CORPORATE SOFTWARE LICENSE AGREEMENT
           BETWEEN THE BOEING COMPANY AND TMSSEQUOIA INC.



<PAGE>

                          Table of Contents


RECITALS
1.   DEFINITIONS                                       ....3
2.   TERMS AND CONDITIONS                              ....5
3.   DELIVERY AND RISK OF LOSS                         ....5
4.   INSTALLATION                                      ....7
5.   ACCEPTANCE                                        ....7
6.   PRICES AND PAYMENT                                ....7
7.   TAXES                                             ....8
8.   LICENSE                                           ....8
9.   SOURCE CODE                                       ....11
10.  EVALUATIONA AND TEST SOFTWARE                     ....13
11.  WARRENTIES                                        ....14
12.  GENERAL PERFORMANCE                               ....15
13.  SUPPORT SERVICES                                  ....15
14.  PROPRIETARY INFORMATION                           ....18
15.  INFRINGEMENT                                      ....20
16.  PREMISES INDEMNIFICATION                          ....21
17.  INSURANCE                                         ....22
18.  TERMINATION FOR CONVENIENCE                       ....23
19.  CANCELLATION FOR DEFAULT                          ....23
20.  DELAYS                                            ....24
21.  COMPLIANCE                                        ....24
22.  RECORDS AND AUDIT                                 ....24
23.  PROTECTION OF PROPERTY                            ....25
24.  NOTICES                                           ....25
25.  RELATIONSHIP OF THE PARTIES AND THEIR EMPLOYEES   ....25
26.  DISASTER RECOVERY                                 ....26
27.  GENERAL PROVISIONS                                ....27

<PAGE>  2

                  CORPORATE SOFTWARE LICENSE AGREEMENT
          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:

"The Boeing Company" is defined to include all current or futue
locations of The Boeing Company and any of its affiliates,
divisions, or current or future wholly owned subsidiaries,
including but not limited to McDonnell Douglas Corporation,
Douglas Aircraft and Boeing North American.

"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.

"Critical Program Error" means any Program Error or Key,
whether or not known to Boeing or any of its subsidiaries,
which has or may have substantial adverse impact on the
operations of Boeing or any of its subsidiaries or on use of
the Goods.

<PAGE> 3
"Documentation" means user manuals for the Goods, all addenda,
corrections, and new editions of these materials, and any other
materials, in any form, that Supplier customarily provides to
end-users of the Goods.  Documentation includes, without
limitation, all of the published specifications for the Goods,
as of the date the applicable Purchase Contract takes effect.

"Goods" means all of the Licensed Software, all of the services
performed under the clause entitled "Support Services," and any
other services related to the Licensed Software.

"Key" means any key, node lock, time-out, or other function,
whether implemented by electronic, mechanical, or other means,
which restricts or may restrict exercise of any of the licenses
granted under this Agreement, based on residency on certain
computing equipment, frequency or duration of use, or other
limiting criteria.

"Embodiment" or "Embodiment of the Intellectual Property" means
the Licensed Software and any corrections, updates,
modifications, revisions, or enhancements of the Licensed
Software developed during the term of this Agreement, in both
object code and source code form, and all flow charts, logic
diagrams, programmers' notes, user manuals, listings, and such
other material necessary for the use, upkeep, maintenance, and
modification of all or any portion of the Licensed Software.
Embodiment includes, without limitation, the algorithms,
specifications, or other code or information required to
"unlock," remove, or disable any Key.

"Licensed Software" means the Program and its Documentation.

"Normal Working Hours" means all or any portion of Supplier's
normal prime shift period, Monday through Friday.

"Program" means each and every copy of the computer program or
programs, and all corrections, updates, new releases, and new
versions of such program(s), if any, ordered under this
        Agreement, in any form, whether object or source code.
       "Program Error" means code in any Program or information
       contained in any Documentation, which makes the Licensed
       Software inoperable, or which produces unintended results or
       actions, or which produces results or actions other than those
       described in the Documentation or this Agreement.  Program
       Error includes, without limitation, any Critical Program Error.
       "Purchase Contract" means Boeing's written order or change
       order to Supplier, which references this Agreement, for the
       delivery of Goods.
       "Site" means the entity or geographical location specified in
       the Purchase Contract at which the Goods will be installed and
       used under this Agreement. If "Site" in the Purchase Contract
       is identified as The Boeing Company, the definition of The
       Boeing Company in this Agreement applies.
       "Subcontractor" means any subcontractor, at any tier, or any
       other third party which performs any of Supplier's obligations
       under this Agreement.
       <PAGE>  4
       "Warranty Period" means the ninety (90) days  after acceptance
       of the Goods and any subsequent period during which Supplier
       performs under the clause entitled "Support Services."
       "Version Release" means any Version of the Licensed Software
       that provides one or more of the following:  (i) major new
       software applications or utilites, (ii) significant
       enhancements to previously released applications or utilites,
       and/or (iii) support for new hardware or or software
       architecture.  The version number of a Version Release is
       designated by the first digit of its release number (i.e.
       Licensed Software Version 1.0 designates the first Version
       Release of the "Licensed Software"."Upgrade Release" means any
       version of the Licensed Software or a portion thereof for the
       purpose of providing one or more of the following; (i)
       enhancements to previously released applications or utilities,
       and/or (ii) support for new hardware or software architecture.
       The version number of an Upgrade Release is designated by the
       second digit of its release number (i.e. License Software 2.1
       designates the first Upgrade Release to the second Version
       Release of the Licensed Software.)
       "Update Release" means any version of the Licensed Software or
       a portion thereof for the purpose of providing one or more of
       the following; (i) Error corrections, and/or support for new
       hardware or software architecture.  The version number of an
       Update Release is designated by the third or greater digit of
       its release number (i.e. License Software 2.11 designates the
       first Update Release of the first Upgrade Release to the second
       Versions Release of the Licensed Software".)


