<PAGE>   1

                                                                   Exhibit 10.15

                        PRODUCTS USE AND GENERAL SERVICES

                                    AGREEMENT


         This Agreement dated as of this 1st day of August, 1994 is entered
into by and between Clear with Computors, Inc., 1983 Premiere Drive, P.O. Box
4459 Mankato, Minnesota, 56002-4459, a corporation of the State of Minnesota,
hereinafter called "CWC", and General Motors Corporation, 3044 West Grand
Boulevard, Detroit, Michigan 48202, a corporation of the State of Delaware,
hereinafter referred to as "GM".

         WHEREAS GM has heretofore acquired the services of CWC in developing
electronic sales and training systems.

         WHEREAS CWC is now willing to develop, and GM is willing to procure, an
electronic sales and training system known as GM PROSPEC and related Products
and Services pursuant to the terms and conditions of this Agreement.

         NOW THEREFORE, in consideration of the premises, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by CWC and GM, it is hereby agreed as follows:

1.       DEFINITIONS. The following terms shall have the indicated meanings when
         used with initial capital letters in this Agreement or any Statements
         of Work entered into hereunder.

         (a)      "APPLICABLE SPECIFICATIONS" shall mean the functional,
                  performance, operational and compatibility characteristics of
                  the Product(s) as more fully set forth in the Statement of
                  Work.

         (b)      "ACCEPTANCE DATE" shall mean the date when all necessary
                  Documentation has been received, and the Product(s) have
                  successfully completed any relevant "Acceptance Test(s)"
                  conducted pursuant to a Statement of Work.

                                      -1-

<PAGE>   2


         (c)      "ACCEPTANCE TESTS" shall mean the tests developed in
                  accordance with a Statement of Work used to demonstrate that
                  the Products perform in accordance with the Applicable
                  Specifications.

         (d)      "GM PROSPEC" shall mean the GM Sales Assistance Manager
                  Product as more fully described in the Statement of Work.

         (e)      "PRODUCTS" shall mean GM PROSPEC and such other computer
                  programs including, where applicable, object code (including
                  micro-code), source code, Documentation and any refinements,
                  enhancements, modifications, revisions, derivative works,
                  updates or releases related thereto, provided by CWC pursuant
                  to this Agreement.

         (f)      "DOCUMENTATION" shall mean Applicable Specifications, user
                  manuals, training materials, product descriptions, technical
                  manuals and supporting materials, and other printed
                  information relating to the Products, whether fully or
                  partially completed or distributed in print, electronic, or
                  video format, provided by CWC pursuant to this Agreement.

         (g)      "SERVICES" shall include, but not be limited to, consulting,
                  development, installation, training, support and maintenance
                  services, as the case may be, provided or to be provided by
                  CWC as more fully described in a Statement of Work.

         (h)      "STATEMENT(S) OF WORK" shall mean the documents substantially
                  in the format contained in Exhibit 1(h) which are mutually
                  agreed upon by the parties describing the detailed obligations
                  of the parties with respect to a Project.

         (i)      "PROJECT" shall mean an undertaking by CWC to develop a
                  Product(s) for GM.

         (j)      "COMPETITOR OF GM" shall be any entity doing business as a
                  motor vehicle manufacturer, assembler, or distributor anywhere
                  in North America, which entity, if required to report same,
                  would report revenues in any Standard Industrial
                  Classification Industry code or product class code published
                  by the Census Bureau ("SIC Code") in which GM is then
                  reporting revenues in the area of motor vehicle manufacturing
                  and assembly. As of the effective date of this Agreement GM is
                  reporting revenues in the following SIC Codes in the area of

                                      -2-

<PAGE>   3


                  motor vehicle manufacturing and assembly (37111, 37116, 37117,
                  37118, 37119, 5012). Provided that the companies listed on
                  Exhibit 1(j) which are current clients of CWC reporting
                  revenues in SIC Code 37117, 37118, and 37119 shall not be
                  considered Competitors of GM for the medium and heavy duty
                  truck business covered by those SIC codes.

         (k)      "AUTHORIZED PURCHASING PERSONNEL" shall mean the members of
                  GM's Worldwide Purchasing and does not include GM's Project
                  Manager and, with respect to CWC, an executive identified by
                  CWC other than the CWC Project Manager.

         (l)      "PURCHASE ORDER" shall mean an order by GM which includes
                  terms and pricing which have been negotiated by Authorized
                  Purchasing Personnel of GM and CWC and references this
                  Agreement and a Statement of Work, and shall be effective upon
                  execution by a CWC Authorized Purchasing Personnel. "Purchase
                  Order" does not include any preprinted terms not expressly
                  negotiated by the parties and reference to this Agreement on
                  an Purchase Order shall be deemed to delete all standard terms
                  and conditions of GM's purchase order form, if such form is
                  used to transmit an Purchase Order, and all standard terms and
                  conditions found on CWC's acknowledgement form, if such form
                  is used to acknowledge a Purchase Order.

         (m)      "PROPRIETARY INFORMATION" shall mean information that relates
                  to the subject matter of this Agreement (i) which is in
                  written or other tangible form and is clearly and
                  conspicuously marked as confidential and proprietary or its
                  equivalent by the party which provides it to the other party,
                  or (ii) if disclosed in oral, visual or other non-written
                  form, is reduced to writing by the disclosing party and
                  transmitted to the recipient party, clearly and conspicuously
                  marked as confidential and proprietary within thirty (30) days
                  after such disclosure.

         (n)      "ORIGINAL INTENDED PURPOSE" shall mean the use of the
                  Product(s) for the purpose of helping Users learn about, sell
                  and/or buy products manufactured, distributed or sold by GM.

         (o)      "USER(S)" shall mean any GM employee, dealer, dealer
                  salesperson, customer, vendor or supplier who is authorized
                  under this Agreement to use Product(s) and who is operating at
                  retail, wholesale or any other level of distribution and

                                      -3-

<PAGE>   4


                  is marketing, selling and/or buying products manufactured,
                  distributed or sold by GM.

         (p)      "DATA" means product data, algorithms or other product
                  information provided by GM for incorporation into Product(s).

