EXHIBIT 10(t)

IBM CUSTOMER AGREEMENT


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Thank you for doing  business with us. We strive to provide you with the highest
quality  Products  and  Services.  If, at any time,  you have any  questions  or
problems, or are not completely satisfied, please let us know. Our goal is to do
our best for you.

This  IBM  Customer   Agreement   (called  the   "Agreement")   covers  business
transactions  you may do with us to purchase  Machines,  License  Programs,  and
acquire Services.

This Agreement and its applicable  Attachments and Transaction Documents are the
complete agreement regarding these  transactions,  and replace any prior oral or
written communications between us.

By signing below for our respective Enterprises,  each of us agrees to the terms
of this  Agreement.  Once signed.  1) any  reproduction  of this  Agreement,  an
Attachment,  or  Transaction  Document  made by  reliable  means  (for  example,
photocopy  or  facsimile)  is  considered  an original  and 2) all  Products and
Services you order under this Agreement are subject to it.

<TABLE>
<CAPTION>

<S>                                        <C>
Agreed to: (Enterprise name)                 Agreed to:
National Transaction Network, Inc.           International Business Machines Corporation


By    Paul Siegenthaler                      By   T. Webb
  ------------------------------------          --------------------------------------
      Authorized Signature                        Authorized Signature

Name (type or print): Paul Siegenthaler      Name (type of print): T. Webb

Date: 22 May 1996                            Date: 6/03/96


Enterprise number:                           Agreement number: 1013129


Enterprise Address:
National Transaction Network, Inc.           IBM Office address
9 Kane Industrial Drive                      4111 Northside Parkway
Hudson, MA  017[ILLEGIBLE]                   Atlanta, GA   [ILLEGIBLE]
</TABLE>


[AFTER SIGNING,  PLEASE RETURN A COPY OF THIS AGREEMENT TO THE LOCAL "IBM OFFICE
ADDRESS" SHOWN ABOVE]




IBM CUSTOMER AGREEMENT
TABLE OF CONTENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                 <C>       <C>
Section   Title                       Page       Section   T1tle                         Page

PART 1 - GENERAL                        3       PART 4 -  PROGRAMS                        13

1.1  Definitions                        3        4.1 License                              13
1.2  Agreement Structure                4        4.2 License Details                      13
1.3  Delivery                           4        4.3 Program Features Not Used on
1.4  Prices and Payment                 5            the Designated Machine               13

1.5  Types of Service for Machines      5        4.4 Additional License Copies            14
1.6  Patents and Copyrights             6        4.5 Program Testing                      14
1.7  Limitation of Liability            7        4.6 Packaged Programs                    14
1.8  Mutual Responsibilities            7        4.7 Program Protection                   14
1.9  Your Other Responsibilities        7        4.8 Program Services                     14
1.10 IBM Business Partners              8        4.9 License Termination                  15

1.11 Changes to the Agreement Terms     8
1.12 Agreement Termination              8       PART 5 -  SERVICES                        16
1.13 Geographic Scope                   8
1.14 Governing Law                      8        5.1 Maintenance Services                 16
                                                 5.2 Continuing Support Services          17
PART 2 - WARRANTIES                     9        5.3 Project Support Services             17
                                                 5.4 The Statement of Work                18
2.1 The IBM Warranties                  9        5.5 Materials pwnership and License      18
2.2 Extent of Warranty                  10
2.3 Items Not Covered by Warranty       10

PART 3 - MACHINES                       11

3.1 Title and Risk of Loss              11
3.2 Production Status                   11
3.3 Installation                        11
3.4 Licensed Internal Code              11

</TABLE>


                                  Page 2 of 19








IBM CUSTOMER AGREEMENT
PART 1 - GENERAL
--------------------------------------------------------------------------------
1.1 DEFINITIONS

CUSTOMER-SET-UP  MACHINE is an IBM  Machine  that you install  according  to our
instructions. 

DATE OF INSTALLATION is the following:

1. for an IBM Machine--
     
     a. the  business  day  after  the  day  we  install  it or,  if  you  defer
        installation, make it available to you for installation, or

     b. the second  business  day after the end of a  Customer-set-up  Machine's
        standard transit allowance period;

2. for a non-IBM Machine, the second business day after its arrival; and

3. for a Program, the latest of--

     a. the day after its testing period ends,
     
     b. 10 days after we ship it, or

     c. the day,  specified in a Transaction  Document on which we authorize you
        to make an Additional License Copy or a copy of a Program feature.

DESIGNATED  MACHINE is the  machine,  that we require  you to  identify to us by
type/model  and  serial  number,  on  which  you  intend  to use a  Program  for
processing.  When we specify that you do not have to provide this identification
to us, the term  "Designated  Machine" means the single machine on which you may
use the Program at any one time.

ENTERPRISE is any legal entity (such as a corporation)  and the  subsidiaries it
owns by more than 50 percent.  The term "Enterprise" applies only to the portion
of the enterprise located in the United States or Puerto Rico.

MACHINE  is  a  machine,  its  features,  conversions,  upgrades,  elements,  or
accessories,  or any  combination of them.  The term  "Machine"  includes an IBM
Machine and any non-IBM Machine  (including other equipment) that we may provide
to you.

MATERIALS  are literary  works or other works of  authorship  (such as programs,
program  listings,  programming  tools,  documentation,  reports,  drawings  and
similar works) that we may deliver to you. The term "Materials" does not include
Programs or Licensed Internal Code.

PRODUCT is a Machine or a Program.

PROGRAM is the following, including features and any whole or partial copies: 

1. machine-readable instructions; 

2. a collection of machine-readable data, such as a data base; and 

3. related licensed  materials,  including  documentation  and listings,  in any
   form.

The  term  "Program"  includes an  IBM Program and any  non-IBM  Program that we
may  provide  to you.  The  term  does not  include  Licensed  Internal  Code or
Materials.

SERVICE is performance of a task,  provision of advice and counsel,  assistance,
or use of a  resource  (such as  access  to an  information  data  base) we make
available to you.

SPECIFICATIONS  is a document that provides  information  specific to a Product.
For a Machine, we call the document "Official Published  Specifications."  For a
Program, we call it "Licensed Program Specifications," or "License Information."

SPECIFIED  OPERATING  ENVIRONMENT  is the  Machines  and  Programs  with which a
Program is designed to operate, as described in the Program's Specifications.


