DEVELOPMENT AGREEMENT FOR
        THE BOEING ENGINEERING DATA
                        RETRIEVAL SYSTEM
                        (CEDRS) PROGRAM.


<PAGE>  1


                     TABLE OF CONTENTS
1.   DEFINITIONS                               3
2.   TERMS AND CONDITIONS                      4
3.   DELIVERY                                  5
4.   ACCEPTANCE                                5
5.   SUPPLIER'S EMPLOYEES AND
SUBCONTRACTORS       6
6.   WORK PRODUCT                              7
7.   PRICES AND PAYMENT                        8
8.   CHANGES                                   11
9.   WARRANTIES                                11
10.  TAXES                                     12
11.  GENERAL PERFORMANCE                       12
12.  PROPRIETARY INFORMATION                   12
13.  INFRINGEMENT                              14
14.  PREMISES INDEMNIFICATION                  14
15.  INSURANCE                                 15
16.  TERMINATION FOR CONVENIENCE               17
17.  CANCELLATION FOR DEFAULT                  17
18.  DELAYS                                    18
19.  COMPLIANCE                                18
20.  RECORDS AND AUDIT                         19
21.  PROTECTION OF PROPERTY                    19
22.  NOTICES                                   19
23.  RELATIONSHIP OF THE PARTIES AND
THEIR   19
     EMPLOYEES
24.  DISASTER RECOVERY                         20
25.  GENERAL PROVISIONS                        20




<PAGE>  2


Effective January 11, 2000, The Boeing Company ("Boeing"), a
Delaware corporation, acting through its division, Boeing Shared
Services Group, and TMS, Inc.("Supplier"), an Oklahoma  corporation,
agree to the following terms and conditions.
RECITALS
A. Boeing and Supplier desire to establish now the terms and
   conditions under which they will do business in the future in
   order to expedite the
   placement and fulfillment of orders.
B. Boeing and Supplier have specifically negotiated these terms and
   conditions with the express intent that they apply to each order
   placed by Boeing with Supplier during the term hereof.
NOW, in consideration of the recitals, mutual promises, and
covenants contained herein, the parties do agree as follows:
                       AGREEMENT
1.   DEFINITIONS
As used herein the following terms, when capitalized, shall have the
     following meanings:
     "Agreement" means these terms and conditions, each and every
     Purchase Contract, all Exhibits now or hereafter made part of
     this Agreement, which are incorporated by this reference, and
     any other requirements or provisions attached to, incorporated
     into, or otherwise specified in these terms and conditions or
     any Purchase Contract.
   "Authorized Boeing Representative" means the representative of
                               Boeing
     Shared Services Group-Puget Sound, Supplier Management &
     Procurement or any other Boeing Materiel department who is
     authorized by Boeing to act on behalf of Boeing in business
     transactions with Supplier.
  "Documentation" means user manuals for any portion of the Work
                             Product,
     all addenda, corrections, and new editions of these materials,
     and any other materials, in any form, that Supplier
     customarily provides to endusers of any portion of the Work
     Product.  Documentation includes, without limitation, all of
     the published specifications for any pre-existing works
     included in any the Work Product, as of the date the
     applicable Purchase Contract takes effect.
"Employee" means any employee or agent of Supplier or Subcontractor
                                who
     performs Work.
     "Goods" means Work, Work Product, Statement of Work and any
     other related items or services.
     <PAGE>  3

     "Purchase Contract" means Boeing's written order or change
     order to Supplier, which references this Agreement, for the
     performance of services or the delivery of goods, or both, and
     all specifications, schedules, technical descriptions,
     statements of work, and other requirements included in or
     incorporated into such order.
     "Subcontractor" means any subcontractor, at any tier, or any
     other third party which performs any of Supplier's obligations
     under this Agreement. "Warranty Period" means the ninety (90)
     days  after acceptance of the Goods.
     "Work" means services performed or to be performed by Supplier
     under any Purchase Contract.
     "Work Product" means all tangible items delivered to Boeing
     pursuant to this Agreement, including but not limited to
     computer software and its documentation, and any other
     Documentation specifically prepared in the course of
     performing Work, not including the copyright thereto.
2.   TERMS AND CONDITIONS
     a.    Terms and Conditions.  These terms and conditions shall
take effect
           on the effective date written above and expire on the
           fifth anniversary of the effective date, unless earlier
           terminated in accordance with the terms hereof or by the
           mutual written consent of the parties.  These terms and
           conditions shall be incorporated into every Purchase
           Contract described in the paragraph entitled "Orders"
           automatically and without further formalities, as of the
           date the Purchase Contract takes effect.  These terms
           and conditions shall apply to all Goods ordered by
           Boeing during the term of this Agreement.
     b.    Orders.  Goods may be ordered on the terms and
conditions of this
           Agreement solely by an Authorized Boeing Representative
           on a Purchase Contract.  Each Purchase Contract will be
           effective upon written acknowledgement by Supplier or
           commencement of performance by Supplier.  Such Purchase
           Contracts shall specify:
           1)    the Work and/or Work Product ordered;
           2)    the price; and delivery schedule.

