AMERIQUEST AND CHILI PEPPER SOFTWARE SIGN DISTRIBUTION AGREEMENT

Infinite Disk is AmeriQuest's First Personal Storage Management Product

November 4, 1994, Atlanta, Georgia -- Chili Pepper Software and AmeriQuest
Technologies, Inc. today announced immediate availability of Infinite Disk
and Personal Archiver through AmeriQuest's complete distribution system.
This is the first time that AmeriQuest has offered its resellers a product
that provides a Personal Storage Management (PSM) software solution for
both DOS and Windows environments.

Infinite Disk is an automated file management system based on Hierarchical
Storage Management (HSM) technology that relies on diskettes, optical, or
removable hard drives for intermediate storage. The program automatically
tracks file activity on the hard drive. Based on user defined thresholds,
the software compresses and/or archives inactive files to intermediate
storage and automatically retrieves them when needed.

For example, using Chili Pepper's Infinite Disk software, if a file is not
accessed within 30 days, it may be compressed to half its normal size;
files not accessed within 90 days may be automatically archived from the
hard drive to different types of media with a specially numbered external
label (the file, although archived, still appears on the hard drive as a 0
byte file to act as a placeholder).

If a file that has been compressed or archived is needed, retrieval is
fast, easy, and completely automatic. When a file that has been compressed
is needed, it is automatically de-compressed. When a file which has been
archived is needed, the user is prompted to insert the specific volume,
and the restoration is completed in seconds.

Personal Archiver is a file management system that allows you to manually
archive files to a diskette on demand, usually based on frequency of use.
Every file archived by Personal Archiver still appears to be on the local
hard drive, and the PC operates as usual. When an archived file is
accessed, in any way, it is recalled from a specific diskette without
disturbing the application in use. Simply put, Personal Archiver allows
you to manually remove files never used, and automatically brings them
back if they are ever needed.

"This announcement confirms that storage management software has a mass
market appeal," said Chili Pepper Software President Richard M. Onyon.
"Many of our retailers have asked us to offer our products through
AmeriQuest Technologies because of the advantages AmeriQuest brings to the
channel. The combination of Chili Pepper Software's technology and
AmeriQuest's expertise in distribution provides resellers and retailers
with the tools they need to be successful in marketing Chili Pepper
Software products."

"Infinite Disk and Personal Archiver are the perfect storage management
products for our customers because they have the necessary elements for
success including leading-edge technology, ease of installation and use,
and features that both novice and power users alike require," said Howard
Crystal, Senior Vice President of Marketing and Purchasing for AmeriQuest.
"Our relationship with Chili Pepper Software is important to our goal of
continuously providing our resellers with the software that enhances their
customers' desktop computers.

"Resellers can purchase the Chili Pepper Software "Introductory Kit" from
AmeriQuest between now and November 30, 1994, for just $99.00. The Kit
includes a copy of Infinite Disk, a copy of Personal Archiver, and a NOT
FOR RESALE copy of Infinite Disk for the reseller. A retail value of
$317.00 for just $99.00. Infinite Disk (SRP) $129.00 and Personal Archiver
(SRP) $59.00. (Limit one per customer)

Background

Founded in 1992, Chili Pepper Software is the leading manufacturer of HSM
solutions for the desktop PC. Chili Pepper Software products are marketed
through software OEMs, resellers, distribution, software catalogs, and
direct channels. For additional information, contact Chili Pepper
Software, 1630 Pleasant Hill Road, Suite 180-200, Atlanta, GA 30136-5827;
phone 800.395.1812 (sales) or 404.339.1812 (main); fax 404.513.7411.

AmeriQuest is a rapidly growing, value-added distributor of a complete line
of computer technology solutions primarily to value-added resellers,
systems integrators and retailers throughout the United States. The
Company's product lines include microcomputer systems, peripherals,
accessories and software produced by the world's leading manufacturers.
AmeriQuest also operates a state-of-the-art computer system configuration
facility, which includes a computer mass storage sub-system production
capability.

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