2. TERMS AND CONDITIONS
     a.  Terms and Conditions.  This Agreement shall apply to all
       copies of the Licensed Software provided to Boeing, whether by
       Supplier or any of its authorized distributors, dealers, or
       agents.  These terms and conditions shall be perpetual 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.
   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 acknowledgment by Supplier or commencement of
       performance by Supplier.  Opening of a software package or the
       performance of any other act which would otherwise constitute
       acceptance of terms and conditions in Supplier's end user
       agreement shall have no effect whatsoever.  Each Purchase
       Contract shall specify:
       1)   the Licensed Software ordered and the media on which it
            is to be provided;
       2)   the price; and
       3)   the delivery schedule
       <PAGE> 5

   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 AND RISK OF LOSS
   a.  Delivery.  Unless the Purchase Contract specifies a different
       delivery point, all deliveries under this Agreement shall be
       F.O.B. destination.  Title and risk of loss of all of the Goods
       except the Program shall pass to Boeing on delivery.  Only risk
       of loss, not title, of the Program shall pass to Boeing on
       delivery.
   b.  Delivery Schedule.  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.  Supplier shall promptly notify
       Boeing in writing of any delay in delivery, the reasons
       therefore, and the actions being taken by Supplier to overcome or
       minimize the delay.  If requested by Boeing, Supplier shall, at
       Supplier's expense, ship via air or other fast transportation to
       avoid or minimize the delay to the maximum extent possible.
   c.  Packing and Shipment.  Supplier shall prepare and pack the Goods
       to prevent damage and deterioration and comply with carrier
       tariffs.  Charges for preparation for shipment (including packing
       and crating) are included in the price unless separately
       specified in the Purchase Contract.  Supplier shall not include
       vermiculite or other hazardous substance in any packing material
       included with the Goods.

       <PAGE>  6

   d.  Returns.  All returns of rejected or defective Goods, and the
       shipment of repair or replacement parts for the Goods, shall be
       at Supplier's risk and expense.
   e.  Media.  The Licensed Software shall be delivered on the media
       specified in the Purchase Contract.  If no media is specified,
       Supplier will deliver the Licensed Software on the media that
       Supplier customarily provides to end-users of the Goods.

4. INSTALLATION
   a.  Site Preparation.  Prior to delivery of the Goods, Boeing shall
       prepare each Site in accordance with instructions provided by
       Supplier at least thirty (30) days prior to delivery, if
       appropriate.
      b.  Installation.  Unless otherwise specified in the Purchase
       Contract, Boeing shall install the Goods at each Site, using its
       own tools, equipment, and materials. Supplier will install the
       Goods if any special tools, equipment or materials are required
       at no expense to Boeing.
   c.  Secure Facility.  If the Goods are to be installed at a secure
       facility, Supplier shall:
       1)   Prior to beginning the installation work provide Boeing
            with a list (including description quantity and serial
            numbers) of Supplier's tools and equipment to be used in the
            installation work.
       2)   Upon completion of the installation work but prior to
            removal of such tools and equipment from Boeing premises
            notify Boeing of the removal
       3)   Comply strictly with written direction from Boeing
            specifying the schedule and manner for removal.
5. ACCEPTANCE
   a.  Acceptance.  Acceptance of the Goods shall occur when the Goods
       meet all of the requirements of this Agreement, but in no event
       later than thirty (30) days after installation, unless Boeing has
       requested an extension for a commercially reasonable period of
       time for acceptance testing.
   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>  7

6. PRICES AND PAYMENT
   a.  Price.  Any price specified in the Purchase Contract for the
       purchase of Goods is a firm fixed price.  Any price specified
       in the Purchase Contract for the purchase of a license to any of the
       Licensed Software is for a fully paid-up perpetual license under the
       clause entitled "License" and for a fully paid-up contingent source
       code license under any clause entitled "Source Code."
  b.  Payment.  Supplier shall issue a separate invoice for each        .
       delivery.  The invoice however shall not be issued before
       shipment.  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 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
7. 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 state or local sales or use tax, valueadded
       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.

8. LICENSE
   a.  Grant.  With respect to all copies of the Program in object
       code form, and all copies of the Documentation in any form,
       Supplier hereby grants and shall grant to Boeing and its
       subsidiaries and the nonBoeing entities (users) requiring use
       of the Program. a nonexclusive, perpetual, worldwide license
       to:
       1)   Use the Program on any computing equipment within The
            Boeing Company.  This use right includes the right to
            share use of the Program by multiple central processing
            units or by multiple users, provided Boeing tenders the
            applicable license fee, if any, to Supplier.  If the
            anticipated number of users of the Program will exceed the
            number of licenses purchased from Supplier with respect to
            such copies ("Licenses"), Boeing shall have a reasonable
            mechanism or process in place to monitor that the number
            of copies of software installed does not exceed the total
            number of Software Licenses purchased. If the Purchase
            Contract specifies "Site License" no additional license
            fee is required.
            <PAGE>  8