           <PAGE> 4

     c.    Objection.  Except for the terms set forth in the
paragraph entitled
           "Orders," neither party shall be bound by, and each
           specifically objects to, any term or condition which is
           different from or in addition to the provisions of these
           terms and conditions, unless such different or
           additional term or condition is accompanied by an
           express reference to the inconsistent term in these
           terms and conditions, or expressly waives the
           prohibition of different or additional terms in this
           paragraph, and is in writing signed by the party to be
           obligated.  Such a modification, however, will apply
           only to the transaction covered by the Purchase
           Contract, and has no effect whatsoever on the terms of
           this Agreement or the order of precedence applicable to
           any other transactions under this Agreement.
     d.    Order of Precedence.  In the event of any inconsistency
within or
           relating to this Agreement, the following order of
           precedence will apply:
           1)    Each Purchase Contract.
           2)    These terms and conditions.
           3)    The specifications, technical descriptions,
statements of
                 work, schedules, drawings, and designs prepared by
                 or at the direction of Boeing.
           4)    The specifications, technical descriptions,
statements of
                 work, schedules, drawings, and designs, other than
                 those described in subparagraph (3), prepared by
                 Supplier, including, without limitation, those
                 contained in Supplier's proposal and any
                 correspondence or statements made by Supplier
                 leading up to contract award.
3.   DELIVERY
     Shipment and delivery under this Agreement shall be strictly
     in accordance with the quantities and schedules specified in
     the Purchase Contract and with the other requirements of this
     Agreement.  Unless the Purchase Contract specifies a different
     delivery point, all deliveries under this Agreement shall be
     F.O.B. destination.
4.   ACCEPTANCE
     a.    Acceptance.  Acceptance of the Goods shall occur when
the Goods meet
           all of the requirements of this Agreement and the
           Statement of Work "final acceptance" form has been
           mutually signed by  Boeing and the Supplier.
     b.    Conditions.  Acceptance of the Goods is subject to
inspection and
           acceptance testing by Boeing in accordance with this
Agreement.
     c.    Acts Not Constituting Acceptance.  Neither trial use nor
testing of
           the Goods, incremental or final payment, nor passage of
           title, constitutes acceptance or prejudices Boeing's
           right to reject acceptance of all or any portion of the
           Goods.

<PAGE>  5

5.       SUPPLIER'S EMPLOYEES AND SUBCONTRACTORS
     a.     Qualified Employees.  Supplier shall perform and shall
cause its
            Subcontractors to perform all of the Work using
            qualified Employees satisfactory to Boeing.  No
            Employee unsatisfactory to Boeing will be assigned to
            perform any of the Work.  From time-to-time, Boeing may
            request and Supplier shall provide resumes, references,
            or other information reflecting the qualifications of
            any Employee, either before or after he or she is
            assigned to perform Work.
     b.     Replacements.  If any Employee is or becomes
unsatisfactory to
            Boeing, Supplier or its Subcontractor, as the case may
            be, shall provide a qualified replacement satisfactory
            to Boeing in a timely fashion.  If, despite its best
            efforts to do so, Supplier or its Subcontractor is
            unable to provide a satisfactory replacement, Boeing
            may cancel the Purchase Contract(s) involved, in whole
            or in part, without any termination payment or other
            liability to Supplier, but only to the extent affected
            by the loss of Work which would have been performed by
            the unsatisfactory Employee.
     c.     Supplier's Responsibilities.  All Employees shall at
all times be
            and remain employees of Supplier or its Subcontractors,
            not employees of Boeing.  Supplier shall pay its
            Employees, and shall ensure that each of its
            Subcontractors pays its Employees, all wages, salaries,
            overtime, and other amounts due.  Supplier shall be
            responsible for, and shall ensure that each of its
            Subcontractors shall be responsible for, all reports,
            payments, and other obligations respecting their
            respective Employees, including without limitation,
            those related to social security, income tax
            withholding, unemployment compensation, workers'
            compensation, overtime, and employee benefit plans.
     d.     Expenses.  Subject to reimbursement, if previously
authorized,
            under the paragraph entitled "Travel Expenses" of the
            clause entitled "Prices and Payment," Supplier shall be
            responsible for all expenses of all Employees,
            including, without limitation, travel to and from the
            place where the Work is to be performed,
            living expenses, and local transportation.
     e.     Subcontractors.  Performance of the Work is a personal
obligation
            of Supplier, and may not be subcontracted or otherwise
            delegated without prior written consent of Boeing.
            Specification of a Subcontractor and that portion of
            the Work to be performed by it in the applicable
            Purchase Contract shall constitute such consent.

<PAGE>  6

6.   WORK PRODUCT
     The Work to be performed under this Agreement shall be Boeing
     funded development for enhancements of Suppliers existing
     Commercial-Off-TheShelf (COTS) Licensed Software, thereby
     creating a new Version Release of Suppliers COTS Licensed
     Software which Supplier has the right to market without
     restriction from Boeing.
     Supplier shall have the right, at it's sole discretion, to
     further enhance or change the methods incorporated into the
     Work Product, modify existing features in the COTS Licensed
     Software, or add additional features to the COTS Licensed
     Software after final delivery to Boeing provided,  Supplier
     insures backward compatibility with the Work Product will be
     maintained in any future COTS release of the Licensed
     Software, so long as Boeing is participating in the associated
     maintenance/support program defined in the Boeing/TMSSequoia
     Software License Agreement.
     Boeing may, at its discretion, adopt any new enhancements or
     use any new methods provided in the future versions of the
     COTS Licensed Software and relieve Supplier of some or all of
     the backward compatibility requirements. Such relief must be
     provided by Boeing in writing per Clause 22 Notices of this
     Agreement.
     The specific "mime type" Work Product created by Supplier, is
     unique for Boeing.  Although Boeing will not own this unique
     "mime type" software code, Supplier shall maintain the
     required Boeing "mime type" Work Product in all future
     versions of the Suppliers COTS Licensed Software and will
     insure backward compatibility.
     a.   License to Use/Ownership of Copy.  The Work Product is
and will be
          the sole and exclusive property of Supplier; along with,
          all patents, copyrights, trade secrets, and know-how
          subsisting in the Work Product. Supplier hereby grants
          and shall grant to Boeing a perpetual, irrevocable,
          worldwide, nonexclusive license under all such patents,
          copyrights, trade secrets, and know-how provided Boeing
          has tendered the applicable license fee to:) use the Work
          Product on any computing equipment;
          2)    change the form of any Documentation
          3)    incorporate the Work Product into aerospace
products and
                services for delivery to Boeing customers, and
                sublicense Boeing customers to use the Work Product
                in conjunction with such products and services; and
                <PAGE>  7