2.       SCOPE OF AGREEMENT AND ORDER OF PRECEDENCE

         (a)      SCOPE OF THIS AGREEMENT. This Agreement embodies the terms and
                  conditions negotiated by the parties which shall apply to each
                  Purchase Order or Statement of Work placed hereunder.

         (b)      ORDER OF PRECEDENCE. The parties intend that the provisions of
                  each Statement of Work and Purchase Order will be consistent
                  with those contained in this Agreement. However, in the event
                  such construction is not possible, the terms and conditions of
                  this Agreement shall prevail over those in the Statement of
                  Work (except where this Agreement has specifically stated that
                  the Statement of Work takes precedence) or Purchase Order and
                  the terms and conditions of a Statement of Work shall prevail
                  over those in a Purchase Order unless the conflicting
                  provision: in a Statement of Work or Purchase Order expressly
                  references the provision herein or in a Statement of Work to
                  be superseded or modified, and unless such Statement of Work
                  or Purchase Order has been signed by both GM and CWC
                  Authorized Purchasing Personnel.

3.       PROVISION OF PRODUCTS AND SERVICES.

         (a)      GENERAL. CWC understands and acknowledges that any GM entity
                  may obtain Products and Services in accordance with this
                  Agreement.

         (b)      TIME AND MATERIALS SERVICES. Subject to a Statement of Work,
                  if available from CWC, GM may obtain on a time and materials
                  basis from CWC certain consulting, development and other
                  Services (excluding maintenance and support Services) agreed
                  upon by the parties in accordance with the following terms and
                  conditions:

                  (i)      GM may specify on a Purchase Order the number and
                           names or skill levels of CWC employees ("Employees")
                           required to perform Services.

                                      -4-

<PAGE>   5


                           In the event GM requests replacement of an Employee
                           or a proposed Employee, CWC shall, within ten (10)
                           working days of receipt of such notification from GM,
                           provide a substitute Employee of sufficient skill,
                           and training to perform the applicable Services. In
                           the event GM requests replacement of any Employee
                           within the first ten (10) days of such Employee's
                           commencement of Services, GM shall not be required to
                           pay for Services provided by such Employee and CWC
                           shall refund to GM all amounts paid for such
                           Employee's Services. If GM otherwise requests
                           replacement of an Employee, GM shall not be required
                           to pay for and shall be entitled to a refund of any
                           sums paid to CWC for such Employee's Services from
                           the date of GM's requested replacement of such
                           Employee.

                  (ii)     CWC shall not replace any Employee, who has been
                           designated as a key Employee by GM ("Key Employee")
                           then currently performing Services without GM's
                           consent until the Statement of Work or Purchase Order
                           pursuant to which such Key Employee is providing
                           Services expires or is terminated. Notwithstanding
                           the foregoing, CWC may replace any Key Employee for
                           reasons relating to the Employee's termination with
                           CWC, promotion, illness, death, or causes beyond
                           CWC's control.

                  (iii)    GM shall reimburse CWC for the reasonable direct
                           expenses (excluding overhead and fringe benefits) of
                           its Employees incurred in the performance of Services
                           if requested in advance and approved by GM. Expenses
                           related to travel, lodging, and meals shall be
                           reimbursed in accordance with GM's guidelines for its
                           own employees, as set forth in Exhibit 3(b)(iii).

                  (iv)     CWC shall maintain records, for a period of three (3)
                           years following the performance of time and materials
                           Services, which adequately substantiate the
                           applicability and accuracy of charges for such
                           Services and related expenses to GM and shall, upon
                           receipt of reasonable advance notice from GM, produce
                           such records for audit by GM.

                  (v)      Purchase Orders for Services provided or to be
                           provided under this Section may be canceled with a
                           thirty (30) day notice without charge or penalty,
                           upon written notice to CWC.

                                      -5-

<PAGE>   6


         (c)      SERVICES IN GENERAL. In connection with the performance of any
                  Services pursuant to this Agreement:

                  (i)      CWC warrants and agrees that Employees shall have
                           sufficient skill, knowledge, and training to perform
                           the Services and that the Services shall be performed
                           in a professional and workmanlike manner in
                           accordance with the highest reasonable commercially
                           applicable standards of the computer software
                           development industry.

                  (ii)     Employees performing Services in the United States
                           must be United States citizens or lawfully admitted
                           in the United States for permanent residence or
                           lawfully admitted in the United States holding a visa
                           authorizing the performance of Services on behalf of
                           CWC.

                  (iii)    CWC shall require all persons providing Services on
                           behalf of CWC, when at a GM location, to comply with
                           all applicable regulations and policies of GM
                           including, but not limited to, security regulations.

                  (iv)     CWC shall provide for and pay the compensation and
                           other benefits of Employees including, but not
                           limited to, salary, health, accident and workers'
                           compensation benefits and shall pay all taxes and
                           contributions which an employer is required to pay
                           relating to the employment of employees.

         (d)      TIME OF PERFORMANCE. To the extent provided in a Statement of
                  Work, time is hereby expressly made of the essence with
                  respect to the specific items so provided for in the Statement
                  of Work. Therefore, to the extent necessary with respect to a
                  specific project, GM and CWC shall consider the use of
                  liquidated damages to help ensure timely performance.

4.       PROJECT MANAGEMENT. For each Project, CWC and GM shall each designate a
         project manager (the "Project Managers") who shall have the
         responsibilities set forth herein and otherwise agreed upon by the
         parties in the Statement of Work. Each Project Manager shall be
         responsible for providing timely management decisions as required or
         requested relating to the Project. The CWC Project Manager shall
         provide to the GM Project Manager a written report of the status of the
         Project as set forth in the

                                      -6-

<PAGE>   7


         Statement of Work. GM may also designate Divisional Representatives to
         work with CWC on a specific Project.