                                  PAGE 3 OF 19




1.2 AGREEMENT STRUCTURE

ATTACHMENTS

Some  Products and  Services  have terms in addition to those we specify in this
Agreement.  We provide the additional terms in documents  called  "Attachments,"
which are also part of this Agreement.  We make the Attachments available to you
for signature.

TRANSACTION DOCUMENTS

For  each  business  transaction,  we will  provide  you  with  the  appropriate
"Transaction  Documents" that confirm the specific  details of the  transaction.
Some Transaction  Documents require signature,  and others do not. The following
are  examples of  Transaction  Documents  that must be signed by both of us with
examples  of the  information  they may  contain:  

1. addenda (contract-period duration, start date, and total quantity), and

2. statements  of  work  (scope  of  Services,  responsibilities,  deliverables,
   Completion Criteria, estimated schedule, and charges).

The following are examples of  administrative,  unsigned  Transaction  Documents
with examples of the information they may contain:

1. exhibits (eligible Products by category);

2. invoices (item, quantity, price, and amount payable); and

3. supplements  (Machine quantity and type ordered,  price,  estimated  shipment
   date,  and  warranty  period).  Certain  supplements  may  require  signature
   if requested by either of us.
        
CONFLICTING TERMS

If there is a conflict  among the terms in the  various  documents,  those of an
Attachment  prevail  over those of this  Agreement.  The terms of a  Transaction
Document prevail over those of both of these documents.
                                                                                
OUR ACCEPTANCE OF YOUR ORDER

A Product  or Service  becomes  subject to this  Agreement  when we accept  your
order. We accept your order by doing any of the following:

1. sending you a Transaction Document;

2  shipping the Product; or

3. providing the Service.

YOUR ACCEPTANCE OF ADDITIONAL TERMS

You accept the  additional  terms in an  Attachment or  Transaction  Document by
doing any of the following:

1. signing the Attachment or Transaction Document;

2. using the Product or Service, or allowing others to do so; or

3. making any payment for the Product or Service.


1.3 DELIVERY

We will try to meet your  delivery  requirements  for  Products and Services you
order,  and  will  inform  you  of  their  status.  Transportation  charges,  if
applicable, will be specified in a Transaction Document.

                                  Page 4 of 19







1.4 PRICES AND PAYMENT 

The amount  payable for a Product or Service will be based on one or more of the
following types of charges:  

1. one-time (for example,  the price of a Machine);

2. recurring (for example, a periodic charge for Maintenance Services);  

3. time and materials (for example, charges for Hourly Services); or 

4. fixed price (for example,  a specific amount agreed to between us for Project
   Support Services).

Depending  on the  particular  Product,  Service,  or  circumstance,  additional
charges may apply.  We will inform you in advance  whenever  additional  charges
apply.  

For  a  Product  with  a  one-time  charge,  payment  is  due  on  its  Date  of
Installation. Recurring charges for a Product begin on its Date of Installation.
Payment  for  Services  is due as we  specify,  either in  advance,  as the work
progresses,  or after the work is  completed.  You agree to pay  amounts due for
Products and  Services,  including  any late payment  fees, as we specify in the
invoice.

If any authority  imposes a duty, tax, levy, or fee,  excluding  those  based on
our net income, upon any transaction under this Agreement, then you agree to pay
that amount as specified in the invoice or supply exemption  documentation.  You
are  responsible  for personal  property taxes for each Product from the date we
ship it to you.

One-time  and  recurring  charges  may be based on  measurements  of  actual  or
authorized use (for example,  number of users or processor size for Programs and
meter readings for  Maintenance  Services).  You agree to promptly notify us and
pay any  applicable  charges if you change  the basis of  measurement  for usage
based charges.  Recurring charges will be adjusted  accordingly.  We do not give
credits or refunds for charges  already due or paid. In the event that we change
the basis of measurement, the charges will be subject to our price change terms.

We may increase  recurring-charges  for Products and Services  (including hourly
rates and  minimums) by giving you three  months'  written  notice.  An increase
applies  on the  first  day of the  applicable  invoice  period  on or after the
effective date we specify in the notice.

We may  increase  one-time  charges  without  notice.  However,  an  increase to
one-time  charges  does not apply to you if 1) we receive  your order before the
announcement  date of the increase  and 2) one of the  following  occurs  within
three months after our receipt of your order:

1. we ship you the Product;  

2. with our authorization, you make an  Additional  License Copy of a Program or
   a copy of a Distributed Feature; or 

3. a Program's group-upgrade charge becomes due.  

You receive the benefit of a decrease in charges for amounts which become due on
or after the effective date of the decrease.

1.5 TYPES OF SERVICE FOR MACHINES 

We provide certain types of repair and exchange  service either at your location
or at our service  center to keep  Machines in, or restore them to, good working
order.

Under carry-in service,  you may deliver the failing Machine or ship it suitably
packaged  (prepaid,  unless we specify  otherwise)  to a location we  designate.
After we have repaired or exchanged the Machine, we will return it to you at our
expense unless we specify otherwise.

Under  on-site  service,  we may  repair  the  failing  Machine  at your site or
exchange it, at our discretion, depending on the nature of the failure.


                                  Page 5 of 19







When a type of service  involves the exchange of a Machine or part,  the item we
replace  becomes our property and the replacement  becomes yours.  You represent
that all removed items are genuine and  unaltered.  The  replacement  may not be
new, but will be in good working order and at least  functionally  equivalent to
the item replaced.  The replacement assumes the warranty and Maintenance Service
status of the replaced item.  Before we exchange a Machine or part, you agree to
remove all features, parts, options,  alterations, and attachments not under our
service. You also agree to ensure that the item is free of any legal obligations
or restrictions that prevent its exchange.

You agree to:

1. obtain  authorization from the owner to have us service a Machine that you do
   not own; and

2. where applicable, before we provide service-- 

     a. follow the problem determination,  problem analysis, and service-request
        procedures that we provide,

     b. secure all programs, data, and funds contained in a Machine, and

     c. inform us of changes in a Machine's location.

1.6 PATENTS AND COPYRIGHTS

For purposes of this Section,  the term "Product" includes  Materials  (alone or
in  combination  with  Products  we  provide  to you as a system)  and  Licensed
Internal Code.   

If a third party claims that a Product we provide to you infringes  that party's
patent or  copyright,  we will defend you against  that claim at our expense and
pay all  costs,  damages,  and  attorney's  fees  that a court  finally  awards,
provided that you:

     1. promptly notify us in writing of the claim; and 

     2. allow us to  control,  and  cooperate  with us in, the  defense  and any
        related settlement negotiations. 