          4)    sublicense agents, contractors, and subcontractors
to exercise
                rights 1) through 4) of this paragraph in
                connection with work they may do for the benefit of
                Boeing
                Boeing shall have the right to sublicense and re-
                distribute the Work Product only as part of
                Suppliers COTS Software License and only as granted
                in The Boeing Company/TMSSequoia Corporate Software
                Licenses Agreement.
     b.   Knowledge, Skill, and Experience.  Supplier retains the
right to use
          the knowledge, skill, and experience gained by Supplier
          in the course of performing the Work.
     c.   Boeing Proprietary Information.  Supplier shall preserve
all Boeing
          Proprietary Information (as hereinafter defined in the
          clause entitled "Proprietary Information") included in
          the Work Product in confidence, and shall not use,
          duplicate, or disclose any Boeing Proprietary Information
          for any purpose other than the performance of the Work or
          any other contract with Boeing, without the prior express
          written permission of Boeing.
7.   PRICES AND PAYMENT
a.   Price.  Any price specified in the Purchase Contract for the purchase
     of Goods is a firm, fixed price.
b.   Payment.  Supplier shall issue a separate invoice for each delivery.
     The invoice, however, shall not be issued before performance.
    Payment will be mailed thirty (30) days after receipt of a correct
     invoice.  If the Goods have not been accepted by the close of this
     period, however, payment will be made promptly after acceptance of the
     Goods.  For purposes of prompt payment discounts, if any, the payment
     due date will be computed from acceptance or receipt of a correct
     invoice, whichever is later, to the date Boeing's check is mailed or
     otherwise tendered.  Supplier will prominently display notice of any
     applicable prompt payment discounts on the invoice. Unless taxes or
     other applicable charges are itemized, any discount may be taken on
     the full amount of the invoice.
c.   Travel Reimbursement
     (1)    Reimbursement for Expenses.  Provided and to the extent
            Supplier is required to perform all or any portion of the Work
            outside of Supplier's local area, and provided that the
            Purchase Contract expressly authorizes per diem payments,
            Boeing shall reimburse Supplier for all necessary travel
            expenses associated with such Work as set forth below.
     (2)    Payment.  Reimbursable travel expenses shall be invoiced and
            paid in accordance with this clause.  Per diem and all
            reasonable and necessary travel-related expenses shall be shown
            as separate line items on all invoices.
                   <PAGE>  8
            (a)    Receipts Required.  Except for per diem expenses, all
                   expenses in excess of $25.00 for which reimbursement is
                   requested must be supported by and submitted with
                   original receipts or clear, readable copies of receipts.
                   Travel itineraries are not acceptable receipts for
                   airfare.
            (b)    Travel Expense Reports.  All travel expenses for which
                   Supplier requests reimbursement shall be summarized on a
                   travel expense report.  The report shall contain a
                   summary of the Purchase Contract statement of work task
                   pursuant to which the travel expenses were incurred.  A
                   separate travel expense report shall be provided for
                   each employee of Supplier.
     (3)           Expenses Reimbursed.  Supplier shall be reimbursed for
                   the following travel related expenses.  No markup shall
                   be applied by Supplier to these expenses for indirect
                   cost recoupment or for profit.
            (a)    Living Expenses.  Boeing shall pay Supplier a per diem
                   amount of $34.00 per day for living expenses, including
                   meals and tips, laundry, baggage handling, and other
                   items of a personal nature.  Per diem shall be prorated
                   on the day of departure from, and return to, the
                   permanent location of Supplier's employee.  The
                   permanent location is the home office of the employee,
                   or the place of assignment of the employee when
                   transferred to that location.  The calendar day
                   (midnight to midnight) is the unit used for computing
                   per diem, based on four consecutive sixhour periods or
                   fractions thereof, as follows:
               Time Period              Departure    Return
               12:01 am - 6:00 am       100%         25%
               6:01 am - 12:00          75%          50%
               noon
               12:01 pm - 6:00 pm       50%          75%
               6:01 pm - 12:00          25%          100%
               midnight
         (b)     Lodging.  Boeing shall pay Supplier for reasonable
                 lodging expenses incurred and taxes related thereto, up
                 to a maximum of $100.00 per room per night.  Supplier
                      shall request commercial or guaranteed rates for room
                      accommodations.
              (c)    Air fare.  Air travel shall be by coach class.  Airfare
                     expenses shall not be in excess of the lowest customary
                     standard coach, or equivalent, airfare offered during
                     normal business hours.
                     <PAGE>  9