5.       APPROVAL OF DELIVERABLES. The CWC Project Manager shall submit each
         item or task to be performed by CWC which must be approved by GM or
         performed to the satisfaction of GM ("Deliverable") to the GM Project
         Manager on or before the mutually agreed delivery date. within the time
         frame mutually agreed upon by the parties in the Statement Of work, GM
         shall approve or disapprove the Deliverable by providing written notice
         to CWC. Any disapproval shall describe the ways in which the
         Deliverable is unacceptable to GM and what corrections or improvements
         are required by GM. CWC shall resubmit the Deliverable to GM for
         approval as set forth herein, modified in accordance with GM's
         directions, within the mutually established cure period. GM may extend
         the period of time for resubmission of the Deliverable if CWC submits a
         written request setting forth the specific reasons why CWC cannot
         comply with the requirements together with a schedule of when CWC will
         be able to resubmit the Deliverable. The parties agree that in order to
         expedite the approval process, CWC may submit draft versions of a
         Deliverable prior to the required date for the informal comment of the
         GM Project Manager and any other relevant GM personnel. By approving a
         Deliverable, GM represents only that it has reviewed the Deliverable
         and detected no errors or omissions sufficient enough to warrant the
         withholding or denial of payment, if any, for such Deliverable. GM's
         approval of a Deliverable does not discharge CWC's obligation to
         provide a completed Product that as a whole conforms to the Applicable
         Specifications.

6.       ACCEPTANCE OF PRODUCT(S).

         (a)      DELIVERY AND INSTALLATION. Immediately upon the completion of
                  each phase of a Project excluding maintenance services
                  enumerated and described in the Statements of Work, CWC shall
                  deliver the Product(s) and/or deliver all Documentation and
                  other materials required to be provided under such phase
                  including the Program Report provided for in Section 4
                  hereof). CWC shall notify GM when products are ready for
                  testing by GM.

         (b)      ACCEPTANCE TESTS. Within the time frame as set forth in the
                  Statement of Work after receipt of such notice, GM shall
                  perform the Acceptance Tests of the Product(s). In addition,
                  if applicable, upon completion of final phase of a Project,
                  the Acceptance Tests shall be performed on all products
                  comprising a

                                      -7-

<PAGE>   8


                  Project as a whole in order to determine whether the
                  integration of the Product(s) and any necessary equipment
                  meets the Applicable Specifications and Acceptance Test
                  completion criteria for the Project set forth in the Statement
                  of Work and operates with internal consistency. If the
                  Products fail to meet any applicable Acceptance Tests, GM
                  shall forthwith notify CWC, and CWC shall, within the time
                  period set forth in the Statement of Work hereto, modify or
                  improve the Product(s) delivered to GM to ensure that the
                  Product(s) and the Project as a whole meet the Acceptance
                  Tests. GM shall thereafter have an additional test period of
                  equal duration to reconduct the Acceptance Tests. After a
                  reasonable number of acceptance tests failure of the
                  Product(s) to meet the aforesaid specifications and
                  performance standards after the additional set of Acceptance
                  Tests shall constitute a default by CWC under Section 14
                  hereof.

         (c)      ACCEPTANCE. GM shall notify CWC upon the Acceptance Date which
                  shall constitute Acceptance of the Products.

7.       CHARGES, PRICES, AND FEES FOR PRODUCTS AND SERVICES.

         (a)      DETERMINATION. Charges, prices, and fees ("Charges") and
                  discounts, if any, for Products and Services related to each
                  Project shall be determined as set forth in the applicable
                  Statement of Work, in a Purchase Order, or as otherwise agreed
                  upon by the parties, unless modified as set forth herein, in
                  no event shall Charges exceed CWC's then current established
                  Charges.

         (b)      MODIFICATION TO CHARGES. Except as otherwise provided in the
                  Statement of Work, CWC shall provide to GM at least sixty (60)
                  days' prior written notice of a change in an established
                  Charge for Products or Services.

                  (i)      Except as otherwise set forth herein, any increase in
                           a Charge 9a) shall not occur during the first twelve
                           (12) months of this Agreement, during the term of the
                           applicable Purchase Order or during the specified
                           period for performance of Services, whichever period
                           is longer, or occur more than once annually
                           thereafter, and (b) shall not exceed the percent
                           increase in the Consumer Price Index, U.S. city
                           Average, All Items published by the Bureau of Labor
                           Statistics of the United States

                                      -8-

<PAGE>   9


                           Department of Labor "CPI" during the most recent
                           calendar year for which the CPI is available.

                  (ii)     All Purchase Orders issued by GM prior to the end of
                           the required notice period will be honored at the
                           then current Charges so long as the scheduled
                           delivery date of the applicable Products or Services
                           is within ninety (90) days after the effective date
                           of the increase.

         If CWC's established Charge on the scheduled delivery date is lower
         than the established Charge for such Product or Service stated in the
         applicable Purchase Order, then GM shall be entitled to obtain such
         Product or Service at such lower Charge, less any applicable discount.

         (c)      PAYMENT. Payment by GM of the purchase price of Products or
                  Services for each Project shall be made to CWC in accordance
                  with the applicable Statement of Work. Provided, however, that
                  all payments for Product development Services shall be made to
                  CWC only upon successful completion of milestones and/or
                  deliverables for a Project, unless the GM Authorized
                  Purchasing Personnel specifically agrees otherwise. Payment
                  terms are Net 25th Prox. and payment will be made by
                  Electronic Data Interchange to the extent CWC qualifies for
                  such in accordance with GM" established policies and
                  procedures.

         (d)      INVOICES. A "correct" invoice shall contain (i) CWC's name and
                  invoice date, (ii) the specific Purchase Order number, (iii)
                  description, price, and quantity of the Products or Services
                  actually delivered or rendered, (iv) credits (if applicable),
                  (v) name (where applicable), title, phone number, and complete
                  mailing address of responsible official to whom payment is to
                  be sent. A correct invoice must be submitted to the
                  appropriate invoice address listed on the Purchase Order.

         (e)      TAXES. Unless GM provides CWC with a valid tax exemption
                  number or as otherwise provided herein, GM shall pay directly
                  or reimburse CWC for all taxes, assessments, permits, and
                  fees, however designated, which are levied upon this Agreement
                  or the Products and Services, or their use, excluding
                  franchise taxes and taxes based upon CWC's income.