       2)   Transfer the Program between computing equipment.  This
            transfer right includes the right to transfer any copy of
            the Licensed Software between computing equipment at no
            additional cost.
       3)   Make additional copies of the Licensed Software as
            reasonably necessary for backup or archival purposes, or
            for benchmark or other temporary testing.
       4)   Combine the Program with one or more other programs,
            provided any portion of the Program involved continues to
            be subject to the terms and conditions of this Agreement.
       5)   Make, or have made, as many additional copies of the
            Licensed Software as may be required to satisfy Boeing
            requirements within the Site, provided the Purchase
            Contract specifies "Site License."
       6)   Change the form of the Documentation.  This conversion
            right includes the right to edit and reformat any of the
            Documentation.  It also includes the right to convert any
            of the Documentation into machine-readable form, whether
            for on-line or other kinds of electronic access.
       7)   Make, or have made, additional copies of and use the
            Licensed Software, whether at the Site or other locations,
            for the duration of any of the trigger events which give
            rise to a source license under any clause entitled "Source
            Code,". Provided and to the extent this contingent
            reproduction right is exercised, the copies of
         Licensed Software made under it are, and thenceforth will
         be, covered by the license granted under this Agreement.
    8)   This license includes the right to authorize employees or
         agents of Boeing suppliers or subcontractors who are
         performing work for Boeing on Boeing premises to perform
         any of the activities described in subparagraphs (1)
         through (7) above.
         <PAGE>  9
    9)   Boeing entities (users):  Any external non Boeing users
         requiring access to the Program in support of a Boeing
         Project, must accept and agree to Suppliers end user
         license agreement.. Supplier will provide the end user
         license agreement to Boeing.  Boeing will distribute the
         Program.  Boeing will distribute the Supplier end user
         license agreement either as part of an installation
         process of the Program or by any other means, that require
         the displaying and accepting of Suppliers end user license
         agreement by the non Boeing user, prior to access to the
         Program.b. License of Prior Releases or Versions of
         Licensed Software.  Supplier hereby grants Boeing the
         right and option to license a release or version of the
         Licensed Software which it has previously licensed, is
         other than the current release or version, and is no
         longer available from Supplier.  This option may be
         exercised by Boeing through issuance of a Purchase
         Contract, specifying the prior release or version and the
         number of copies, whereupon Supplier hereby grants and
         shall grant Boeing the right to make, or have made, as
         many additional copies of the Licensed Software as may be
         required to satisfy Boeing requirements for the prior
         release or version of the Licensed Software, provided
         Boeing tenders the applicable license fee for each copy to
         Supplier.
c.  Surplus or Disposal.  No license granted under this
   Agreement is transferable except to another party in
    connection with the surplus or disposal of any
    computing equipment, provided the transferee agrees to
    assume and comply with all of Boeing's obligations
    under this Agreement with respect to the Licensed
    Software involved or has a license agreement with
    Supplier covering the Licensed Software.
d.  Object Code.  Boeing is not obligated to keep the Licensed
    Software in object code or written form confidential.  Nothing
    in this Agreement is intended to establish, or should be
    construed as establishing, any kind of confidential
    relationship between Boeing and Supplier with respect to the
    Licensed Software in object code form, regardless of any
    markings, screen displays, or other notices given by Supplier
    at any time.  Boeing shall refrain, however, from any reverse
    compilation, disassembly, or other attempt to obtain the
    Licensed Software in source code form, except in accordance
    with any clause entitled "Source Code."
e.  No Restrictions.  Except for the functions and features
    expressly disclosed in the Documentation, Supplier represents
    and warrants that the Program:

    1)   Contains no hidden files.
    2)   Will not replicate, transmit, or activate itself without
         control of a person operating the computing equipment on
         which it resides.
         <PAGE>  10
    3)   Will not alter, damage, or erase any data or computer
         programs without control of a person operating the
         computing equipment on which it resides.
    4)   Supplier's Commerically Off The Shelf Licensed Software
        (COTS) contains license control mechanisms, (Keys),
            however, any distribution of the Licensed Software to
            Boeing shall contain settings that disable any such
            license control mechanisms (Keys).
            Provided and to the extent the Program has any of the
            foregoing attributes, Supplier further represents and
            warrants that this Agreement and the Documentation
            together provide Boeing with the algorithms,
            specifications, and other code or information required to
            exercise any license granted under this Agreement without
            restriction.  In the event Supplier breaches either of
            these warranties for any reason, and fails to cure the
            breach within the first six hours of its normal prime
            shift period, Monday through Friday, following receipt of
            Boeing's deficiency notice, Boeing may reverse compile,
            disassemble, or otherwise obtain such algorithms,
            specifications, other code, or information from the
            Licensed Software or any other program materials, and then
            may use them to conform or restore the Licensed Software
            to the condition first warranted under subparagraphs (1)
            (4) inclusive.
Misuse of Licensed Software.  In the event Supplier has knowledge, or
has reason to believe, that Boeing is using the Licensed Software
beyond the scope of the license granted under this Agreement, Supplier
shall notify Boeing of the alleged misuse, in writing, in accordance
with the clause entitled "Notices." Upon receipt of such notice, or in
the event Boeing itself has reason to believe that misuse of the
Licensed Software may be occurring, Boeing shall promptly investigate
the alleged misuse, and shall destroy any unauthorized copies of the
Licensed Software, or submit a written request to Supplier for
authorization to continue using some or all of them, and in either
case pay any license fees owed for such copies.  Boeing shall provide
Supplier with a written report which summarizes the results of
Boeing's investigation into the alleged misuse and what actions Boeing
took to correct it.  THIS IS SUPPLIER'S SOLE AND EXCLUSIVE REMEDY FOR
MISUSE OF THE LICENSED SOFTWARE SO LONG AS BOEING PERFORMS ITS
INVESTIGATION AND MAKES PAYMENT TO SUPPLIER IN A TIMELY
FASHION.9.SOURCE CODE
   a.  Contingent Source License.  Supplier hereby grants and shall
       grant Boeing and its subsidiaries a nonexclusive perpetual,
       worldwide source code license in and to the Licensed Software,
       subject to the terms and conditions set forth in this clause.
   b.  Boeing's Rights Prior to Rejection.  Unless and until
       Supplier's trustee in bankruptcy rejects this Agreement as an
       executory contract, Boeing shall have the following rights and
       license with respect to any Program then covered by the clause
       entitled "Support Services."
       (1)   Boeing may request delivery of, and Supplier or its
             trustee shall deliver, the Embodiment of the Intellectual
             Property upon the occurrence of one or more of the
             trigger events described in the paragraph entitled
             "Trigger Events" of this clause.  If the trigger event
             occurs solely on account of a Key, however, the request
             for and delivery of the Embodiment shall be limited to
             the algorithms, specifications, or other code or
             information required to "unlock," remove, or disable the
             Key.
             <PAGE>  11

       (2)   Provided and to the extent Supplier fails to deliver
             those portions of the Embodiment that are Key-related
             within the first eight (8) Normal Working Hours after
             receipt of any delivery request made under subparagraph
             (1) in connection with a Key, or fails to deliver the
             entire Embodiment within the first twenty-four (24)
             Normal Working Hours after receipt of any other delivery
             request made under subparagraph (1), Boeing may reverse
             assemble, decompile, or otherwise reverse engineer all or
             any portion of the Embodiment from any copy of the
             Licensed Software then in its possession.
    (3)   Boeing may use, copy, compile, and prepare derivative
          works based on all or any portion of the Embodiment thus
          obtained in connection with continued exercise of the
          license granted under the clause entitled "License,"
          including, without limitation, correction of Program
          Errors.
c.        Boeing's Rights After Rejection.  As of rejection of
          this Agreement as an executory contract by Supplier's
          trustee in bankruptcy, Boeing shall have the following
          rights and license with respect to any Program,
          regardless of whether it is then covered by the clause
          entitled "Support Services."

    (1)   Boeing may request delivery of, and Supplier or its
          trustee shall deliver, the Embodiment of the Intellectual
          Property upon the occurrence of one or more of the
          trigger events described in the paragraph entitled
          "Trigger Events" of this clause.  If the trigger event
          occurs solely on account of a Key, however, the request
          for and delivery of the Embodiment shall be limited to
          the algorithms, specifications, or other code or
          information required to "unlock," remove, or disable the
          Key.
    (2)   Provided and to the extent Supplier fails to deliver
          those portions of the Embodiment that are Key-related
          within the first eight (8) Normal Working Hours after
          receipt of any delivery request made under subparagraph
          (1) in connection with a Key, or fails to deliver the
          entire Embodiment within the first twenty-four (24)
          Normal Working Hours after receipt of any other delivery
          request made under subparagraph (1), Boeing may reverse
          assemble, decompile, or otherwise reverse engineer all or
          any portion of the Embodiment from any copy of the
          Licensed Software then in its possession.
    (3)   Boeing may use, copy, compile, and prepare derivative
          works based on all or any portion of the Embodiment thus
          obtained in connection with (i) continued exercise of the
          license granted under the clause entitled "License,"
          including without limitation correction of any errors,
          whether or not Program Errors, and (ii) modification or
          enhancement of the Program.
    <PAGE>  12

d.  Trigger Events.  The license granted under this clause is
    granted and vested as of the effective date of this Agreement
    and takes effect automatically upon the occurrence of the
    following events:
    (1)   With respect to any Program covered by the clause
          entitled "Support Services," Supplier fails to correct a
          Critical Program Error, despite response to the Boeing
          trouble report pursuant to that clause.
    (2)   With respect to any Program, whether or not covered by
          the clause entitled "Support Services," Supplier breaches
          any of the warranties set forth in the paragraph entitled
          "No Restrictions" of the clause entitled "License" or in
          the paragraphs entitled "Software Warranties" or
          "Support" of the clause entitled "Warranties," and fails
          to cure the breach in a timely fashion.  Provided and to
          the extent the breach is caused by a Key, however, the
          cure period will be the first six (6) Normal Working
          Hours after receipt of Boeing's deficiency notice. Any
          business interruption, whether temporary or permanent,
          resulting in the failure of suport obligations shall
          constitute a trigger event for purposes of the grant of a
          contingent source code license as referenced in
          subparagraph (a) of the Source
             Code Clause.
     e.  Verification.  At Boeing's request, during Normal Working
       Hours, Supplier shall, in the presence of Boeing
       representatives, compile and test the Program source code for
       Boeing on Supplier's equipment for the purpose of verifying
       that it satisfies the requirements of this clause.
   f.  Source License Term.  The license granted under subparagraph
       (3) of the paragraph entitled "Boeing's Rights Prior to
       Rejection" of this clause will remain in effect for the
       duration of the trigger event which gave rise to it, plus a
       reasonable transition period during which Supplier resumes
       performance of its obligations under the clause entitled
       "Support Services" to Boeing's satisfaction.  Except as set
       forth below, the license granted under subparagraph (3) of the
       paragraph entitled "Boeing's Rights After Rejection" of this
       clause, however, will remain in effect so long as Boeing is
       entitled to use the Program in object code form under this
       Agreement, both during and after the trigger event which gave
       rise to it.  In this event, Boeing may, but need not, resume
       coverage under the clause entitled "Support Services,"
       whereupon the license granted under subparagraph (3) of the
       paragraph entitled "Boeing's Rights After Rejection" of this
       clause will lapse as of Supplier's acceptance of a Purchase
       Contract for the resumed coverage.
       <PAGE> 13