              (d)     Mileage Allowance.  Supplier will be reimbursed for
                      taxicab fare, or will be paid a mileage allowance of $.28
                      per mile for use of a personally-owned vehicle, between
                      the residence of Supplier's employee and the airport from
                      and to which the employee departs and returns while on
                      authorized travel.  In addition, in the event of use of a
                      personally-owned vehicle, Boeing shall pay Supplier for
                      airport parking fees incurred by Supplier's employees
                      while on such travel.
              (e)    Rental Cars.  Boeing shall pay Supplier for costs
                     associated with renting a car during the period the Work is
                     being performed.  Supplier's employees supporting Boeing
                     contracts are entitled to use Boeing's corporate rental car
                     rates; reimbursable costs shall thus be limited to the
                     Boeing corporate rate for compact cars, or the actual
                     rental amount paid for the car, whichever is lower. Rental
                     insurance expenses will not be reimbursed.
              (f)     Multiple Customer.  In the event Supplier is performing
                      work for multiple customers at the travel site, Supplier
                      shall pro-rate travel-related expenses between Boeing and
                      such other customers in accordance with the hours worked
                      for each, and Boeing shall only reimburse Supplier for its
                      proportionate share of such expenses.
              (g)     Other Expenses.  Boeing shall pay Supplier for other
                      travel-related expenses incurred including vehicle tolls,
                      parking fees, Work-related telephone charges, and
                      incidental expenses of a non-personal nature.
        (4)         Expenses Not Reimbursed.  Supplier shall not be reimbursed
                    for travel related expenses which are not deemed to be
                    necessary, including (1) charges for "pay per view" cable
                    television, damage to property, entertainment, fines and
                    penalties, insurance costs for personal possessions or
                    property, personal trip insurance, medical expenses,
                    membership dues, hotel room movies, professional fees, or
                    expenses associated with recreational or social activities;
                    (2) per diem expenses for periods of vacation, or voluntary
                    leave without pay or unauthorized absences (including
                    weekends and holidays falling within such periods), sick
                    leave, bereavement, jury duty, or Supplier's employee
                    training not specifically authorized by Boeing; (3) expenses
                    for return trips home (flybacks) during the period the Work
                    is being performed; (4) expenses for items of a personal
                    nature; and (5) expenses for alcoholic beverages.
        (5)         Submittal of Expenses.  Supplier shall have up to three (3)
                    months after the incurrence of a travel related expense to
                    submit a claim to Boeing for reimbursement.
                    <PAGE>  10


         (6)          Unallowable/Unsupportable Expenses.  Boeing shall have the
                      right to reduce payment for unsupported costs, and for
                      questionable costs associated with prior billings that
                      have been paid but are subsequently determined to be
                      unallowable.
8.       CHANGES
     a.  Directed Changes.  The Authorized Boeing Representative may from time
         to time direct changes, in writing, within the general scope of any
         Purchase Contract in one or more of the following:  (i) technical
         requirements and descriptions, specifications, statements of work,
         drawings, or designs; (ii) shipment or packing methods; (iii) place of
         delivery, inspection, or acceptance; (iv) reasonable adjustments in
         quantities or delivery schedules or both; and (v) amount of any Boeing
         furnished property.  Supplier shall comply immediately with such
         direction and avoid unnecessary costs related thereto.
     b.  Price and Schedule Adjustments.  If any change under the paragraph
         entitled "Directed Changes" of this clause causes an increase or
         decrease in the cost or the time required for performance of the
         Purchase Contract, an equitable adjustment in the prices and schedules
         of the Purchase Contract shall be made to reflect such increase or
         decrease, and the Purchase Contract shall be modified in writing
         accordingly.  Unless otherwise agreed in writing, any claims by
         Supplier for adjustment must be delivered to Boeing in writing within
         thirty (30) days after Supplier's receipt of such direction.  Pursuant
         to the clause entitled "Records and Audit," Supplier shall make
         available for Boeing's examination relevant books and records to verify
         Supplier's claim for adjustment.  Failure of Boeing and Supplier to
         agree upon any adjustment shall not excuse Supplier from performing in
         accordance with such direction.
     c.  Other Changes.  If Supplier determines that the conduct of any of
         Boeing's employees constitutes a change under this clause, Supplier
         shall notify Boeing immediately in writing as to the nature of such
         conduct and its effect upon Supplier's performance.  Pending direction
         from the Authorized Boeing Representative, Supplier shall take no
         action to implement any such change or deviation.
    d.  Binding Effect.  No change to any Purchase Contract will be effective
         or binding upon Boeing unless authorized in writing by the Authorized
         Boeing Representative.

9.   WARRANTIES
     Supplier warrants the following to Boeing during the Warranty Period:
     a.   Media Defects.  The media on which the Work Product is provided to
          Boeing shall be free of defects in material and workmanship. <PAGE>
          11

     b.   Performance.  Any computer software provided as part of the Work
          Product shall perform in accordance with its Documentation.
     c.   Date Functions.  The Licensed Software must correctly process all
          dates past December 31, 1999, and all date related information and
          processes.  Any program created or developed that Boeing will own or
          maintain or that will interface with Boeing owned or maintained
          software shall contain a four character year data element whenever
          defining, using, and/or storing calendar dates beyond December 31,
          1999, and shall process those dates correctly.
     d.   Conformance to Requirements.  The Work Product shall conform in all
          respects to the Documentation and to all of the requirements of this
          Agreement.
     e.   Legal Sufficiency.  Supplier and each of its Subcontractors have
          taken all necessary steps, including, without limitation, obtaining
          written agreements from all Employees, legally sufficient to perform
          its obligations under the "Work Product" clause of this Agreement.
10.  TAXES
     All taxes, including, but not limited to, federal, state, and local income
     taxes; franchise taxes; federal, state, and local sales and use taxes
     (except sales or use taxes imposed on account of a transaction made under
this Agreement); gross receipts taxes; and property taxes, are deemed to be
included in the price of the Goods.  If sales or use tax, value-added tax, or
custom duty tax is applicable to any of the Goods, it shall be so noted on the
Purchase Contract, and Supplier shall bill the tax separately on its invoice.
11.  GENERAL PERFORMANCE
     Supplier represents and warrants that Supplier has the legal right to enter
     into, and perform its obligations under, this Agreement.
12.  PROPRIETARY INFORMATION
a.   Definition.  For purposes of this Agreement, Supplier shall keep
     confidential and otherwise protect from disclosure all information and
     property obtained from Boeing in connection with this Agreement and
     identified as confidential or proprietary ("Boeing Proprietary
     Information").  Unless otherwise expressly authorized herein or by
     Boeing, Supplier shall use Boeing proprietary Information only in the
     performance and for the purpose of this Agreement.
b.   Disclosure and Use.  For a period of three (3) years after receipt,
     the receiving party shall preserve Proprietary Information received
     from the originating party in confidence, and shall refrain from
     disclosing such Proprietary Information to any third party without
     written authorization from the originating party.  During the term of
     the Project, the receiving party shall use Proprietary Information
     received from the originating party solely in connection with the
     Project.  The disclosure and use obligations set forth above shall be
     considered satisfied by the receiving party through the exercise of
     the degree of care, but in no event less than reasonable care, used to
     restrict disclosure and use of its own information of like kind and
     importance.
     <PAGE>  12