                                      -9-

<PAGE>   10


         (f)      RIGHT TO AUDIT. CWC hereby grants to the GM Audit Staff or
                  independent Auditors a right to audit direct labor hours and
                  expenses related to work authorized under this Agreement. CWC
                  shall maintain a separate account which shall be subject to
                  such audit by GM at any time during the progress of work and
                  after completion of work upon two (2) business days notice.
                  CWC further agrees to maintain the records in a manner to
                  facilitate an audit and agrees that such audit may be used as
                  a basis for settlement of charges for work authorized under
                  this Agreement.

8.       PROVISION OF MOST FAVORABLE TERMS. Except as otherwise agreed in a
         Statement of Work or in a fixed price contract, CWC warrants and agrees
         that each of the Charges, terms, warranties, or benefits granted to GM
         pursuant to this Agreement or in any Purchase Order are comparable to
         or better than the equivalent Change, term, warranty, or benefit being
         offered by CWC to any customer of CWC for similar services under
         similar conditions. If CWC shall enter into arrangements with any
         customer of CWC (except the United States Government) providing for
         such similar more favorable Charges, terms, warranties, or benefits,
         then this Agreement or the applicable Purchase Order or Statement of
         Work shall thereupon be deemed amended to incorporate the more
         favorable Charges, terms, warranties, or benefits and CWC shall
         immediately notify GM of such more favorable Charges, terms,
         warranties, or benefits.

9.       CHANGE ORDERS.

         (a)      CHANGE REQUESTS. The GM Project Manager shall immediately
                  notify the CWC Project Manager in writing of changes that will
                  expand or reduce the scope of a Purchase Order or alter the
                  Applicable Specifications. CWC Authorized Purchasing Personnel
                  shall notify GM Authorized Purchasing Personnel in writing as
                  soon as practicable of technical problems/events/new
                  information/program changes that could result in an increase
                  or decrease in costs or dates. A log of such change requests
                  is to be maintained by the CWC Project Manager and the GM
                  Project Manager.

         (b)      IMPLEMENTING CHANGES. If GM and CWC desire to make such
                  changes described above, CWC Authorized Purchasing Personnel
                  will document the change and provide a written proposal for
                  incorporating the change with supporting information to the GM
                  Authorized Purchasing Personnel for

                                      -10-

<PAGE>   11


                  consideration. Approval of both GM and CWC Authorized
                  Purchasing Personnel must be obtained in writing in order to
                  implement the changes necessitating the changes in costs,
                  changes in schedules, or changes to Deliverables. The
                  Statement of Work will be amended by GM and CWC Authorized
                  Purchasing Personnel to reflect the agreed upon changes. No
                  agreements or actions communicated during a technical contact
                  shall change the responsibilities, cost, schedules, or
                  requirements of the Statement of Work to either party, unless
                  reduced in writing and signed by both GM and CWC Authorized
                  Purchasing Personnel.

10.      NONCOMPETITION. During the performance of this Agreement, CWC agrees
         not to perform any Services or provide any Product(s), directly or
         indirectly through third parties, for any Competitor of GM, unless
         bidding for Products or Services against other suppliers who are not so
         constrained.

11.      LICENSE OF PRODUCT(S); OWNERSHIP OF DOCUMENTATION.

         (a)      Upon Acceptance of the Product(s) by GM, CWC will grant to GM
                  an exclusive, perpetual, irrevocable, non-transferable,
                  worldwide, royalty free, paid-up, license to use, modify or
                  permit others to do so, and create derivative works for GM to
                  use but only for the Original Intended Purpose under any
                  patents, copyrights, or other proprietary rights of CWC.

         (b)      GM acknowledges and agrees that the Product(s) shall be and
                  remain the property of CWC and that this Agreement grants GM
                  no title or rights of ownership in the Products except as set
                  forth herein. GM further agrees that selected subroutines and
                  modules contained within the Products are, and will continue
                  to be, used by other CWC customers, and said subroutines and
                  modules shall be considered nonexclusive to GM.

         (c)      Transfer of Products. The rights and license granted to GM
                  hereunder may not be assigned, subleased, sold, offered for
                  sale, disposed of, encumbered or mortgaged, except in the
                  event that CWC shall cease directly licensing Users, in which
                  case CWC hereby grants to GM the right to sublicense the
                  executable version of the Products to Users pursuant to the
                  terms and conditions attached hereto as Exhibit 11(c);
                  provided that each User signs such agreement prior to their
                  receipt of the Product.

                                      -11-

<PAGE>   12


         (d)      Overseas Use. Ninety (90) days before the distribution of the
                  Products in any non-U.S. country, GM shall notify CWC so that
                  CWC can (i) approve of distributing the Products in the
                  non-U.S. country and (ii) obtain review if appropriate by
                  counsel in the non-U.S.country of this Agreement or the
                  applicable Statement of Work.

                  CWC may require changes in this Agreement or the applicable
                  Statement of Work from time to time or with respect to use in
                  a particular country.

(e)      Provision of Source Code.

         (i)      Within thirty (30) days of the Acceptance Date for a Product,
                  CWC shall place with the GM Legal Staff one complete set of
                  source code with associated documentation for the Product
                  ("Source Materials"). The Source Materials shall include
                  machine-readable, high level language code for the Product, as
                  well as machine-readable listings, tables and references
                  required to use the high level language code and shall be in
                  the form of 3 1/2 inch floppy disks. CWC represents and
                  warrants to GM that:

                  (1)      the Source Materials constitute the source code and
                           documentation for the Product licensed to GM pursuant
                           to this Agreement or a Statement of Work; and

                  (2)      the Source Materials are in a form suitable for
                           reproduction by computer and/or photocopy equipment,
                           and consist of a full source language statement of
                           the program or programs comprising the Product and
                           complete program maintenance documentation, including
                           all flow charts, schematics and annotations which
                           comprise the precoding detailed design
                           specifications, and all other material necessary to
                           allow a reasonably skilled third party programmer or
                           analyst to maintain or enhance the Product without
                           the help of any other person or reference to any
                           other material. The Source Materials shall be
                           delivered under seal for safekeeping to the GM Legal
                           Staff at P.O. Box 33122, New Center One Building,
                           3031 West Grand Boulevard, Detroit, Michigan 48232.
                           Source Materials shall not

                                      -12-

<PAGE>   13


                           be made available to anyone outside the GM Legal
                           Staff unless and until the occurrence of a Triggering
                           Event (as defined below). CWC agrees to update and
                           maintain the Source Materials held in safekeeping to
                           reflect all changes made thereto through maintenance,
                           enhancements, revisions or otherwise. All such
                           changes to the Source Materials shall also be
                           delivered in the required form to the GM Legal Staff
                           under seal.