   g.  Employment.  As of the effective date of any source license
       granted under this clause, Boeing may, at its sole discretion,
       solicit for employment and hire any of Supplier's employees who
       are or may be able to assist Boeing in understanding the
       Licensed Software and exercising this license.  Provided and to
       the extent Boeing does so, Supplier hereby releases, and shall
       release, any such employees from any restrictions imposed on
       him or her by any contrary provision in any agreement between
       Supplier and such employees.  In addition, Supplier hereby
       waives, releases, and renounces any claim against Boeing or any
       of its subsidiaries arising out of the solicitation or hiring
       of such employees in accordance with this paragraph.
   h.  Embodiment.  Upon delivery to Boeing by Supplier, the
       Embodiment will be treated as Supplier's Proprietary
       Information under the clause entitled "Proprietary
       Information."
   i.  Irreparable Harm.  Any delay or failure to deliver the
       Embodiment in accordance with this clause will cause Boeing
       irreparable harm.  Likewise, certain disclosures of the
       Licensed Software in source code form will cause Supplier
       irreparable harm.  Either party may plead this acknowledgment
       when and if it seeks equitable relief in connection with this
       Agreement.
10. EVALUATION AND TEST SOFTWARE
    a.  Evaluation Programs.  From time to time during the term of
       this Agreement, Boeing may order, and Supplier may deliver or
       authorize Boeing to make an additional copy of, any Program for
       evaluation or testing, at no charge, subject to the terms and
       conditions set forth in this clause.  (Any Program thus
       obtained is referred to in this clause as an "Evaluation
       Program.")
   b.  Limited License.  Boeing may install and use each Evaluation
       Program for the period specified in the Purchase Contract under
       which it is ordered, and then only on a single computer
       processing unit at the location designated in the Purchase
       Contract.  Promptly after the close of this period, Boeing
       shall destroy the Evaluation Program unless Boeing exercises
       its option under the paragraph entitled "Option to License" of
       this clause.
   c.  Preproduction Software.  Each Evaluation Program ordered and
       obtained by Boeing under this clause for alpha or beta testing
       will be treated as Supplier's Proprietary Information in
       accordance with the clause entitled "Proprietary Information,"
       even though it is or may be provided in object code form.
      d.  Reports.  Boeing may, but need not, prepare and furnish
       Supplier a report, setting forth the results of any alpha or
       beta testing conducted by Boeing under the paragraph entitled
       "Preproduction Software" of this clause.  Each and every such
       report is not intended to be, nor should it be used or
       construed as, any kind of product endorsement by Boeing. <PAGE>
       14

   e.  Indemnity.  Supplier shall use each and every report
       contemplated by the paragraph entitled "Reports" of this clause
       at its own risk.  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 from any such
       report, or the use or disclosure of any of the information
       contained in the report.  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.
   f.  Supplier's Responsibilities.  Every Evaluation Program will be
       furnished to Boeing  "AS IS" and will not be subject to the
       clauses entitled "License," "Source Code," if any, or "Support
       Services," unless and until Boeing exercises its option to
       license it under the paragraph entitled "Option to License" of
       this clause.
   g.  Option to License.  Should Boeing decide to license any
       Evaluation Program, Boeing may issue a Purchase Contract to
       this effect, whereupon it will be considered "Licensed
       Software" and will be subject to the clause entitled "License,"
       along with all of the other terms and conditions of this
       Agreement, except this clause, as of Supplier's acceptance of
       the Purchase Contract.
   h.  No Cost Loan.  Supplier shall loan equipment software or
         other items to Boeing in accordance with the Exhibit
       entitled "No Cost System Loans " if any.
11. WARRANTIES
    a.  Software Warranties.  Supplier warrants the following to
        Boeing and its subsidiaries during the Warranty Period:
1) Media Defects.  The media on which the Licensed Software
             is provided to Boeing shall be free of defects in
             material and workmanship.
        2)   Functions and Features.  The Program shall possess the
              functions and features contemplated by the
             Documentation.
        3)   Performance.  The Program shall perform in accordance
             with the Documentation.
        4)   Program Errors.  The Licensed Software shall be free of
             any Critical Program Errors.
        5)   Date Functions.  The Licensed Software must correctly
             process all dates past Decembr 31, 1999, and all date
             related information and processes.
             <PAGE>  15