c.   Exception.  This Agreement shall not restrict disclosure or use of
     Proprietary Information that is:
     1)    Known to the receiving party without restriction when received,
           or thereafter is developed independently by the receiving party,
           without reference to Proprietary Information of the originating
           party; or
     2)    Obtained from a source other than the originating party through
            no breach of confidence by the receiving party; or
     3)    In the public domain when received, or thereafter enters the
           public domain through no fault of the receiving party; or
     4)    Disclosed by the originating party to a third party without
           restriction; or
     5)    Required by applicable law or regulation, provided the receiving
           party notifies the originating party of the requirement promptly,
           and cooperates with the originating party (at the request and
           expense of the originating party) in contesting the requirement.
d.         No Other Rights Granted.  Proprietary Information shall remain
           the property of the originating party.  Except for the rights
           expressly granted under this Agreement, neither this Agreement
           nor the disclosure of Proprietary Information hereunder shall
           be construed as granting any right or license under any trade
           secrets, copyrights, inventions, or patents now or hereafter
           owned or controlled by either party.  This Agreement does not
           grant any right or license, or impose any restriction on use or
           disclosure with respect to information, other than Proprietary
           Information, disclosed or received by either party in connection
           with the Project.
e.         Wind-up Activities.  Upon termination of the Project and unless
           instructed to do otherwise by the originating party, the
           receiving party shall cease use of and destroy all of the
           Proprietary Information, if any, received from the originating
           party.  The originating party may request, and the receiving
           party shall provide, written certification of the destruction.
           Notwithstanding the foregoing, each party may retain one copy of
           each and every permanent record of the Proprietary Information
           disclosed to it under this Agreement solely as a record of the
           disclosure.
           <PAGE>  13

f.        Transfer of Employees.  Supplier acknowledges that Boeing is or
          may be using third party programs, documentation, computing
          equipment, and other products which provide functionality and
          capabilities similar to those provided by the Goods.  Likewise,
          Boeing acknowledges that Supplier is developing, or may desire
               to develop, new and improved products which address the needs and
               requirements of customers similar to Boeing. Notwithstanding any
               other provision of this clause or this Agreement, therefore, so
               long as each party does not knowingly disclose Proprietary
               Information received from the other party, each party may
               transfer and allow those employees who have had
access to and reviewed the other party's Proprietary Information under this
Agreement to use the ideas, concepts, and know how gained from such access in
other assignments.

13.  INFRINGEMENT
     Supplier shall defend, indemnify, and hold harmless Boeing and its
     subsidiaries and their respective directors, officers, employees, and
     agents from and against all actions, causes of action, liabilities, claims,
     suits, judgments, liens, awards, and damages of any kind and nature
     whatsoever (hereinafter referred to as "Claims") and expenses, costs of
     litigation (including without limitation clerk, paralegal, and expert
     witness costs), and reasonable attorneys' fees related thereto, or incident
     to establishing the right to indemnification, whether or not specifically
     awardable under any court rules, to the extent such Claims arise out of the
     infringement of any patent or copyright by the Goods, or involve the
     wrongful use of any trade secret or confidential information. Boeing shall
     give Supplier notice of all Claims made against Boeing, give Supplier an
     opportunity to defend or settle such Claims, and cooperate with Supplier
     (at Supplier's expense) in the defense or settlement.  In no event shall
     Supplier's obligations hereunder be limited to the extent of any insurance
     available to or provided by Supplier or any Subcontractor.
14.  PREMISES INDEMNIFICATION
     a.   Supplier's Indemnity.  Supplier shall defend, indemnify, and hold
          harmless Boeing, its subsidiaries and their respective directors,
          officers, employees, and agents (hereinafter referred to as
          "Indemnitees") from and against all actions, causes of action,
          liabilities, claims, suits, judgments, liens, awards, and damages,
         of any kind and nature whatsoever (hereinafter referred to as
          "Premises Claims"), for property damage, bodily injury, or death
          (including, without limitation, Premises Claims brought by employees
          of Supplier or any Subcontractor) and expenses, costs of litigation
          (including without limitation clerk, paralegal, and expert witness
          costs), and reasonable attorneys' fees related thereto, or incident
          to the right to indemnification, whether or not specifically
          awardable under any court rules, arising out of  or any way related
          to the performance of the contract by Supplier or any Subcontractor,
          or their respective employees including, without limitation, the
          provision of services, personnel, facilities, equipment, support,
          supervision, or review, to the extent such claims arise from any
          negligent act or omission or willful misconduct of Supplier, any
          Subcontractor, or their respective employees.  Supplier expressly
          waives any immunity under industrial insurance, whether arising from
          Title 51 of the Revised Code of Washington or any other statute or
          source, to the extent of the indemnity set forth in this paragraph.
          In no event shall Supplier's obligations hereunder be limited to the
          extent of any insurance available to or provided by Supplier or any
          Subcontractor.
          <PAGE>  14