         (ii)     GM may break the seal and use the Source Materials five (5)
                  days after written notice to CWC that the GM Legal Staff has
                  made a finding that one of the following "Triggering Events"
                  has occurred:

                  (1)      it has established by clear and convincing evidence
                           that CWC is unable to meet its material obligations
                           to develop and/or maintain the Product(s) under any
                           Statement of Work for a running period of thirty (30)
                           days after notice to CWC in writing.

                  (2)      CWC has been declared bankrupt, has voluntarily
                           petitioned a court for relief under any bankruptcy
                           laws, has been declared insolvent, has made an
                           assignment for the benefit of creditors, suffers or
                           permits the appointment of a receiver for its
                           business or assets, becomes subject to any proceeding
                           under any bankruptcy or insolvency law, whether
                           domestic or foreign, or has wound up or liquidated
                           its business voluntarily or otherwise and GM has
                           compelling reasons to believe that such event(s) will
                           cause CWC to fail to meet its obligations under this
                           Agreement or a Statement of Work in the foreseeable
                           future.

                  (3)      after the applicable period of time identified in a
                           Statement of Work, under which GM has contracted for
                           CWC to provide maintenance, GM decides to use a party
                           other than CWC to maintain the Product. In such
                           event, CWC shall have the right of last refusal to
                           match any lower bids received by GM for such
                           maintenance services.

                  (4)      the sale, assignment, or other transfer by CWC,
                           without the prior written consent of GM, of such of
                           CWC's rights in the Product

                                      -13-

<PAGE>   14


                           as would prevent CWC from the discharge of its
                           obligations with respect to the performance of the
                           Product under the Statement of Work; or

                  (5)      the termination of this Agreement or the applicable
                           Statement of Work for the Product by GM for CWC's
                           material default. In the event that CWC shall contest
                           any such finding by the GM Legal Staff, GM shall
                           nevertheless have the use of the Source Materials as
                           permitted herein, and the matter shall be immediately
                           submitted to the dispute resolution procedures
                           identified in Section 14 of this Agreement.

         (iii)    GM shall retain a copy of the Source Materials as they existed
                  when unsealed and shall use a copy of the Source Materials
                  only to complete or maintain such Product as may be defined in
                  an applicable Statement of Work or to cause such Product to be
                  completed or maintained by a third party. In the event GM
                  causes a third party to use the Source Materials, GM shall
                  cause such third party to agree in writing that the Source
                  Materials shall be maintained in confidence in accordance with
                  the confidentiality provisions of this Agreement and shall be
                  used only for the Original intended purpose. If GM uses the
                  Source Materials or causes a third party to complete or
                  maintain any Product, unless otherwise determined during
                  dispute resolution proceedings requested by GM, CWC is
                  relieved of all warranties, liabilities and indemnification
                  provisions of this Agreement with respect to the Product to
                  the extent such modifications are the cause of a warranty
                  defect or infringement claim.

         (iv)     Following release of the Source Materials as permitted above,
                  GM shall seal the Source Materials as they existed when
                  unsealed and as they exist after any modifications reflecting
                  the permitted use and return them to the GM Legal Staff, where
                  they shall be secured until dispute resolution proceedings, if
                  any, shall determine the further use, if any, of the Source
                  Materials.

12.      WARRANTIES. CWC hereby represents and warrants that:

                                      -14-

<PAGE>   15


         (a)      CWC has not entered into agreements or commitments which are
                  inconsistent with or conflict with the rights granted to GM
                  herein;

         (b)      Except for any security interest established by GM herein, the
                  Products shall be free and clear of all liens and
                  encumbrances, and GM shall be entitled to use the Products
                  without disturbance;

         (c)      Except as provided for in the Statement of Work, all Products
                  shall comply with all applicable provisions of standards or
                  draft standards issued by the international Standards
                  Organization (ISO);

         (d)      Each Product (i) shall be free from defects in manufacture,
                  materials, and design, (ii) shall be manufactured in a good
                  and workmanlike manner using a skilled staff fully qualified
                  to perform their respective duties, and (iii) shall function
                  properly under ordinary use and operate in conformance with
                  its Applicable Specifications and Documentation or CWC shall
                  repair or replace the defective Product at no charge to GM
                  during any period when GM is making maintenance payments to
                  CWC.

         (e)      Where applicable as indicated in a Statement of Work, the
                  Products are, and shall continue to be, data, program, and
                  upward compatible with any other Products available or to be
                  available from CWC so that data files created for a Product
                  can be utilized without adaptation of the other Products and
                  so that programs written for Products will operate on the
                  other Products and not result in the need for alteration,
                  emulation, or the loss of efficiency. Where applicable, as
                  indicted in a Statement of Work each Product is, and shall
                  continue t be, compatible with other Products provided by CWC
                  and each Product contained within a Project shall be fully
                  integrated, compatible, and operable with all other Products
                  contained within the Project. CWC shall provide to GM at least
                  ninety (90) days prior written notice to discontinue any
                  Product. If the course of the evolution of the technology,
                  conditions outside CWC's control limit CWC from compliance
                  with the condition, GM will release CWC from its
                  responsibility to meet this provision.