If such a claim is made or appears  likely to be made, you agree to permit us to
enable you to continue to use the  Product,  or to modify it, or replace it with
one that is at least functionally equivalent. If we determine that none of these
alternatives is reasonably  available,  you agree to return the Product to us on
our written request. We will then give you a credit equal to your net book value
for the  Product,  provided  you  have  followed  generally-accepted  accounting
principles.

This is our entire obligation to you regarding any claim of infringement.

CLAIMS FOR WHICH WE ARE NOT RESPONSIBLE

We have no obligation regarding any claim based on any of the following:

1.  anything you provide which is incorporated into a Product;

2.  your  modification  of a  Product,  or a  Program's  use in  other  than its
    Specified Operating Environment;

3.  the  combination,  operation,  or use of a Product  with other  Products not
    provided  by us as a  system,  or the  combination,  operation,  or use of a
    Product with any product, data, or apparatus that we did not provide; or

4.  infringement by a non-IBM Product alone, as opposed to its combination  with
    Products we provide to you as a system. 

                                  Page 6 of 19







1.7 LIMITATION OF LIABILITY

Circumstances  may  arise  where,  because  of a  default  on our  part or other
liability,  you are entitled to recover  damages from us. In each such instance,
regardless  of the  basis on which you are  entitled  to claim  damages  from us
(including fundamental breach, negligence,  misrepresentation, or other contract
or tort claim),  we are liable only for: 

1. payments  referred to in our patents and copyrights  terms described  above; 

2. damages for bodily injury  (including death)  and damage to real property and
   tangible  personal  property; and 

3. the amount of any other actual  direct  damages or loss, up to the greater of
   $100,000 or the  charges (if  recurring,  12 months'  charges  apply) for the
   Product or Service  that is the  subject of the claim.  For  purposes of this
   item, the term "Product" includes Materials and Licensed Internal Code.

   This limit also applies to any of our subcontractors and Program  developers.
   It is the maximum for which we and our  subcontractors and Program developers
   are collectively responsible.

ITEMS FOR WHICH WE ARE NOT LIABLE

Under no circumstances are we, our subcontractors,  or Program developers liable
for any of the following:

1. third-party  claims against you for losses or damages (other than those under
   the first two items listed above);

2. loss of, or damage to, your records or data; or

3. special,  incidental  or indirect  damages or for any economic  consequential
   damages (including lost profits or savings), even if we are informed of their
   possibility.



1.8 MUTUAL RESPONSIBILITIES

Both of us agree that under this Agreement:

1. neither of us grants the other the right to use its trademarks,  trade names,
   or other designations in any promotion or publication;

2. all information  exchanged is  nonconfidential.  If either of us requires the
   exchange  of  confidential  information,  it  will be  made  under  a  signed
   confidentiality agreement;

3. each is free to enter into similar agreements with others;

4. each  grants  the other only the  licenses  and  rights  specified.  No other
   licenses or rights (including licenses or rights under patents) are granted;

5. each  may   communicate   with  the  other  by  electronic   means  and  such
   communication  is  acceptable as a signed  writing.  An  identification  code
   (called a "USERID") contained in an electronic document is legally sufficient
   to verify the sender's identity and the document's authenticity;

6. each will allow the other  reasonable  opportunity to comply before it claims
   that the other has not met its obligations;

7. neither of us will bring a legal  action  more than two years after the cause
   of action arose; and

8. neither of us is responsible  for failure to fulfill any  obligations  due to
   causes beyond its control. 

1.9 YOUR OTHER RESPONSIBLLITIES

You agree:

1. not to assign, or otherwise transfer, this Agreement or your rights under it,
delegate your obligations,  or resell any Service without prior written consent.
Any attempt to do so is void;


                                  Paqe 7 of 19






2. to acquire  Machines with the intent to use them within your  Enterprise  and
   not for reselling,  leasing,  or transferring to a third party, unless either
   of the following applies--

   a. you are arranging lease-back financing for the Machines, or 

   b. you purchase  them  without any discount or allowance, and do not remarket
      them in competition with our authorized remarketers;

3. to allow us to install mandatory  engineering changes (such as those required
   for safety) on IBM Machines.  Any parts we remove  become our  property.  You
   represent that you have the permission from the owner and any lien holders to
   transfer ownership and possession of removed parts to us;

4. that  you  are  responsible  for the  results  obtained  from  the use of the
   Products and Services; and

5. to provide us with  sufficient,  free, and safe access to your facilities for
   us to fulfill our obligations.

1.10 IBM BUSINESS PARTNERS

We have signed  agreements  with certain  organizations  (called  "IBM  Business
Partners") to promote,  market, and support certain Products and Services.  When
you order  our Products or Services  (marketed to you by IBM Business  Partners)
under this  Agreement,  we confirm that we are  responsible  for  providing  the
Products  or  Services  to you under  the  warranties  and  other  terms of this
Agreement.  We are not responsible for 1) the actions of IBM Business  Partners,
2) any additional  obligations  they have to you, or 3) any products or services
that they supply to you under their agreements. 
                              
1.11 CHANGES TO THE AGREEMENT TERMS

In order to maintain flexibility in our Products and Services, we may change the
terms of this  Agreement by giving you three months'  written  notice.  However,
these  changes are not  retroactive.  They apply,  as of the  effective  date we
specify in the notice, only to new orders (those we receive on or after the date
of the notice) and to on-going transactions, such as licenses and Services.

Otherwise,  for a change to be valid,  both of us must  sign it.  Additional  or
different terms in any order or written communication from you are void.

1.12 AGREEMENT TERMINATION 

You  may  terminate  this  Agreement  on  written  notice  to us  following  the
expiration or termination of your  obligations.  Either of us may terminate this
Agreement  if the other does not comply with any of its terms,  provided the one
who is not complying is given written notice and reasonable time to comply.

Any terms of this Agreement  which by their nature extend beyond its termination
remain  in  effect  until  fulfilled,  and apply to  respective  successors  and
assignees.

1.13  GEOGRAPHIC SCOPE  

All your rights,  all our  obligations,  and all  licenses  (except for Licensed
Internal Code and as  specifically  granted) are valid only in the United States
and Puerto  Rico.  

1.14  GOVERNING  LAW 

The laws of the State of New York govern this Agreement.