        6)   Compatibility.  The Program shall be compatible with the
             operating system, application programs, computing
             equipment, and networks contemplated by the
             Documentation.
        7)   Conformance to Requirements.  The Licensed Software
             shall conform in all respects to all of the requirements
             of this Agreement.
    b.  Availability.  Supplier warrants the following to Boeing and
        its subsidiaries, both during and after the Warranty Period:
        1)   Discontinued Goods.  Supplier shall continue to provide
             support for three (3) years after discontinuance of any
             of the Licensed Software.
        2)   Old Releases.  Supplier shall continue to provide
             support for at least two releases of the Licensed
             Software below the level of the current release.
          For purposes of this paragraph the term "support" means the
          support described in paragraphs (a) and (b) of the clause
          entitled "Support Services."
    c.  Warranty Exclusions.  The warranty coverage under this clause
        does not apply to any defect caused by any negligent act or
        omission of Boeing or by use of the Goods in an operating
        environment not contemplated by the Documentation or this
        Agreement.

12. GENERAL PERFORMANCE
    Supplier represents and warrants that Supplier has the legal right
    to enter into, and perform its obligations under, this Agreement,
    including, without limitation, the right to deliver and grant a
    license with respect to the Goods.
13. SUPPORT SERVICES
    During the Warranty Period, Supplier shall provide the following
    support services at no charge to Boeing.  Thereafter, Supplier
    shall provide the following support services, if ordered under a
    Boeing Purchase Contract, at a price to be mutually agreed upon.
    Such price shall, in no event, exceed Supplier's standard price
    for the provision of support services.
    a.  Software Maintenance.  Boeing has the option of purchasing
        Premium Maintenance or Standard Annual maintenance. Supplier
        shall maintain the Licensed Software in accordance with the
        chosen Software Maintenace plan as indicated on the Boeing
        Purchase Contract and under the terms and conditions of Clause
        12 Support Services of this Agreement. SubClauses b f of this
        Clause apply to both the Premium and Standard Annual
        Maintenance.
<PAGE>  16

Premium Maintenace if purchased:  This maintenance shall include, as a minimum,
the annual delivery to Boeing of all corrections, Version Releases, Upgrade
Releases and Update Releases, together with all accompanying Documentation,
promptly after final testing, but in no event later than three (3) days after
the date made available to Supplier's general customer base.  These annual
deliveries will be made by Supplier at no charge.  From time to time, however,
Boeing may request and Supplier shall make additional deliveries, subject to
reimbursement by Boeing of Supplier's shipping and handling costs.  Boeing may,
but need not, use any, some, or all of the corrections, updates, new releases,
or new versions of the Program delivered under this clause.  Premium Maintenance
shall not include devliery of any releases containing royality-bearing thrid
party tecyhnology such as OCR.  At Boeing's request, Supplier shall work with
Boeing and the third party supplier to negotiate a license for any royality
bearing third party technology.  . Premium maintenance is at 15% of the total
acquired Program fee paid by Boeing.
Standard Annual Maintenance if purchased:  This maintenance shall include, as a
minimum, the annual delivery to Boeing of all corrections Update Releases and
discounted upgrades to new Version Releases and Upgrade Releases together with
all accompanying Documentation, promptly after final testing, but in no event
later than three (3) days after the date made available to Supplier's general
customer base.  These annual deliveries will be made by Supplier at no charge.
From time to time, however, Boeing may request and Supplier shall make
additional deliveries, subject to reimbursement by Boeing of Supplier's shipping
and handling costs.  Boeing may, but need not, use any, some, or all of the
corrections, updates, new releases, or new versions of the Program delivered
under this clause. Standard Annual Maintenance is provided at an annual flat fee
for each license purchased.
Supplier is required, provided Boeing purchases Premium or Standard Annual
Maintenance, to maintain the uniquely developed Boeing "mime type" in the
current and all future Version Releases, Upgrade Releases and Update Releases at
no additional cost. Supplier shall have the right, at its sole discretion, to
futher enhance or change the methods incorpoated into their Program, modify
existing features in the Program or add additional features to the Program
provided Supplier ensures that the backward compatibity with the Boeing funded
development is maintained in any future Program Version Release, Upgrade Release
and Update Release.  Boeing may, at its discretion, adopt any new enhancements
or use any new methods provided in future versions of the Program and relieve
Supplier of the backward compatibilty requirement. Such relief must be in
writing from Boeing to Supplier as defined in Clause 23 Notices.
   b.  Hot Line.  Supplier shall maintain a telephone "hot line" with
       which Boeing can report Program Errors to Supplier twenty-four
       (24) hours a day, seven (7) days a week, or obtain ongoing
       technical assistance as may be required for Boeing to
       understand and use the Licensed Software.  The hot line shall
       be available for live communication during Normal Working
       Hours.  If unable to provide live communication for all or any
       portion of the remaining twenty-four (24) hours a day, Supplier
       shall provide a telephone message recording device which will
       effectively record Boeing's reports.
   c.  Classification of Program Errors.  Supplier shall correct any
       Program Error which becomes known to it, in accordance with the
       severity of the Program Error involved and its actual or
       potential impact upon Boeing operations.  Boeing shall inform
       Supplier of these facts when making its trouble report.
       Boeing reserves the right to reclassify any Program Error as a
       Critical Program Error, or vice versa, at any time.  The fact
       that a Program Error is not classified as a Critical Program
       Error, however, shall in no way prejudice Boeing's rights or
       remedies under this Agreement.
       <PAGE>  17
   d.  Response.  Supplier shall respond to every Boeing trouble
       report, as follows, commencing upon receipt of Boeing's trouble
       report:
       1)   Error Reporting.  Within the first four (4)  Normal
            Working Hours, Supplier shall provide telephone
            consultation to Boeing.
       2)   Non-Critical Program Errors.  For Program Errors other
            than Critical Program Errors, Supplier shall use its best
            efforts to correct them, either through the development
            and provision of corrective code for the Program, or
            corrective addenda or substitute pages for the
            Documentation, or both.  Supplier shall promptly replace
            any "work-around," "patches," or other temporary
            correction provided to Boeing in response to a Program
            Error with permanent correction, and in any event shall
            include such permanent correction in the next release of
            the Licensed Software.
       3)   Critical Errors.  For Critical Program Errors other than
            a Key, Supplier shall respond in the same manner as that
            described in the preceding paragraph, but shall deliver a
            suitable "work-around," "patch," or other temporary
            correction suitable to restore lost functionality and
            performance within the first twenty-four (24) Normal
            Working Hours.  For a Key, Supplier shall "unlock,"
            remove, or disable the Key, or shall provide Boeing with
            the algorithms, code, specifications, or other means to do
            so, within the first six (6) Normal Working Hours.
       4)   Extraordinary Circumstances.  If Supplier encounters
            unforeseen circumstances which delay or make it impossible
            for Supplier to perform the obligations set forth above,
            Supplier shall cooperate with Boeing to provide
            appropriate work-arounds, interim support, onsite
            personnel, or other remedial measures commensurate with
            the severity and impact of the Program Error.
Failure by the Supplier to restore lost functionality and performance
within the applicable period set forth above, or any longer period
prescribed by the Authorized Boeing Representative, is a failure to
perform under this clause, and constitutes a trigger event under the
paragraph entitled "Trigger Events" of any clause entitled "Source
Code."
   e.  Other Users.  Should Supplier learn of a Program Error from any
       user other than Boeing or one of its subsidiaries, Supplier
       shall notify Boeing of the Program Error and its potential
       impact on Boeing operations promptly, and shall respond in
       accordance with the procedure described in the paragraph
       entitled "Response" of this clause, as if the Program Error was
       reported by Boeing.
   f.  Support for Corrections toVersion Releases, Upgrade Releases
       and Update Releases. .  Any modifications to Documentation,
       additional Documentation, training, or technical assistance
       required for, or on account of, the installation of any
       corrections toVersion Releases, Upgrade Releases, and Update
       Release of the Program shall be provided promptly by Supplier.
       <PAGE>  18