     b.   Subcontractor Indemnification.  Supplier shall require each
          Subcontractor to provide an indemnity, enforceable by and for the
          benefit of, the Indemnitees, to the same extent required of Supplier.
15.  INSURANCE
     a.   Commercial General Liability.  Throughout the period of performance
          of this Agreement and until final acceptance by Boeing, Supplier
          shall carry and maintain, and shall ensure that all Subcontractors
          carry and maintain, Comprehensive General Liability insurance with
          limits of not less than One Million Dollars ($1,000,000) per
          occurrence for bodily injury, including death, and property damage
     combined.  Such insurance shall be in a form and with insurers
     acceptable to Boeing, and shall contain coverage for all premises and
     operations, broad form property damage, contractual liability, and
     products and completed operations insurance.  Any policy or policies
     that provide the insurance required under this paragraph shall be
     endorsed to name "The Boeing Company, its subsidiaries, and their
     respective directors, officers, agents, and employees" as additional
     insureds with respect to liability arising out of work performed by
     Supplier or any Subcontractor, as applicable (ISO 20 10 Form B, or
     equivalent, without limitation, reservation, or qualification).
b.   Automobile Liability.  If licensed vehicles will be used in
     connection with the performance of this Agreement, Supplier shall
     carry and maintain, and ensure that any Subcontractor who uses a
     licensed vehicle in connection with the performance of this Agreement
     carries and maintains, throughout the period of performance of the
     Agreement, Automobile Liability insurance covering all vehicles,
     whether owned, hired, rented, borrowed, or otherwise, with limits of
     liability of not less than One Million Dollars ($1,000,000) per
     occurrence combined single limit for
     bodily injury and property damage.
     <PAGE>  15

c.   Workers' Compensation and Employers Liability.  Throughout the
     period of performance of this Agreement and until final acceptance
     by Boeing, Supplier shall carry and maintain, and ensure that all
     Subcontractors carry and maintain, insurance in accordance with the
     applicable laws relating to workers' compensation with respect to
     all of its employees working on or about Boeing premises, regardless
     of whether such coverage or insurance is mandatory or merely
     elective under the law.  Supplier shall also carry and maintain, and
     shall ensure that all Subcontractors carry and maintain, Employers
     Liability coverage with limits of not less than Five Hundred
     Thousand Dollars ($500,000) each accident.  To the extent provided
     by law, any policy which provides any of the insurance required
     under this paragraph shall contain a waiver of rights of subrogation
     against Boeing, its subsidiaries and their respective directors,
     officers, agents, and employees.  If Boeing is required by any
     applicable law to pay workers' compensation premiums with respect to
     employees of Supplier or any Subcontractor, Supplier shall reimburse
     Boeing for such payment.
d.   Certificates of Insurance.
     (1)  Prior to the commencement of the period of performance, Supplier
          shall provide for Boeing's review and approval certificates of
          insurance reflecting full compliance with the requirements set
          forth in the paragraphs entitled "Commercial General Liability,"
          "Automobile Liability," and "Worker's Compensation and Employers
          Liability" of this clause.  Such certificates shall be kept
          current and in compliance throughout the period of performance
          and until final acceptance by Boeing, and shall provide for
          thirty (30) days advance written notice to Boeing in the event
          of cancellation or material change adversely affecting the
          interests of Boeing.  Any policy or policies providing the
          insurance required under this clause may be inspected by Boeing
          upon request.
     (2)  Supplier at Supplier's expense shall maintain or cause to be
          procured and maintained the policies of insurance required under this
          clause.  Any self retained layer, deductibles, and exclusions in
          coverage in such policies shall be assumed by, for the account of, and
          at the sole risk of Supplier or the Subcontractor which provides the
          insurance and, to the extent applicable, shall be paid by such
          Supplier or Subcontractor.  In no event shall the liability of
          Supplier or any Subcontractor be limited to the extent of any
          insurance available to or provided by Supplier or any Subcontractor,
          or to the minimum limits of insurance required under this clause.
          (3)  Where Supplier is subject to the requirements of a "monopolistic"
               state which does not permit insured workers compensation, a
               written letter confirming participation in a state fund or,
               alternatively, confirming a state approved self insurance
               program, will satisfy the certificate requirement. Such letter
               will identify the state account or self insurer number.  For
               Employer's Liability coverage in such monopolistic states,
               evidence of a "Stop Gap" endorsement to the General Liability
               policy is acceptable proof of compliance with the Employer's
               Liability insurance requirement.
          <PAGE>  16
16.       TERMINATION FOR CONVENIENCE
Termination.  Boeing may terminate any Purchase Contract, in whole or in part,
by providing notice of such termination to Supplier, specifying the extent and
effective date of such termination thereof.  On the specified termination date,
Supplier shall (i) stop Work to the extent specified in the termination notice,
and (ii) cease shipment of all Goods covered by the termination notice, other
than those already delivered and accepted in accordance with this Agreement as
of the termination date.  Supplier shall continue to perform those obligations
under this Agreement to the extent not terminated.
Effect of Termination.  In the event and to the extent of any termination under
this clause, all obligations of Supplier and all rights and licenses of Boeing
under the Purchase Contract involved shall thereupon be terminated, but only
with respect to the Goods covered by the termination notice. Supplier shall
continue to perform those obligations under this Agreement to the extent not
terminated.
c.   Termination Payment.  In the event and to the extent of any termination
under this clause, Boeing's total liability shall be to pay Supplier the
purchase price for all Goods delivered and accepted, but not paid for under the
Purchase Contract, on or prior to the termination date specified in the
termination notice.  Supplier shall give Boeing written notice of its intent to
submit any claims for compensation under this clause within thirty (30) days
after the effective date of termination, and shall submit all such claims within
sixty (60) days after the effective date of termination.  Supplier hereby
waives, releases, and renounces any claim for compensation not made within this
period.
17.       CANCELLATION FOR DEFAULT
    a.    Cancellation.  Either party may cancel any Purchase Contract, in
          whole or in part, to the extent the other party fails to perform any
          of its material obligations under the Purchase Contract, and does not
          cure the failure within thirty (30) days after service of a default
          notice, specifying the failure.
    b.    Effect of Cancellation.  In the event and to the extent of any
          cancellation under this clause, all obligations of the nondefaulting
          party and all rights and licenses of the defaulting party under the
          Purchase Contract shall thereupon be canceled, but only with respect
          to the Goods covered by the cancellation notice, and all rights and
          licenses of the nondefaulting party and all accrued obligations of
          the defaulting party under the Purchase Contract shall survive.  In
          the event of a Supplier default, Boeing may request, and Supplier
          shall deliver, the most currently available Goods.
          <PAGE>  17