                                  Page 8 of 19





IBM CUSTOMER AGREEMENT
 
PART 2 - WARRANTIES
--------------------------------------------------------------------------------

2.1 THE IBM WARRANTIES

WARRANTY FOR IBM MACHINES 

For each IBM Machine, we warrant that it:

 1. is free from defects in materials and workmanship; and

 2. conforms to its Specifications.

The warranty period for a Machine is a specified, fixed period commencing on its
Date of Installation.  

During the  warranty  period,  we  provide  warranty  service  under the type of
service we designate for the Machine or under the alternative service you select
under Maintenance Services.

For us to provide warranty  service for a feature,  conversion,  or upgrade,  we
require that the Machine on which it is  installed  be 1) for certain  Machines,
the designated,  serial-numbered  Machine and 2) at an engineering-change  level
compatible with the feature, conversion, or upgrade.

During the  warranty  period,  we manage and install  engineering  changes  that
apply to the Machine.

If a Machine does not function as warranted during the warranty period,  we will
repair  it or  replace  it with one that is at  least  functionally  equivalent,
without  charge.  If we are unable to do so, you may return it to us and we will
refund your money. 

WARRANTY FOR IBM PROGRAMS

For each warranted IBM Program, we warrant that when it is used in the Specified
Operating Environment, it will conform to its Specifications.

The  warranty  period for a Program  commences on its Date of  Installation  and
expires when its Program Services are no longer available.

During the warranty period, we provide warranty service,  without charge,  for a
Program through Program Services. Program Services are available for a warranted
Program for at least one year following its general availability. Therefore, the
duration of warranty service depends on when you obtain your license.

If a Program  does not  function  as  warranted  during the first year after you
obtain  your  license  and we are  unable to make it do so,  you may  return the
Program to us and we will  refund  your  money.  To be  eligible,  you must have
acquired  the  Program  while  Program  Services  (regardless  of the  remaining
duration) were available for it. 

WARRANTY FOR IBM SERVICES

For each IBM Service, we warrant that we perform it:

 1. in a workmanlike manner; and

 2.  according to its current description (including  any  Completion  Criteria)
     contained  in this  Agreement,  an Attachment, or a Transaction Document.
   

                                  Page 9 of 19



WARRANTY FOR SYSTEMS

Where  we  provide  Products  to you as a  system,  we  warrant  that  they  are
compatible  and will operate with one another.  This  warranty is in addition to
our other applicable warranties.  

2.2 EXTENT OF WARRANTY 

If a Machine  is  subject  to  federal  or state  consumer  warranty  laws,  our
statement  of limited  warranty  included  with the Machine  applies in place of
these Machine warranties.

The  warranties  may be voided by  misuse,  accident,  modification,  unsuitable
physical  or  operating  environment,  operation  in other  than  the  Specified
Operating  Environment,  improper  maintenance by you,  removal or alteration of
Product or parts identification labels, or failure caused by a product for which
we are not responsible.

THESE WARRANTIES REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

2.3  ITEMS NOT COVERED BY WARRANTY 

We do not warrant uninterrupted or error-free operation of a Product or Service.

We will identify IBM Products that we do not warrant.

Unless we specify otherwise, we provide Materials, non-IBM Products, and non-IBM
Services on an "AS IS" basis.  However,  non-IBM  manufacturers,  suppliers,  or
publishers may provide their own warranties to you.

                                 Page 10 of 19



IBM CUSTOMER AGREEMENT
 
PART 3 - MACHINES
--------------------------------------------------------------------------------

3.1 TITLE AND RISK OF LOSS

When we accept  your  order,  we agree to sell you the  Machine  described  in a
Transaction  Document.  We transfer title to you or, if you choose,  your lessor
when we ship the Machine. However, we reserve a purchase money security interest
in the Machine until we receive the amounts due. For a feature,  conversion,  or
upgrade involving the removal of parts which become our property, we reserve the
security  interest until we receive the amounts due and the removed  parts.  You
agree to sign an appropriate document to permit us to perfect our purchase money
security interest.  

We bear the  risk of loss  for the  Machine  through  its Date of  Installation.
Thereafter, you assume the risk.

3.2  PRODUCTION  STATUS 

Each IBM Machine is manufactured  from new parts, or new and used parts. In some
cases,  the  Machine  may not be new and may  have  been  previously  installed.
Regardless of the Machine's  production  status,  our warranty terms apply.  

3.3  INSTALLATION  

For the  Machine  to  function  properly,  it must be  installed  in a  suitable
physical environment. You agree to provide an environment  meeting our specified
requirements for the Machine.

We have standard  installation  procedures.  We will successfully complete these
procedures  before we  consider an IBM  Machine  (other  than a  Customer-set-up
Machine) installed.

You  are  responsible  for  installing  a  Customer-set-up  Machine  we  provide
instructions to enable you to do so) and a non-IBM  Machine.  

MACHINE  FEATURES, CONVERSIONS,  AND  UPGRADES

We sell features,  conversions,  and upgrades for installation on Machines, and,
in certain  instances,  only for  installation on a designated,  serial-numbered
Machine.  Many of these  transactions  involve  the  removal  of parts and their
return to us. As applicable, you represent that you have the permission from the
owner and any lien holders to 1) install features, conversions, and upgrades and
2)  transfer  ownership  and  possession  of  removed  parts  (which  become our
property) to us. You further  represent  that all removed  parts are genuine and
unaltered.  A part that  replaces a removed  part will assume the  warranty  and
Maintenance Service status of the replaced part.

You agree to allow us to install the feature,  conversion,  or upgrade within 30
days of its delivery.  Otherwise,  we may terminate the transaction and you must
return the feature, conversion, or upgrade to us at your expense.

3.4 LICENSED  INTERNAL CODE

Certain Machines we specify (called  "Specific  Machines") use Licensed Internal
Code (called  "Code").  We own  copyrights  in Code.  We own all copies of Code,
including all copies made from them.

We will identify each Specific Machine in a Transaction Document. If you are the
rightful possessor of a Specific Machine, we grant you a license to use the Code
(or any replacement


                                 Page 11 of 19





we provide) on, or in conjunction with, only the Specific Machine, designated by
serial number,  for which the Code is provided.  We license the Code to only one
rightful possessor at a time.