                  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER
                  EXPRESSED, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES
                  OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                                      -15-

<PAGE>   16


13.      INDEMNIFICATION

         (a)      Proprietary Rights Indemnification. If notified promptly in
                  writing of any judicial action brought against GM based on an
                  allegation that GM's use of the Products infringes any patent,
                  copyright, trademark, mask work or any rights of a third party
                  or constitutes misuse or misappropriation of a trade secret
                  (Infringement), CWC will defend such action at its expense and
                  will pay the costs and damages awarded in any such action or
                  the cost of settling such action. CWC shall have sole control
                  of the defense of any such action and all negotiations for its
                  settlement or compromise. If notified promptly in writing of
                  any informal claim (other than a judicial action) brought
                  against GM based on an allegation that GM's use of the
                  Products constitute Infringement, CWC will pay the costs
                  associated with resolving such claim and will pay the
                  settlement amount (if any), provided that CWC shall have sole
                  control of the resolution of any such claim and all
                  negotiations for its settlement. In the event a final
                  injunction shall be obtained against GM's use of the Products
                  by reason of infringement, or in CWC'

                  (i)      procure for GM the right to continue to use the
                           Products as contemplated hereunder, or

                  (ii)     replace or modify the Products to make its use
                           hereunder non-infringing while being capable of
                           performing the same function. If neither option as
                           reasonably available to CWC, then the applicable
                           Purchase Order or relevant part of such Purchase
                           Order may be terminated at the option of either party
                           hereto without further obligation or liability other
                           than as provided in Section 16 hereof, except as
                           follows: (i) Periodic Payment License, CWC shall
                           promptly refund to GM a monthly prorated amount of
                           the prepaid fees for the unexplored portion of the
                           applicable payment period; (ii) Lump Sum Payment
                           License. CWC shall promptly refund to GM a sum equal
                           to one thirty-sixth (1/36) or extension, if
                           applicable, of the lump sum fee paid for each month
                           remaining of a three (3) year period beginning from
                           the Acceptance Date of the Products by GM, plus a pro
                           rata amount of the prepaid charges for services for
                           the period then in effect, if any, paid by GM.

                                      -16-

<PAGE>   17


                           GM shall have the right to participate in the defense
                           of any such claim at its own expense through counsel
                           of its choice.

                           CWC will not indemnify GM, however, if the claim of
                           infringement is caused by (1) GM's misuse or
                           modification of the Products, (2) GM's failure to use
                           corrections or enhancements made available by CW, (3)
                           GM's use of the Product in combination with any
                           product or information not owned or developed by CWC,
                           (4) GM's distribution, marketing or use for the
                           benefit of third parties other than Users of the
                           Product; or Data.

         (b)      If notified promptly in writing of any judicial action brought
                  against CWC based on al allegation that CWC's use of the Data
                  infringes any patent, copyright, trademark, mask work or any
                  rights of a third party or constitutes misuse or
                  misappropriation of a trade secret (infringement), GM will
                  defend such action at its expense and will pay the costs and
                  damages awarded in any such action or the cost of settling
                  such action. GM shall have sole control of the defense of any
                  such action and all negotiations for its settlement or
                  compromise.

         (c)      Cross Indemnification. While at the facilities of the other
                  party, in the event any act or omission of a party or its
                  employees, servants, agents, or representatives causes or
                  results in (i) loss, damage to or destruction of property of
                  the other party or third parties, and/or (ii) death or injury
                  to persons including, but not limited to, employees or
                  invitees of either party, then such party shall indemnify,
                  defend, and hold the other party harmless from and against any
                  and all claims, actions, damages, demands, liabilities, costs,
                  and expenses, including reasonable attorneys' fees and
                  expenses, resulting therefrom. The indemnifying party shall
                  pay or reimburse the other party promptly for all such loss,
                  damage, destruction, death, or injury.

14.      DISPUTE AND TERMINATION.

         (a)      NEGOTIATIONS OF DISPUTES. In the event of any dispute or
                  disagreement between GM and CWC to the Agreement with respect
                  to the interpretation of any provision of the Agreement or the
                  performance of CWC or GM under the Agreement, upon the written
                  request of either party, the applicable GM and CWC Project
                  Managers, or a designated representative of either of them,
                  will meet for the purpose of resolving such dispute or
                  negotiating an adjustment or

                                      -17-

<PAGE>   18


                  modification to such provision of the Agreement. The GM and
                  CWC Project Managers or designated representatives shall meet
                  as often as the parties reasonably deem necessary in order to
                  furnish to the other all information with respect to the
                  matter in issue which the parties believe to be appropriate
                  and germane in connection with its resolution. The GM and CWC
                  Project Managers or designated representatives will discuss
                  the problem and negotiate in good faith without the necessity
                  of any formal proceeding relating thereto. During the course
                  of such negotiation, all reasonable requests made by one party
                  to the other for information will be honored in order that
                  each of the parties may be fully advised in the premises. The
                  specific format for such discussion will be left to the
                  discretion of the GM and CWC Project Managers or designated
                  representatives but may include the preparation of agreed upon
                  statements of fact or written statements of position furnished
                  to the other party.

         (b)      RESOLUTION OF DISPUTES. Any dispute relating to the Agreement
                  which cannot be resolved by the respective GM and CWC Project
                  Managers or their designated representatives within thirty
                  (30) days of a written notice of such a dispute from one party
                  to the other party will be referred to the GM Director of
                  Dealer Communications and Systems and CWC President or their
                  designees for resolution within an additional thirty (30) day
                  period.

         (c)      TERMINATION. After exhausting the dispute resolution
                  procedures set forth above, either party shall have the right
                  to terminate this Agreement as follows:

                  (i)      In the event CWC materially defaults in the
                           performance of a Project and fails to cure or ails to
                           make substantial progress to cure such default within
                           the sixty (60) day time period set forth in Section
                           14.(b) above for dispute resolutions, GM may, in its
                           sole discretion, elect to:

                           (1)      terminate the Project, return to CWC all
                                    Documentation and receive a pro-rata refund
                                    from CWC of all amounts paid to CWC with
                                    respect to the Project.

                           (2)      extend the time for CWC performance at no
                                    additional charge to GM;

                                      -18-

<PAGE>   19


                           (3)      continue development itself or in
                                    conjunction with a third party. In the event
                                    GM elects to continue development itself or
                                    utilizing a third party, CWC shall provide
                                    to GM all Documentation or other CWC
                                    Proprietary Information reasonably required
                                    to complete such development to include
                                    appropriate updates to the Source Materials
                                    provided under Section 11(e). GM agrees that
                                    any third parties pursuing such development
                                    with GM shall agree in writing to comply
                                    with the Restrictions on Use, and
                                    Confidentiality obligations set forth in
                                    Section 16 of this Agreement to protect
                                    CWC's Proprietary Information. GM agrees and
                                    any such third parties shall agree in
                                    writing that they may use the information
                                    only for the Original Intended Purpose and
                                    as necessary in order to complete the
                                    Project but for no other development beyond
                                    the specific Project.