     c.   Cancellation Payment.  In the event and to the extent of any
          cancellation by Supplier under this clause, Boeing's total liability
          shall be to pay Supplier for the Goods delivered and accepted, but not
          paid for under the Purchase Contract, on or prior to the effective
          date of cancellation.  Boeing may return, and Supplier shall have no
          claim against Boeing for, Goods not accepted by Boeing or for rejected
          Goods.  Supplier shall give Boeing written notice of its intent to
          submit any claims for compensation under this clause within thirty
          (30) days after the effective date of cancellation, and shall submit
          all such claims within sixty (60) days after the effective date of
          cancellation.  Supplier hereby waives, releases, and renounces any
          claim for compensation not made within this period.
     d.   Termination for Convenience.  If, after issuance of a default notice
          under the paragraph entitled "Cancellation" of this clause by Boeing,
          it is determined for any reason that the Supplier was not in default,
          or that the default was excusable under the provisions of this
          Agreement, then there will be no cancellation and the Purchase
          Contract will be terminated for convenience in accordance with the
          provisions of the clause entitled "Termination for Convenience," as of
          the date the cancellation would have taken effect under this clause.
18.  DELAYS
     The time for performance by either party under this Agreement shall be
     extended for a period equal to any delay caused by unforeseeable causes
     beyond the control of the party.  These causes include acts of God acts
     of war epidemics  fire power failure and labor difficulties between the
     party and its employees.
19.  COMPLIANCE
     a.   With Applicable Laws.  Supplier warrants that in the performance of
          its obligations under this Agreement, it has complied with or will
          comply with Chapters 6, 7, and 12 of the Fair Labor Standards Act,
          as amended, and the regulations of the U.S. Department of Labor
          issued thereunder.  The provision entitled "Equal Opportunity" set
          forth in FAR 52.22226 is incorporated herein by this reference,
          except that "Contractor" means Supplier.  Upon request, Supplier
          shall submit certification that it performed its obligations under
          this Agreement in accordance with the foregoing warranty.
     b.   With Boeing and Local Rules and Regulations.  Supplier shall ensure
          that any Employees on any Boeing premises (i) comply with Boeing's
          employee rules of conduct, including, without limitation, Boeing's
          security and safety procedures, and (ii) comply with all federal,
          state, and local health, safety, and environmental laws and
          regulations applicable to such Boeing premises.
     c.   With Export Laws and Regulations.  Boeing shall comply with the
          laws and regulations of the United States and its departments and
          agencies, relating to the export of technical data.
          <PAGE>  18

20.  RECORDS AND AUDIT
     For a period no less than three (3) years after final payment under each
     and every Purchase Contract, Supplier shall retain source data supporting
     list prices for all items billed to Boeing.  Source data means documents,
     including, without limitation, price lists dating back to the time the
     order was placed, sufficient to verify the correctness of the price
     charged Boeing.  Supplier shall, upon request by Boeing, make source data
     available to Boeing for examination, reproduction, and audit.
21.  PROTECTION OF PROPERTY
     Unless otherwise specified, upon delivery to Supplier, or manufacture or
     acquisition by Supplier, of any materials, parts, tooling, data, or other
     property, title to which is in Boeing, Supplier assumes the risk of, and
     shall be responsible for, any loss thereof or damage thereto.
     In accordance with the provisions of the Purchase Contract, but in any
     event upon delivery of the Goods, Supplier shall return such property to
     Boeing in the condition in which it was received except for reasonable
     wear and tear and except for such property as has been incorporated in
     the Goods or reasonably consumed in the performance of the Work.
22.       NOTICES
     Any notice, authorization, designation, request, or instruction under or
     in connection with this Agreement to be effective shall be in writing and
     shall be deemed duly given or served upon delivery, addressed as set
     forth below.  Either party may notify the other in the foregoing manner
     of any other address to which such communications are to be addressed
     under this Agreement.