Under each license, we authorize you to do only the following:

1. execute the Code to enable the Specific Machine to function  according to its
   Specifications;

2. make a backup or archival  copy of the Code (unless we make one available for
   your use),  provided you reproduce the copyright  notice and any other legend
   of ownership on the copy.  You may use the copy only to replace the original,
   when necessary; and

3. execute and display the Code as necessary to maintain the Specific Machine.

You agree to acquire any  replacement  for, or additional copy of, Code directly
from us in accordance with our standard  policies and practices.  You also agree
to use that Code under these terms.

You may transfer  possession of the Code to another party only with the transfer
of the  Specific  Machine.  If you do so, you must 1) destroy all your copies of
the Code that were not  provided  by us, 2) either give the other party all your
IBM-provided  copies of the Code or destroy them,  and 3) notify the other party
of these  terms.  We license  the other  party when it  accepts  these  terms by
initial use of the Code.  These  terms  apply to all Code you  acquire  from any
source.

Your  license  terminates  when you no longer  rightfully  possess the  Specific
Machine.

ACTIONS YOU MAY NOT TAKE

You agree to use the Code only as authorized above. You may not do, for example,
any of the following:

1. otherwise copy,  display,  transfer,  adapt,  modify,  or distribute the Code
   (electronically  or  otherwise),  except as we may  authorize in the Specific
   Machine's Specifications or in writing to you;

2. reverse  assemble,  reverse compile,  or otherwise  translate the Code unless
   expressly  permitted by applicable law without the possibility of contractual
   waiver;  

3. sublicense  or assign the license  for the Code;  or 

4. Lease the Code or any copy of it.


                                 Page 12 of 19




IBM CUSTOMER AGREEMENT
 
PART 4 - PROGRAMS
--------------------------------------------------------------------------------

4.1 LICENSE

When we accept your order, we grant you a non-exclusive license for the Program.
Programs are copyrighted and licensed (not sold).

4.2 LICENSE DETAILS

   Under each license, we authorize you to:

   1. use the Program's  machine-readable portion on only the Designated Machine
      or, if it is  inoperable,  a backup  Machine.  If the  Designated  Machine
      cannot assemble or compile the Program,  you may assemble or compile it on
      another Machine.

      If a Program is stored on a network server solely for the purpose of being
      distributed to other Machines, it is not considered to be in use.

      Certain  Programs IBM  designates  for home or travel use may be stored on
      the Designated Machine and another Machine, provided the Program is not in
      active use on both Machines at the same time.

      If you change the  Designated  Machine  previously  identified  to us, you
      agree to notify us of the change and its date;

   2. make and  store  copies of a  Program,  managed  by  a License  management
      tool, on Designated  Machines under control of that tool, but your use may
      not exceed the total number of users or amount of resource authorized;

   3. do the following to support your authorized use as described above--

      a. make copies of the Program, provided you  reproduce  copyright  notices
         and any other legends of ownership on each copy or partial copy, and

      b. merge the Program into another Program; and

   4. use any  portion of the Program we 1) provide in source  form,  or 2) mark
      restricted (for example, "Restricted Materials of IBM") only to--

      a. resolve problems related to the use of the Program, and

      b. modify the Program so that it will work together with other products.

You agree to comply with any additional  terms (such as usage  restrictions)  we
may place on a Program. We identify these in the Program's  Specifications or in
a Transaction Document.


ACTIONS YOU MAY NOT TAKE 

You agree not to do any of the following:

1. sublicense,  assign,  or transfer (unless we specify otherwise in the Program
   Specifications) the license for any Program;

2. distribute any Program to any third party; or

3. reverse assemble, reverse compile, or otherwise translate any Program.

4.3 PROGRAM FEATURES NOT USED ON THE DESIGNATED MACHINE

    Some Programs have features that are designed for use on Machines other than
    the Designated  Machine on which the Program is used. You may make copies of
    a feature and its  documentation  in support of your  authorized  use of the
    Program. Persons using a Machine outside of your Enterprise may use the copy
    only to access the associated Program. You agree to pay us for each copy you
    make of any feature we refer to as a "Distributed Feature."


                                  Page 13 of 19




4.4 ADDITIONAL LICENSE COPIES

    You may order  additional  licenses for  Programs.  If you prefer,  for each
    license we grant,  rather than shipping you another copy of the Program,  we
    will  authorize  you  to make an  additional  copy  (called  an  "Additional
    License Copy").

    For some  Programs,  you may make a copy under a Distributed  System License
    Option (called a "DSLO" license).  We charge less for a DSLO license than we
    do for the original license (called the "Basic" license).  In return for the
    lesser charge, you agree to do the following while licensed under a DSLO:

    1. have a Basic license for the Program;

    2. provide problem documentation  and receive Program Services (if any) only
       through the location of the Basic license; and

    3. distribute  to,  and  install  on,  the DSLO's  Designated  Machine,  any
       release, correction, or bypass that we provide for the Basic license.

4.5 PROGRAM TESTING

    We provide a testing  period for certain  Programs  to help you  evaluate if
    they meet your needs. If we offer a testing period, it will start 1) 10 days
    after  we ship  the  Program  or 2) on the day we  authorize  you to make an
    Additional License Copy. We will inform you of the duration of the Program's
    testing period.

    If you terminate  your license  during this period,  we will credit you with
    any charges you may have paid for the Program.

    For the first order of each Distributed  Feature,  the testing period is the
    same as its associated Program.
  

    We do not provide a testing period for a Program under a DSLO license. 

4.6 PACKAGED PROGRAMS

    We provide  certain  Programs  together  with their own license  agreements.
    These Programs are licensed under the terms of the agreements  provided with
    them.

4.7 PROGRAM PROTECTION

    For each Program, you agree to:

    1. ensure that anyone who uses it (accessed either locally or remotely) does
       so only for your  authorized  use and complies  with our terms  regarding
       Programs;

    2. maintain a record of all copies; and

    3. if it is a licensed data base  containing  information we provide to you,
       allow access to the  information  contained in it only to your employees,
       agents, or subcontractors, and only in support of their work for you.

4.8 PROGRAM SERVICES

    We provide  Program  Services for warranted  Programs and for selected other
    Programs.  If we can  reproduce  your  reported  problem  in  the  Specified
    Operating  Environment,  we will  issue  defect  correction  information,  a
    restriction,  or  a  bypass.  We  provide  Program  Services  for  only  the
    unmodified portion of a current release of a Program.


                                  Page 14 of 19



    We provide  Program  Services  1) on an  on-going  basis  (with at least six
    months' written notice before we terminate services for a Program), 2) until
    the date we specify, or 3) for a period we specify.

