CISCO SYSTEMS, INC.

                        U.S. SYSTEMS INTEGRATOR AGREEMENT



This U.S. Systems Integrator Agreement (the "Agreement') by and between Cisco

Systems, Inc., ("Cisco") a California corporation having its principal place of

business at 170 West Tasman Drive, San Jose, California, 95134, and EMTEC, Inc.

("Integrator'), a New Jersey corporation having its principal place of business

at 817 East Gate Drive, Mt. Laurel, NJ 08054 is entered into as of the date last

written below ("the Effective Date").



This Agreement consists of this signature page and the following attachments,

which are incorporated in this Agreement by this reference:



         1 .      Systems Integrator Agreement Terms and Conditions

         2.       EXHIBIT A:        Integrator Profile

         3.       EXHIBIT B:        Discount Schedule

         4.       EXHIBIT C:        Support Exhibit

         5.       EXHIBIT S:        Software License Agreement



This Agreement is the complete agreement between the parties hereto concerning

the subject matter of this Agreement and replaces any prior oral or written

communications between the parties. There are no conditions, understandings,

agreements, representations, or warranties, expressed or implied, which are not

specified herein. This Agreement may only be modified by a written document

executed by the parties hereto. Any orders accepted or Products delivered by

Cisco after the date this Agreement is signed by Integrator but before the

Effective Date, shall upon the Effective Date be deemed covered by the

provisions of this Agreement, except for any deviations in price.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly

executed. Each party warrants and represents that its respective signatories

whose signatures appear below have been and are on the date of signature duly

authorized to execute this Agreement.



{TABLE}

{S}                                         {C}

EMTEC, Inc. ("Integrator")                  Cisco Systems, Inc. ("Cisco")



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

Authorized Signature                        Authorized Signature



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

Name                                        Name



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

Date                                        Date

{/TABLE}







{PAGE}





                          SYSTEMS INTEGRATOR AGREEMENT

                              TERMS AND CONDITIONS



1.       DEFINITIONS.



         Added Value is the non-Cisco component portion of Integrator's total

         solution, which Integrator provides to End User. Providing financing

         options is not considered Added Value.



         Cisco Connection Online ("CCO") is Cisco's suite of on-line services

         and information.



         Documentation is the Cisco documentation made available in hard copy or

         in electronic form with the Products or otherwise under this Agreement.



         Cisco Certified Internetworking Engineer ("CCIE") is the status granted

         to Integrator employees who successfully complete the then-current CCIE

         Program offered by Cisco.



         End User is the entity to which Integrator sells or licenses Product

         for such entity's own internal use.



         Hardware is the tangible product made available to Integrator.



         Price List is Cisco's published global price list.



         Product is Hardware and/or Software.



         Purchase Order is a written or electronic order from Integrator to

         Cisco for Hardware, Software or services to be purchased, licensed or

         otherwise made available under this Agreement.



         Sales Expert is the status granted to Integrator employees who

         successfully complete the then-current Sales Expert training curriculum

         offered by Cisco. Details of such curriculum are available on CCO at:

         www.cisco.com.



         Software is the machine readable (object code) version of the computer

         programs listed from time to time on the Price List and made available

         by Cisco for license by Integrator, and any copies, updates to, or

         upgrades thereof.



         Territory is comprised of those regions or countries listed on Exhibit

         A.



2.       SCOPE.



         This Agreement sets forth the terms and conditions for Integrator's

         purchase of Hardware and license of Software during the term of this

         Agreement solely for:



         2.1      Integrator's Internal Business Use.



                  Integrator may purchase all Products listed in Cisco's

                  then-current Price List for its internal business use in the

                  Territory.



         2.2      Commercial Integration and Resale.



                  2.2.1    Cisco grants Integrator a non-exclusive,

                           nontransferable right to resell Hardware and

                           distribute Software as a component of a total

                           solution of Products and additional significant

                           Integrator Added Value to End Users in the vertical

                           market segments in the Territory. Integrator agrees

                           not to solicit Product orders, engage salesmen,

                           establish warehouses or other distribution centers

                           outside of the Territory, except to the extent

                           advertising is placed in a particular advertising

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