   g.  Diagnostic Data.  From time to time, Supplier may request, and
       Boeing shall furnish (to the extent it has the legal right to
       do so), certain data generated by the Program, as reasonably
       required by Supplier to perform its obligations under this
       clause.  Such data will be treated as Boeing's Proprietary
       Information in accordance with the clause entitled "Proprietary
       Information" regardless of the markings, screen displays, or
       other notices provided, or not provided, on or in conjunction
       with such data.
   h.  Supplier shall provide Boeing one (1) year notice of intent to
       discontinue maintenance on any particular version of Licensed
       Software.
   i.  Should Supplier choose to consolidate, merge, rename, split,
       repackage etc., the Licenses Software currently being used by
       Boeing, with any other software products it licenses, for
       whatever reason, Boeing will not be required to pay any
       additional maintenance fees, or the increased license fees, due
       to the consolidation, merge, rename, split or repackaging, fee
       for the acquisition of future licenses. If Boeing has requested
       the consolidation, merge, rename, split, repackage etc.,
       Supplier and Boeing will mutually agree at the time of the
       consolidation on the approprieate increased fee.  Should Boeing
       choose to accept the consolidated, merged, renamed, split,
       repackaged software Boeing would accordingly pay the higher
       price.

14. PROPRIETARY INFORMATION
    a.  Definition.  For purposes of this Agreement, the term
        "Proprietary Information" means code or information which
        relates to and is disclosed by one party (the "originating
        party") to the other party (the "receiving party") in
        connection with a Purchase Contract or other matter within the
        scope of this Agreement (hereinafter referred to as the
        "Project"), provided that, when disclosed, such information is
        in written or other permanent form (a "permanent record")
    and is identified as proprietary to the originating party by
    clear and conspicuous markings.  Any such information in
    another form when disclosed shall be considered Proprietary
    Information only if and to the extent the originating party
    informs the receiving party of the proprietary nature of the
    information prior to the disclosure, and thereafter creates a
    permanent record of the disclosure, as described above, and
    delivers it to the receiving party promptly but in no event
    more than thirty (30) days after the original disclosure.
    Proprietary Information includes, without limitation, code or
    information contemplated by any clause entitled "Source Code,"
    the paragraph entitled "Preproduction Software" of the clause
    entitled "Evaluation and Test Software," and the paragraph
    entitled "Diagnostic Data" of the clause entitled "Support
    Services."  Proprietary Information does not include the
    Program in object code form or the Documentation.
b.  Disclosure and Use.  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.  Except for the Licensed Software
    in source code form, these obligations will terminate three
    (3) years after receipt.  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> 19
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>  20
    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.
15. INFRINGEMENT
    a.  Indemnity.  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.  The foregoing notwithstanding,
        Supplier shall not be liable to Boeing for Boeing's
        consequential damages or lost profits as a result of any
        permanent injunction referred to in the paragraph entitled
        "Cancellation of License" below.  Boeing shall give Supplier
        notice of all Claims made against Boeing or any of its
        subsidiaries and shall cooperate with Supplier (at Supplier's
        expense) in the defense or settlement of such Claims.  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.
    b.  Exclusions.  The paragraph entitled "Indemnity" of this clause
        does not apply to any Claim arising out of the unauthorized
        modification, combination, operation, or use of the Goods by
        Boeing or any of its subsidiaries, to the extent the Claim
        would not have arisen had such modification, combination,
        operation, or use not occurred.
    c.  Cure.  As soon as Supplier or Boeing has reason to believe a
        Claim is likely to be made against Boeing or any of its
        subsidiaries, Supplier shall, promptly and at its sole
        expense, use its best efforts to settle, avoid, or otherwise
        cure the Claim by one of the following procedures:
        1)   Obtain a license for Boeing and its subsidiaries to
             continue using the Goods giving rise to the Claim in
             accordance with this Agreement.
        2)   Modify such Goods to make them noninfringing, while
             maintaining the equivalent or better functionality,
             features, and performance.
        3)   Replace such Goods with a noninfringing product, either
            from Supplier or another supplier, having the equivalent
               or better functionality, features and performance.
<PAGE>  21