BOEING:                            SUPPLIER:
     The Boeing Company Supplier   TMS, Inc.
     Management & Procurement
        P. O. Box 3707   M/S          206 W. 6th Avenue
     Seattle, WA  98124-2207       Stillwater, OK  74074-4017
     Attention: Supplier           Attn:  Shari McClure
     Management & Procurement -    Product Manager
     Share Services
23.     RELATIONSHIP OF THE PARTIES AND THEIR EMPLOYEES
    a.  Independent Contractors.  Supplier is an independent contractor.
        Nothing in this Agreement shall be construed as creating any
        relationship between Supplier and Boeing other than that of buyer and
        seller, or licensor and licensee, respectively.  This Agreement is not
        intended to be, nor shall it be construed as, a joint venture,
        association, partnership, franchise, or other form of business
        organization or agency relationship.
        <PAGE>  19

    b.  No Agency.  Neither party shall have any right, power, or authority to
        assume, create, or incur any expense, liability, or obligation, express
        or implied, on behalf of the other, except as expressly provided
        herein.
24. DISASTER RECOVERY
   In the event of a disaster or catastrophe totally or partially disabling
    Boeing's computing or telecommunications capability, whether due to natural
    or man-made causes, Supplier agrees to use its best efforts to aid in the
    prompt restoration of computing or telecommunications capability, including
    but not limited to furnishing of emergency replacements of Goods upon
    request via overnight delivery, provision of maintenance services, and
    providing technical assistance to Boeing in its attempts to recover data.
    Boeing shall be treated at least as favorably as Supplier's most favored
    customer in the event that the disaster or catastrophe affects others.
    Boeing and Supplier shall negotiate in good faith to provide reimbursement
    to Supplier for the actual costs of time, materials, and shipping involved
    in such emergency response.
25.  GENERAL PROVISIONS
    a.     Severability.  If any provision of this Agreement shall be held by
           a court of competent jurisdiction to be illegal, invalid, or
           unenforceable, the remaining provisions shall remain in full force
           and effect.
    b.     Assignment.  Except as set forth in the paragraph entitled
           "Subcontractors" of the clause entitled "Supplier's Employees and
           Subcontractors," neither this Agreement, nor any obligations under
           it, may be assigned or delegated by either party without the prior
           written consent of the other party, except that Boeing may
           unilaterally assign this Agreement, in whole or in part, to any
           subsidiary of Boeing.
    c.     Publicity.  Neither party shall use the name of the other party in
           any news release, public announcement, advertisement, or other form
           of publicity without securing the prior written consent of the
           other.  Neither party shall disclose any of the terms of this
           Agreement to any third party without the prior written consent of
           the other, except to the party's auditors or attorneys or under
           subpoena duly issued by a court of competent jurisdiction.
           Notwithstanding the foregoing, Boeing hereby consents to Supplier's
           inclusion of Boeing's name in a customer listing published in a
           prospectus or an annual report, provided Boeing is not the sole
           customer listed.
    d.     Survival.  Except for any licenses expressly terminated or
           canceled, all licenses granted under this Agreement, all
           indemnities, warranties, and representations made under this
           Agreement, and all accrued obligations under the clause entitled
           "Proprietary Information" and the paragraph entitled "Publicity"
           will survive cancellation or termination of this Agreement.
           Cancellation or termination of this Agreement or any Purchase
           Contract will not affect operation of those provisions of this
           Agreement which, by their terms, survive or are required to
           effectuate the intent of the parties, as reflected by this
           Agreement.
           <PAGE>  20

    e.     Third-Party Beneficiary.  Every subsidiary of Boeing is an intended
           third-party beneficiary of this Agreement with rights of
           enforcement.
    f.     Rights and Remedies.  Except as limited under this Agreement, the
           rights and remedies afforded to each party under this Agreement are
           in addition to any other rights or remedies, at law or in equity, or
           otherwise, including, without limitation, the rights and remedies of
           Boeing as a licensee of intellectual property under
           11 U.S.C.  365(n) (e.g., to retain its rights under this
           Agreement, and to request and obtain a copy of the source code and
           associated programmer's notes of any computer software provided to
           Boeing under this Agreement in object code form, as the embodiment
           of such intellectual property).
    g.     Waiver.  Either party's failure to exercise any of its rights under
           this Agreement shall not constitute a waiver of any past, present,
           or future right or remedy.
    h.     Litigation.  The prevailing party in any litigation arising out of
           this Agreement shall be entitled to recover its expenses, costs of
           litigation (including without limitation clerk, paralegal, and
           expert witness costs), and reasonable attorneys' fees from the
           losing party, whether or not specifically awardable under any court
           rules.  The venue for any such litigation shall be King County,
           Washington.
    i.     Controlling Law.  This Agreement shall be construed under and
           governed by the law of the State of Washington, without regard to
           conflict of law provisions.
    j.     Acknowledgement.  Supplier acknowledges that it has not been
           induced to enter into this Agreement by any representations or
           promises not specifically stated in this Agreement, and that the
           provisions of this Agreement (including, without limitation, the
           clauses entitled "Infringement" and "Premises Indemnification") have
           been negotiated by the parties and reflect an allocation of risk
           between the parties which is a basis of their bargain, both now and
           with respect to each and every Purchase Contract.
    k.     Amendments.  These terms and conditions may not be changed,
           amended, or modified, except by an amendment in writing, executed by
           the Authorized Boeing Representative and an authorized
           representative of Supplier.
           <PAGE>  21

    l.     Complete Agreement.  This Agreement contains the complete and
           exclusive statement of the terms of the agreement between Boeing and
           Supplier with respect to the Goods, and merges any prior or
           contemporaneous agreements, commitments, proposals, representations,
           or communications, oral or written, with respect to the Goods.
  IN WITNESS WHEREOF the parties have caused this Agreement to be executed in
  duplicate originals by their duly authorized representatives as of the dates
  set forth below.

THE BOEING COMPANY              TMS, Inc.
(Acting through its division,
Boeing Shared Services Group)
By: /s/ Nancy Davenport         By:  /s/ Richard Scanlan
Title:  Sr. Procurement Agent   Title: VP Internet Products
Date:  1/11/2000                Date:  1/27/00