contractor that provides the best value and results in the lowest overall cost alternative. If further price reductions are not offered, an order may still be placed, if the ordering office determines that it is appropriate.

NOTE: For orders exceeding the maximum order threshold, the Contractor may:

1. Offer a new lower price for this requirement (the Price Reductions clause is not applicable to orders placed over the maximum order in FAR 52.216-19 Order Limitations);
2. Offer the lowest price available under the contract; or
3. Decline the order (orders must be returned in accordance with FAR 52.216-19).

(d) Blanket purchase agreements (BPA's). The establishment of Federal Supply Schedule BPA's is permitted when following the ordering procedures in FAR 8.404. All schedule contracts contain BPA provisions. Ordering offices may use BPA's to establish accounts with Contractors to fill recurring requirements. BPA's should address the frequency of ordering and invoicing, discounts, and delivery locations and times.

(e) Price reductions. In addition to the circumstances outlined in paragraph c, above, there may be instances when ordering offices will find it advantageous to request a price reduction. For example, when the ordering office finds a schedule supply or service elsewhere at a lower price or when a BPA is being established to fill recurring requirements, requesting a price reduction could be advantageous. The potential volume of orders under these agreements, regardless of the size of the individual order, may offer the ordering office the opportunity to secure greater discounts. Schedule Contractors are not required to pass on to all schedule users a price reduction extended only to an individual agency for a specific order.

(f) Small business. For orders exceeding the micro-purchase threshold, ordering offices should give preference to the items of small business concerns when two or more items at the same delivered price will satisfy the requirement.

(g) Documentation. Orders should be documented, at a minimum, by identifying the Contractor the item was purchased from, the item purchased, and the amount paid. If an agency requirement in excess of the micro-purchase threshold is defined so as to require a particular brand name, product, or feature of a product peculiar to one manufacturer, thereby precluding consideration of a product manufactured by another company, the ordering office shall include an explanation in the file as to the particular brand name, product, or feature is essential to satisfy the agency's needs.

13.  FEDERAL INFORMATION TECHNOLOGY/TELECOMMUMCATION STANDARDS REQUIREMENTS:

Federal departments and agencies acquiring products from this Schedule must comply with the provisions of Federal Standards Program, as appropriate (reference: NIST Federal Standards Index). Inquiries to determine whether or not specific products listed herein comply with Federal Information Processing Standards (FIPS) or Federal Telecommunication Standards (FED-STDS), which are cited by ordering offices, shall be responded to promptly by the Contractor.

13.1  FEDERAL INFORMATION PROCESSING STANDARDS PUBLICATIONS (FIPS PUBS):

Information Technology products under this Schedule that do not conform to Federal Information Processing Standards (FIPS) should not be acquired unless a waiver has been granted in accordance with the applicab1e "FIPS Publication. " The US Department of Commerce, National Institute of Standards and Technology, pursuant to National Security Act issue Federal Information Processing Standards Publications (FIPS PUBS). Information concerning their availability and applicability should be obtained from the National Technical Information Service (NTIS), 5285 Port Royal Road, Springfield, Virginia 22161. FIPS PUBS include voluntary standards when these are adopted for Federal use. Individual orders for FIPS PUBS should be referred to the NTIS Sales Office, and orders for subscription service should be referred to the NTIS Subscription Officer, both at the above address, or telephone number (703) 487-4650.

13.2  FEDERAL TELECOMMUNICATION STANDARDS (FED-STDS):

Telecommunication products under this Schedule that do not conform to Federal Telecommunication Standards (FED-STDS) should not be acquired unless a waiver has been granted in accordance with the applicable "FED-STD." The U.S. Department of Commerce, National Institute of Standards and Technology (NIST) issue Federal Telecommunication Standards, pursuant to National Security Act. Ordering information and information concerning the availability of FED-STDS should be obtained from the GSA, Federal Supply Service, Specification Section, 470 East L'Enfant Plaza, Suite 8100 SW, Washington, DC 20407, telephone number (202) 619-8925. Please include a self-addressed mailing label when requesting information by mail. Information concerning their applicability can be obtained by writing or calling the U.S. Dept of Commerce, National Institute of Standards and Technology, Gaithersburg, MD 20899, telephone number (301) 975-2833.

14.  SECURITY REQUIREMENTS.

In the event security requirements are necessary, the ordering activities may incorporate, in their delivery order(s), a security clause in accordance with current laws, regulations, and individual agency policy; however, the burden of administering the security requirements shall be with the ordering agency. If any costs are incurred as a result of the inclusion of security requirements, such costs will not exceed ten percent (10%) or $100,000, of the total dollar value of the order, whichever is lessor.

15.  CONTRACT ADMINISTRATION FOR ORDERING OFFICES:

Any ordering office, with respect to any one or more delivery orders placed by it under this contract, may exercise the same rights of termination as might the GSA Contracting Officer under provisions of FAR 52.2124, paragraphs (1) Termination for the Government's convenience, and (m) Termination for Cause (See C.1.)