The procedures are set forth above in order of precedence.  Supplier shall
pursue each of these procedures in the order stated until the cure is
accomplished.  Boeing reserves the right, however, to direct Supplier to attempt
these procedures in a different order, in the interest of minimizing the adverse
impact of the cure on Boeing operations.  These obligations are in addition to,
not in lieu of, Supplier's obligations under the paragraph entitled "Indemnity"
of this clause, and any other remedy provided at law or in equity.
    d.  Cancellation of License.  If, despite its best efforts to do
        so, Supplier is unable to effect a cure under the paragraph
        entitled "Cure" of this clause, and a permanent injunction
        ordering Boeing and its subsidiaries to cease further use of
        the Goods is issued by a court of competent jurisdiction,
        either party may cancel the Purchase Contract under which the
        Goods were ordered, either in whole or in part, whereupon
        Boeing may return all or any portion of the Goods to Supplier
        for a full refund.  Any license granted under this Agreement
        with respect to the returned Goods will terminate as of the
        effective date of the cancellation.  This remedy is in
        addition to, not in lieu of, Supplier's obligations under the
        paragraph entitled "Indemnity" of this clause, and any other
        remedy provided at law or equity.
16. 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, claims of the 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 establishing the right to indemnification, whether
        or not specifically awardable under any court rules, arising
        out of or in any way related to the performance of the
        Agreement 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 Premises
        Claims arise from any negligent act or omission or willful
        misconduct of Supplier or 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.
    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.
<PAGE>  22


17.     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.
    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.
    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. 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 to the Authorized Boeing
             Representative for 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.
    <PAGE>  23
18. TERMINATION FOR CONVENIENCE
    a.  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
        dateSupplier shall (i) stop work under the Purchase Contract
        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.
    b.  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 obligatons 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.


19. 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; except that for breaches of the clauses entitled
        "Delivery and Risk of Loss" or "Warranties," the defaulting
        party shall have ten (10) days to cure 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.
        <PAGE>  24

    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.
20. 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.

21. 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 52.222-26 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>  25


22. 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 such data available to Boeing for
examination, reproduction, and audit.

23. 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 this Agreement.

24. 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                 TMS, Inc.
Supplier Management & Procurement  206 W. 6th Avenue
P. O. Box 3707   M/S               Stillwater, OK  74074
Seattle, WA  98124-2207            Attn:  Shari McClure -
                                   Product Manager
Attention:
25. 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.  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.
    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.
    c.  Employees.  Supplier's employees who perform Supplier's obligations
        under this Agreement shall at all times be and remain employees of
        Supplier, not

        <PAGE>  26
        employees of Boeing.  Supplier shall pay Supplier's employees, and shall
        ensure that each of its Subcontractors pays its employees, all wages,
        salaries, overtime, and other amounts due to such employees. 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, and
        employee benefit plans.

    d.  Non-Solicitaiton - Except for the conditions set forth in Clauses #18
        Termination for Convenience and #19 Cancellation for Default, of this
        Agreement, during the term of this Agreement and for a period of six (6)
        months thereafter, both Boeing and Supplier agree not to solicit for
        hiring, nor attempt to solicit, the services of any employee of the
        other without prior written consent. Any breach of this provionsion
        shall entitle the injured party to recover liquidated damages against
        the other equal to the expected recruiting and training costs for a
        replacement person which the parties agree shall be considered to be
        seventy-five percetn (75%) of the applicable person's annual
        compensation.

Employees may on their own accord, provided netiher party has directly solictied
the employee, change jobs between Boeing and Supplier and neither Boeing or
Supplier will unfairly prevent that employee from changing employers.

26. 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.

27. 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.  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 annual report, provided Boeing is
        not the sole customer listed.
<PAGE>  27


    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 shall 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.
    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.


<PAGE>  28

    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.

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 P. Scanlan
Title: Sr. Procurement Agent    Title: VP Internet Product
Date: 1/10/2000                 Date: 1/27/2000


<PAGE>  29