4.9 LICENSE TERMINATION

    You may terminate the license for a Program on one month's written notice or
    at any time during the Program's testing period.

    Licenses  for certain  replacement  Programs  may be acquired for an upgrade
    charge.  In this  event,  when you  license  these  Programs,  you  agree to
    terminate the license of the replaced Program.

    We may  terminate  any  license we grant you under the terms of this Part if
    you do not meet your obligations regarding Programs.

    You agree to destroy all copies of the Program  after  license  termination.
    However, you may keep a copy in your archives.


                                  Page 15 of 19




IBM CUSTOMER AGREEMENT
PART 5 - SERVICES
--------------------------------------------------------------------------------

5.1 MAINTENANCE SERVICES

    We will restore the Machine to good  working  order or exchange it, based on
    the type of service you select from those available for the Machine.  We may
    also  perform  preventive  maintenance.  We manage and  install  engineering
    changes  that apply to IBM  Machines.  We provide  Maintenance  Services for
    selected non-IBM Machines.

    We will inform you of the date on which  Maintenance  Services begin. We may
    inspect the Machine within one month  following that date. If the Machine is
    not in an acceptable condition for service, you may have us restore it for a
    charge.  Alternatively,  you  may  withdraw  your  request  for  Maintenance
    Services. However, you will be charged for any Maintenance Services which we
    have performed at your request.

    For a Machine  under a usage  plan,  you agree to  provide us with the meter
    reading  as of  the  last  working  day  of  the  period  that  the  minimum
    maintenance charge covers.

    Maintenance  Services do not cover  accessories,  supply items,  and certain
    parts,  such as  batteries,  frames,  and covers.  In addition,  Maintenance
    Services  do not cover  service of a Machine  damaged  by misuse,  accident,
    modification,   unsuitable  physical  or  operating  environment,   improper
    maintenance by you, removal or alteration of Machine or parts identification
    labels,  or failure  caused by a product  for which we are not  responsible.
    Unless  otherwise  agreed,  Maintenance  Services  do not cover  service  of
    Machine alterations.

    ALTERNATIVE SERVICE DURING WARRANTY

    For  certain  Machines,  you may choose  alternative  warranty  service.  We
    provide the alternative type of service for an additional  charge.  When the
    alternative  service  ends, we will  continue  Maintenance  Services for the
    Machine under the same type of service you selected.

    MAINTENANCE SERVICES TERMINATION

    You may terminate  Maintenance Services for a Machine on one month's written
    notice to us under any of the following circumstances:

    1. after it has been under Maintenance Services for at least six months;

    2. if you permanently remove it from productive use within your Enterprise;

    3. as of the effective date of an increase in Maintenance  Services charges;
       or

    4. if you  terminate  coverage for a Machine  also covered by a  Maintenance
       Service Option because we 1) remove a Machine type from eligibility or 2)
       increase total adjusted charges for Maintenance Services.

    We may terminate Maintenance Services for a Machine on three months' written
    notice,  provided it has been under  Maintenance  Services  for at least one
    year.

    Either of us may  terminate  service  for any  Machine if the other does not
    meet its  obligations  concerning  Maintenance  Services.  On termination of
    service for a Machine, we will give you any applicable credit.

    MAINTENANCE SERVICE OPTIONS

    We provide Maintenance Service Options for certain Machines.  We provide the
    terms  specific to an Option in an  Attachment or Statement of Work. We will
    inform you periodically of any changes.  We will defer an unfavorable change
    (and all changes  related to it) until the next  anniversary of the start of
    your contract period, if you request it in writing before the effective date
    of the change.

                                 Page 16 of 19




5.2 CONTINUING SUPPORT SERVICES

    We provide Continuing Support Services on a contract-period  basis to assist
    you in improving  the  availability  of your  systems.  We provide the terms
    specific to a Service in an  Attachment  or Statement of Work.  If we make a
    change to the terms that 1) affects your current  contract period and 2) you
    consider  unfavorable,  on your  request,  we will  defer it until  the next
    anniversary of the start of the contract period.

    Each of us agrees to notify the other (before your current  contract  period
    expires)  if  they do not  intend  to  renew.  

    CONTINUING SUPPORT SERVICES TERMINATION

    You may terminate a Continuing  Support  Service by providing us one month's
    written notice upon fulfillment of any minimum commitments. 

    The  termination  of Services  with  contract  periods  longer than one year
    results in adjustment charges In this case, you agree to pay the lesser of:

    1. the difference between the total charges you paid through the termination
       date and those  you would have  paid for the  same period of time  at the
       charge level of the next shorter contract period;

    2. the monthly charge multiplied by the applicable adjustment charge factor;
       or

    3. the total charges remaining to complete the contract period.

    When an  increase  results  in a change to your total  monthly  charge for a
    Service of more than the  adjustment  charge we specify,  you may  terminate
    that  Service  on  the  effective  date  of  the  increase.   Adjustment  or
    termination charges do not apply in this case.

5.3 PROJECT SUPPORT SERVICES 

    Following are examples of Project Support Services we make available to you:

    1. Consulting Services,  such as reengineering  business processes,  linking
       business and technology strategies,  improving  manufacturing  processes,
       and  enhancing   application   development  and  information   processing
       capabilities. We are responsible for managing the engagement;

    2. Custom Services, such as managing and performing project tasks to deliver
       Materials or acting as a prime contractor to deliver an integrated system
       that may consist of a combination of Products,  Services,  Materials, and
       other  items.  We  are  responsible  for  managing  the  project,  unless
       specified otherwise in the Statement of Work; and

    3. Hourly  Services,  such  as  assisting  on  a  technical  task.  You  are
       responsible  for managing the project and for any results  achieved.  The
       Statement  of Work will specify the hourly rate and  estimated  number of
       hours.  The estimate is not a fixed-price  commitment.  Charges = (actual
       hours x rate) + expenses.

       Hourly Services end when the first of the following occurs: 1) you advise
       us, in writing, that further Services are not required, 2) we provide the
       specified number of hours, or 3) the estimated end date expires.  You may
       authorize,  in writing,  additional  hours or  extension of the end date.

       PROJECT SUPPORT SERVICES TERMINATION 

       Either of us may  terminate  a project on written  notice to the other if
       the other does not meet its obligations concerning the Statement of Work.
       Upon  termination,  we will stop our work in an orderly manner as soon as
       practical.