                                    Upon any such termination under this Section
                                    GM shall also be entitled to recover
                                    reprocurement costs from CWC in excess of
                                    amounts payable to CWC under this Agreement.

                  (ii)     CWC shall have the right to terminate this Agreement
                           if GM commits any material breach of this Agreement
                           and fails to remedy or make substantial progress in
                           remedy such breach within the sixty (60) day time
                           period set forth in Section 14(b) above for dispute
                           resolution.

15.      MAINTENANCE AND SUPPORT

         (a)      Mandatory Support Services. Except as otherwise set forth in
                  the Statement of Work, CWC shall provide the following support
                  Services and Products:

                  (i)      Improvements. Improvements in the Products (which
                           shall mean any additions or modifications made by CWC
                           to or in the Products at any time after the
                           Acceptance Date) which will improve the efficiency
                           and effectiveness of this basic program function(s)
                           described in the Purchase Order and which do not
                           change such function or create one (1) or more new
                           functions, shall be furnished to GM at no charge.

                                      -19-

<PAGE>   20


                  (ii)     Program Changes. If, at any time after the Acceptance
                           Date, CWC shall develop any changes in the Products
                           which change the basic program functions of the
                           Products or add one (1) or more new functions, GM
                           shall have the right to obtain such program changes
                           at the lesser of (i) CWC's standard prices then in
                           effect for installing such changes, or (ii) the
                           difference between the then current price of the
                           Products including such changes and the applicable
                           fees and charges for the Products reflected herein.

         (b)      Additional Support Services. AT GM's request, CWC shall
                  provide additional support Services for the Products as set
                  forth in a Statement of Work;

         (c)      If for any reason GM decides to have maintenance and support
                  services performed by a third party, CWC shall have the right
                  of last refusal to match any third party proposal for
                  maintenance and other services.

16.      RESTRICTION ON USE CONFIDENTIALITY

         (a)      This Agreement, the Products, GM pricing data, competitive
                  pricing data, and all other information exchanged by the
                  parties under this Agreement, specifically identified in
                  writing as confidential and proprietary or its equivalent and
                  transmitted by either party to the other shall be maintained
                  in confidence by the receiving party and the receiving party
                  shall use the Products and such information only as authorized
                  by this Agreement and for no other purpose. CWC and GM agree
                  to take reasonable precautions to protect against unauthorized
                  disclosure of the Products and such information to third
                  parties other than Users.

         (b)      Neither CWC nor GM shall be obligated to maintain any
                  information received from the other party as confidential and
                  refrain from use, if the information:

                  (i)      becomes publicly known through no fault of the
                           receiving party;

                  (ii)     is learned by the receiving party from a third party
                           entitled to disclose it;

                                      -20-

<PAGE>   21


                  (iii)    is already known by the receiving party prior to
                           obtaining the information from the disclosing party;

                  (iv)     is independently developed by the receiving party
                           without utilization of the information of the
                           disclosing party;

                  (v)      is or becomes available on an unrestricted basis to a
                           third party from the disclosing party or from someone
                           acting under its control; or

                  (vi)     is required to be disclosed under an order created by
                           a court or government agency, provided that prior
                           written notification of the order and opportunity to
                           oppose the order is provided to the owner of the
                           information to be disclosed.

         (c)      GM shall cooperate with CWC to help ensure that each User
                  upholds the confidentiality and use requirements imposed upon
                  them through the agreement set forth in Exhibit 11(c); GM
                  agrees to notify CWC immediately after gaining knowledge of
                  the possession, use, disclosure or reproduction of the
                  Products by any party not authorized reproduction and to
                  cooperate with CWC and its representatives in any
                  investigation of and litigation against such user.

17.      NOTICES. Except as otherwise specifically provided for herein, all
         notices required or permitted to be given by either party under or in
         connection with this Agreement shall be in writing and shall be deemed
         duly given when personally delivered or sent by registered or certified
         mail, return receipt requested, postage prepaid, or by prepaid
         recognized overnight delivery service, or if confirmed by letter, by
         facsimile, or by cable, to the other party at the address set forth in
         Exhibit 17, or such other address as may be requested by either party
         by like notice.

18.      MODIFICATIONS AND AMENDMENTS. No addition to, deletion from or
         modification of any of the provisions of these terms and conditions
         shall be binding upon the parties unless made in writing and signed by
         the Authorized Contracts Personnel of each party. Any such additions,
         deletions or modifications shall refer specifically to this Agreement
         and shall also state that it is an amendment hereof.

                                      -21-

<PAGE>   22


19.      FORCE MAJEURE. Any delay or failure of either party to perform its
         obligations hereunder shall be excused if, and to the extent that it is
         caused by an event or occurrence beyond the reasonable control of the
         party and without its fault or negligence, such as, by way of example
         and not by way of limitation, acts of God, actions by any governmental
         authority (where valid or invalid), fires, floods, windstorms,
         explosions, shots, natural disasters, wars, sabotage, labor problems
         (including lockouts, strikes and slowdowns), inability to obtain power,
         material, labor, equipment or transportation, or court injunction or
         order; provided that written notice of such delay (including the
         anticipated duration of the delay) shall be given by the affected party
         to the other party within ten (10) days.

20.      LIMITATION OF LIABILITY AND REMEDIES. Except for the indemnification
         set forth in Section 13 (with the exception of foreign patents which
         shall be subject to this limitation of liability:

         (a)      LIMITATION OF LIABILITY. In no event shall either party be
                  liable for any loss of profit or revenue by the other party or
                  for any consequential, incidental, indirect or economic
                  damages incurred or suffered by either party arising as a
                  result of or related to this Agreement, whether arising in
                  contract, tort (including without limitation, negligence or
                  strict liability) or otherwise, even though either party has
                  been advised of the possibility of such loss or damages.