Telephone number for contract administration information: 800-682-7270

16.  GSA Advantage!

The GSA Advantage! Is an on-line, interactive electronic information and ordering system that provides on-line access to vendors' schedule pricelists with ordering information. GSA Advantage! will allow the user to perform various searches across all contracts including, but not limited to:

1. Manufacturer;
2. Manufacturer's Part Number; and
3. Product categories.

Agencies can browse GSA Advantage! by accessing the Internet World Wide Web utilizing a browser (ex. Netscape). The Internet address is http://www.gsa.gov.

17.  Purchase of Incidental, Non-Schedule Items

For administrative convenience, open market (non-contract) items may be added to a Federal Supply Schedule Blanket Purchase Agreement (BPA) or an individual order, provided that the items are clearly labeled as such on the order, all applicable regulations have been followed, and price reasonableness has been determined by the ordering activity for the open market (non-contract) items.

18.  CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS

1. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:
   1. Time of delivery/installation quotations for individual orders;
   2. Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/ service/software package submitted in response to requirements which result in orders under this schedule contract.
   3. Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by the contractor.
2. The above is not intended to encompass items not currently covered by the GSA Schedule contract.

19.  OVERSEAS ACTIVITIES

The terms and conditions of this contract shall apply to all orders for installation, maintenance and repair of equipment in areas listed in the pricelist outside the 48 contiguous states and the District of Columbia, except as indicated below:

Upon request of the contractor, the Government may provide the contractor with logistics support, as available, in accordance with all applicable Government regulations. Such Government support will be provided on a reimbursable basis, and will only be provided to the contractor's technical personnel whose services are exclusively required for the fulfillment of the terms and conditions of this contract (Purchase, Maintenance, and Repair Service)

20.  Year 2000 Warranty - Commercial Supply Items (I-FSS-550-A) (Aug 1997)

"Year 2000 Compliant" as used in this part, means, with respect to information technology, that the information technology accurately processes date/time data, (including, but not limited to calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, to the extent that other information technology, used in combination with other information technology being acquired, properly exchanges date/time data with it.

1. All currently awarded products that are not Year 2000 compliant must be deleted from this contract no later than December 31, 1999.
2. Any contract modifications, adding new items under clause 552.243-72, Modifications (Multiple Award Schedule), must meet the warranty requirement in paragraph c, below.
3. The Contractor warrants that each hardware, software, and firmware product delivered under this contact shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the product documentation provided by the Contractor, provided that all listed or unlisted products (e.g. hardware, software, firmware) used in combination with such listed products properly exchange date data with it. If the contract requires that specific listed products must perform as a system in accordance with the foregoing warranty, then that warranty shall apply to those listed products as a systems, The duration of this warranty and the remedies available to the government for breach of this warranty shall be as defined in, and subject, the terms and limitations of the Contractor's standard commercial warranty or warranties contained in this contract, provided that notwithstanding any provision to the contrary in such commercial warranty or warranties, the remedies available to the Government under this warranty shall include repair or replacement of any listed product whose non-compliance is discovered and made know to the Contractor in writing within ninety (90) days after acceptance. Nothing in this warranty shall be construed to limit any rights or remedies the Government may otherwise have under this contact with respect to defects other that Year 2000 performance.

21.  Blanket Purchase Agreements (BPA's)

Federal Acquisition Regulation (FAR) 13.201 (a) defines Blanket Purchase Agreements (BPA'S) as "�a simplified method of filling anticipated repetitive needs for supplies or services by establishing "charge accounts" with qualified sources of supply." The use of Blanket Purchase Agreements under the Federal Supply Schedule Program is authorized in accordance with FAR 13.202-(c) (3), which reads, in part, as follows:

"BPA's may be established with Federal Supply Schedule Contractors, if not inconsistent with the terms of the applicable schedule contract."

Federal Supply Schedule contracts contain BPA provisions to enable schedule users to maximize their administrative and purchasing savings. This feature permits schedule users to set up " accounts" with Schedule Contractors to fill recurring requirements. These accounts establish a period for the BPA and generally address issues such as the frequency of ordering and invoicing, authorized callers, discounts, delivery locations and times. Agencies may qualify for the best quantity/volume discounts available under the contract, based on the potential volume of business that by is generated through such and agreement, regardless of the size of the individual orders. In addition, agencies may be able to secure a discount higher than that available in the contract based on the aggregate volume of business possible under a BPA. Finally, the discount would increase once the sales accumulated under the BPA reach certain prescribed levels. Use of a BPA may be particularly useful with the new Maximum Order feature. See the Suggested Format, contained in this Schedule Pricelist, for customers to consider when using this purchasing tool.

22.  CONTRACTOR TEAM ARRANGEMENTS

Federal Supply Schedule Contractors may use "Contractor Team Arrangements" (see FAR 9.6) to provide solutions when responding to a customer agency requirements. The policy and procedures outlined in this part will provide more flexibility and allow innovative acquisition methods when using the Federal Supply Schedules. See the additional information regarding Contractor Team Arrangements in this Schedule Pricelist.