       You agree to pay us for all  Services  we provide  and any  Materials  we
       deliver  through the  project's  termination  and any charges we incur in
       terminating subcontracts.

 
                                 Page 17 of 19



5.4 THE STATEMENT OF WORK

    A separate  Statement of Work will be signed by both of us for each Services
    transaction not covered by another Transaction Document. When we accept your
    order, we agree to provide the Services  described in the Statement of Work.

    The   Statement  of  Work   includes,   for  example:   

    1. our respective responsibilities;

    2. the specific conditions (called the "Completion Criteria"),  if any, that
       we are required to meet to fulfill our obligations;


    3. a contract period for Maintenance and Continuing Support Services and an
       estimated  schedule  for Project Support  Services  that  we provide  for
       planning purposes;  and 

    4. applicable  charges  (not  including  taxes)  and any other  terms. 

    If a Statement of Work contains an estimated schedule,  each of us agrees to
    make  reasonable  efforts  to  carry  out  our  respective  responsibilities
    according to that  schedule.  If the Statement of Work  contains  Completion
    Criteria,  we will  inform  you when we meet each of them.  You then have 10
    days to inform us if you believe  that we have not met those  criteria.  The
    project is complete when we meet the Completion Criteria.

    CHANGES TO STATEMENTS OF WORK

    When both of us agree to change a Statement  of Work other than as permitted
    in the Maintenance  Service Options and Continuing Support Services Sections
    of this  Agreement,  we will  prepare a written  description  of the  agreed
    change  (called a "Change  Authorization"),  which both of us must sign. The
    terms of a Change Authorization  prevail over those of the Statement of Work
    and  any of  its  previous  Change  Authorizations.  

    Any  change in the  Statement  of Work may  affect  the  charges,  estimated
    schedule,  or other  terms.  Depending on the extent and  complexity  of the
    requested changes, we may charge for our effort required to analyze it. When
    charges are  necessary,  we will give you a written  estimate  and begin the
    analysis only on your written  authorization.  

PERSONNEL

Each of us will: 

1. designate a coordinator who will represent each of us,  respectively,  in all
   matters  concerning   Project  Support  Services  and  other  Services  where
   applicable; and

2. be responsible for the supervision,  direction, and control of our respective
   personnel.

We will try to honor your requests  regarding the assignment of our personnel to
your project.  However,  we reserve the right to determine the assignment of our
personnel.  

We may  subcontract  a  Service,  or any  part of it,  we  provide  to  you,  to
subcontractors  selected  by us.

5.5 MATERIALS  OWNERSHIP  AND  LICENSE

    We will specify  Materials to be delivered to you. We will  identify them as
    being "Type I  Materials,"  "Type II  Materials,"  or  otherwise  as we both
    agree. If not specified, Materials will be considered Type II Materials.

    Type I Materials are those,  created during the Service  performance period,
    in which you will have all right, title, and interest  (including  ownership
    of copyright).  We will retain one copy of the Materials. You grant us 1) an
    irrevocable,  nonexclusive,  worldwide,  paid-up  license  to use,  execute,
    reproduce,  display, perform,  distribute (internally and externally) copies
    of, and prepare  derivative works based on Type I Materiais and 2) the right
    to authorize others to do any of the former.


                                 Page 18 of 19




    Type II Materials are those,  created during the Service  performance period
    or otherwise (such as those that preexist the Service), in which we or third
    parties  have  all  right,  title,  and  interest  (including  ownership  of
    copyright).  We will deliver one copy of the specified  Materials to you. We
    grant you an irrevocable,  nonexclusive,  worldwide, paid-up license to use,
    execute, reproduce, display, perform, and distribute, within your Enterprise
    only, copies of Type II Materials.

    Each of us agrees to reproduce the copyright  notice and any other legend of
    ownership on any copies made under the Licenses granted in this Section.



                                 Page 19 of 19




IBM BUSINESS PARTNER AGREEMENT 
INDUSTRY REMARKETER PROFILE 

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

We welcome you as an IBM Business Partner.


This  Profile  covers the details of your  authorization  to market our products
with your value-added  enhancements to End Users.  Like you, we are committed to
providing  the  highest  quality  Products  to the  Customer.  As  our  industry
remarketer,  please let us know if you have any  questions or problems  with our
Products.

By signing below, each of us agrees to the terms of the following  (collectively
called the "Agreement"):

   (a) this Profile;

   (b) Remarketer General Terms (2125- [ILLEGIBLE]); and

   (c) the applicable Attachments referred to in this Profile.

This  Agreement  and its  applicable  Transaction  Documents  are  the  complete
agreement  regarding  this  relationship,  and replace any prior oral or written
communications  between us. Once this Profile is signed,  1) any reproduction of
this  Agreement or a Transaction  Document made by reliable  means (for example,
photocopy or  facsimile) is considered an original and 2) all Products you order
and Services you perform under this Agreement are subject to it.



Revised Profile (yes/no):   no          Date received by IBM:    5/31/96
                         ---------                             -----------

Agreed to: (IBM Business Partner name)  Agreed to:
NATIONAL TRANSACTION NETWORK            International Business Machines 
                                        Corporation


By  Paul Siegauthaler                   By  T. Webb
  --------------------------------        -----------------------------------

Name (type or print): Paul Siegauthaler Name (type or print): T. Webb

Date: 22 May 1996                       Date: 6/03/96

IBM Business Partner address:           IBM Office address:
NATIONAL TRANSACTION NETWORK            4111 Northside Parkway
9 Kane Industrial Drive                 Atlanta, GA 30327
Hudson, MA 01743


[Industry  Remarketers  are required to sign this  Profile,  only if it is being
revised.  After signing,  please return a copy to the "IBM Office address" shown
above]




                           DETAILS OF OUR RELATIONSHIP

1. CONTRACT-PERIOD START DATE (MONTH/YEAR): __________ DURATION (MONTHS): 12 
   The start  date is always  the first day of a month.  The start date does not
   change with a revised Profile.

2. RELATIONSHIP  APPROVAL/ACCEPTANCE  OF  ADDITIONAL  TERMS:  
   For  each  approved  relationship,  each of us  agrees  to the  terms  of the
   applicable  Attachment by signing this Profile.  Copies of those  Attachments
   are  included.  Please  make sure you have them (and the  Remarketer  General
   Terms) and notify us if any are missing.