         (b)      LIMITATION OF REMEDY. The total liability of either party for
                  all claims of any kind arising from, or related to, this
                  Agreement, whether based on contract, tort including, but not
                  limited to, strict liability and negligence, warranty or on
                  other legal or equitable grounds, shall be limited to general
                  money damages and shall not exceed an amount equal to
                  $500,000.

21.      INSURANCE. CWC shall remain insurance coverage in amounts not less than
         the following:

         (a)      Worker's Compensation - Statutory Limits for the state or
                  states in which this Agreement is to be performed (or evidence
                  of authority to self-insure);

         (b)      Employer's Liability - $250,000;

                                      -22-

<PAGE>   23


         (c)      Comprehensive General Liability (including Products/Completed
                  Operations and Blanket Contractual Liability) - $1,000,000 per
                  person, $1,000,000 per occurrence Personal Injury, and
                  $1,000,000 per occurrence Property Damage, or $1,000,000 per
                  occurrence Personal Injury and Property Damage combined single
                  limit; and

         (d)      Automobile Liability (including owned, non-owned and hired
                  vehicles) - $1,000,000 per person, $1,000,000 per occurrence
                  Personal Injury and $1,000,000 per occurrence Property Damage,
                  or $1,000,000 per occurrence Personal Injury and Property
                  Damage combined single limit. At GM's request, CWC shall
                  furnish to GM certificates of insurance or other adequate
                  proof of self-insurance setting forth the amount(s) of
                  coverage, policy number(s) and date(s) of expiration for
                  insurance maintained by CWC and, if further requested by GM,
                  such certificates will provide that GM shall receive thirty
                  (30) days' prior written notification from the insurer of any
                  termination or reduction in the amount or scope of coverages.
                  GM shall allow CWC, upon proof of adequate self-insurance, to
                  self-insure the above insurance requirements. CWC's purchase
                  of appropriate insurance coverage or the furnishing of
                  certificates of insurance shall not release CWC of its
                  obligations or liabilities under this Agreement.

22.      ADVERTISING. CWC shall not, without first obtaining the written consent
         of GM, in any manner advertise or publish the fact that CWC has
         contracted to furnish GM the goods or services herein ordered, or use
         any trademarks or trade names of GM in CWC's advertising or promotional
         materials.

23.      GOVERNMENT COMPLIANCE. CWC and GM agree to comply with all federal,
         state and local laws. Executive Orders, rules, regulations and
         ordinances which may be applicable to CWC's performance of its
         obligations under this Agreement.

24.      EQUAL OPPORTUNITY AND AFFIRMATIVE ACTION. This Agreement incorporates
         by reference:

         (a)      all provisions of 41 C.F.R. 60-1.4, as amended, pertaining to
                  the equal opportunity clause in government contracts;

         (b)      all provisions of 41 C.F.R. 60-250, as amended, pertaining to
                  affirmative action for disabled veterans of the Vietnam Era;
                  and

                                      -23-

<PAGE>   24


         (c)      all provisions of 41 C.F.R. 60-741, as amended, pertaining to
                  affirmative action for handicapped workers. CWC certifies that
                  it is in compliance with all applicable provisions of 41
                  C.F.R. 60-1, including but not limited to: (a) developing and
                  presently having in full force and effect a written
                  affirmative action compliance program for each of its
                  establishments as required by 41 C.F.R. 60-1.40, as amended,
                  (b) filing EEO-1 Reports as required by 41 C.F.R. 60-1.7, as
                  amended; and (c) neither maintaining segregated facilities nor
                  permitting its employees to perform services at segregated
                  facilities as prohibited by 41 C.F.R. 60-1.8, as amended. GM
                  requests that CWC adopt and implement a policy to extend
                  employment opportunities to qualified applicants and employees
                  on an equal basis regardless of an individual's age, race,
                  color, sex, religion or national origin.

25.      NO IMPLIED WAIVER. The failure of either party at any time to require
         performance by the other party of any provision of this Agreement shall
         in no way affect the right to require such performance at any time
         thereafter, nor shall the waiver of either party of a breach of any
         provision of this Agreement constitute a waiver of any succeeding
         breach of the same or any other provisions.

26.      NON-ASSIGNMENT. Neither party may assign or delegate its rights and
         obligations under this Agreement without the prior written consent of
         the other party; provided, however, that CWC may use non-employee
         contract programming personnel in the performance of design and
         programming efforts, so long as such personnel are bound in writing to
         provisions which are substantially similar to the Restriction on Use
         and Confidentiality provisions of this Agreement.

27.      RELATIONSHIP OF PARTIES. CWC and GM are independent contracting parties
         and nothing in this Agreement shall make either party the agent or
         legal representative of the other for any purpose whatsoever, nor does
         it grant either party any authority to assume or to create any
         obligation on behalf of or in the name of the other.

28.      GOVERNING LAW. This Agreement is to be construed according to the laws
         of the State of Michigan.

29.      SEVERABILITY. If any term of this Agreement is invalid or unenforceable
         under any statute, regulation, ordinance, executive order or other rule
         of law, such term shall be deemed reformed or deleted, but only to the
         extent necessary to comply with such

                                      -24-

<PAGE>   25


         statute, regulation, ordinance, order or rule, and the remaining of
         this Agreement shall remain in full force and effect.

30.      ENTIRE AGREEMENT. This Agreement, together with the attachments,
         exhibits, or supplements, specifically referenced herein, constitutes
         the entire agreement between CWC and GM with respect to the matter
         contained herein and supersedes all prior oral or written
         representations and agreements.

31.      SURVIVAL. The provisions of Sections 1, 2, 7, 8, 10, 11, 12, 13, 14,
         15, 16, 19, 20, 21, 22, 28, 29, 30 and 31 shall survive the termination
         or expiration of this Agreement for any reason.


         IN WITNESS WHEREOF, GM and CWC have caused this Agreement to be
executed in multiple counterparts by their duly authorized representatives.



CLEAR WITH COMPUTERS, INC.              GENERAL MOTORS CORPORATION

By: /s/ Alan R. Bennett                 By:  /s/ Signature Illegible
   -----------------------------           -----------------------------

Title:  Chief Operating Officer         Title:  General Director
      --------------------------              --------------------------

Date:  6/21/94                          Date:  8/1/94
     ---------------------------             ---------------------------

                                      -25-