<TABLE>
<CAPTION>
                                             APPROVED
   AUTHORIZED RELATIONSHIP                   (YES/NO)                  ATTACHMENT

<S>                                          <C>              <C> 
   1) Industry Remarketer                      yes               Z125-4805-09 07/95
   2) K-12 Education Remarketer                no                Z125-5177-02 02/95

THE FOLLOWING OFFERINGS HAVE ADDITIONAL 
TERMS IN THE APPLICABLE ATTACHMENT:

   1) Electronic Data Interchange              no                Z125-5207-000 3/94
   2) Marketing Programs for Use
      on non-IBM Machines                      no                Z125-5241-00 07/94
   3) IBM RISC System/6000 - North American    no                Z125-5308-01 02/95
   4) IBM PC Server System/390                 no                Z125-5338-00 05/95

</TABLE>

3. NAME AND ADDRESS OF YOUR AGGREGATOR, IF APPLICABLE:  
   You may  receive  Dealer  Exhibit  Products  through  this  Aggregator.  By  
   selecting this Aggregator,  you agree that it (and not we) will provide the
   functions  identified in the Remarketer  General Terms as the  Aggregator's
   responsibility.

   NONE SELECTED
   ---------------------------------------------------------------------------
   ---------------------------------------------------------------------------
   ---------------------------------------------------------------------------
   ---------------------------------------------------------------------------
   ---------------------------------------------------------------------------
   ---------------------------------------------------------------------------


                                  Page 2 of 9






4. NAME  AND  ADDRESS  OF YOUR  K-12  EDUCATION  SYSTEMS  INTEGRATORS  FOR  K-12
   EDUCATION PRODUCTS:
   If you are a K-12  Education  Remarketer,  you  may  acquire  K-12  Education
   Products on the Dealer  Exhibit  from either the  Primary or  Secondary  K-12
   Education  Systems  Integrator  named  below. If a  particular  configuration
   involving K-12 Education  Products also requires other Products on the Dealer
   Exhibit,  you may  acquire  such  other  Products  1) from  either  of  these
   Integrators  provided such other Products are ordered in conjunction with the
   K-12  Education  Products,  or 2)  separately  through  your  Aggregator.  

   By selecting these Integrators, you agree that they (and not we) will provide
   the functions  identified in the Remarketer  General Terms as an Aggregator's
   responsibility. 

   PRIMARY K-12 EDUCATION SYSTEMS INTEGRATOR: 
   NOT APPLICABLE
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------


   SECONDARY K-12 EDUCATION SYSTEMS INTEGRATOR:
   NOT APPLICABLE                             
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------

5. APPROVED ONLY FOR DEVELOPMENT SYSTEM (YES/NO):    YES    
                                                     ---

   You  are approved to use the Products  identified in this section,  including
   their  associated Programs and peripherals,  for development  purposes.  This
   section  is approval for  development use and is not approval to market these
   Products.  Section 7 is approval for both marketing and development.

DEVELOPMENT SYSTEM PRODUCTS:
        4690
---------------------------   -----------------------   ------------------------


                                  Page 3 of 9



6. PRODUCT APPROVAL
   The  following  Products  are  listed in the  Dealer  Exhibit,  the  Software
   Remarketer  Exhibit,  or the Industry  Remarketer  Exhibit,  unless otherwise
   noted.  The terms of an Exhibit apply to the Products  listed in it. Approval
   to  market  the  Products  includes  approval  for you to  acquire  them  for
   development  purposes.  Certain Products may not be available to you directly
   from IBM. Such Products may be sourced from an IBM Authorized Distributor.

<TABLE>
<CAPTION>
                                                  APPROVED TO MARKET        APPROVED TO MARKET
                                                     TO END USERS              TO END USERS
                                                     AS AN IR-MR (1)          AS AN IR-PC (2)
   SYSTEM TYPES                                        (YES/NO)                  (YES/NO)
<S>                                                <C>                       <C>                              
   1) IBM System/390                                    no                        N/A
   2) IBM RISC System/6000 (3)                          no                        N/A
   3) IBM Scalable POWERparallel                        no                        N/A
      Systems 9076 SP2 (4)
   4) IBM AS/400                                        no                        N/A
   5) IBM Networking Products                           no                        N/A

   SYSTEM UNITS
   1) IBM PC (5)                                        N/A                       no
   2) Item 1 above as workstations (6)(7)               yes                       N/A
   3) IBM PC Server (5)                                 N/A                       no
      except IBM PC Server System/390
   4) Item 3 above as workstations (6)(7)               yes                       N/A
   5) IBM PC ServerSystem/390                           N/A                       no
   6) ThinkPad (5)                                      N/A                       no
   7) Item 6 above as workstations (7)                  yes                       N/A
   8) IBM Retail POS Products                           no                        N/A
      Models 468x and 469x (except 4694)
   9) IBM 4694 Retail POS Products                      no                        N/A
   10)IBM 465x Restaurant POS Products                  no                        N/A     
   11)K-12 Education System Units(8)                    N/A                       no 

   PRODUCT CATEGORIES                         
   1) Graphics                                          no                        N/A                       
   2) Finance Products Category J1                      no                        N/A
   3) K-12 Education Programs (8)                       N/A                       no
   4) IBM Storage Products                              no
      Category S1 Products                              no                        N/A
      Category S2 Products (10)                         no                        N/A
      Category S3 Products (10)                         no                        N/A
      Category S4 Products                              no                        N/A

   5) IBM Entry System License Programs (11)            N/A                       no

   PRODUCTS AND OFFERINGS
 1)  Printers from the IBM Printing
     Systems Company (7)(12)                            yes                       N/A

</TABLE>

(1)  "IR-MR",  means  you  are an  industry  remarketer  of  mid-range  computer
     Products.  When  we  approve  you  or  Products  listed   in  the  Industry
     Remarketer Exhibit, you are also approved for their associated Programs and
     peripherals  listed in the Industry  Remarketer,  Software  Remarketer  and
     Dealer Exhibits.  When we approve you to market personal computer Products,
     you are also approved for their associated  Programs and peripherals listed
     in the Dealer and Software Remarketer Exhibits.
(2)  "IR-PC" means you are an industry remarketer of personal computer Products.
     When we approve you for Products listed in the Dealer Exhibit, you are also
     approved  for  their  associated  Programs  and  peripherals  listed in the
     Deeler,  Software  Remarketer and Industry  Remarketer  Exhibits.  
(3)  This  approval  authorizes  you to market the IBM RISC  System/6000  in the
     United  States and  Canada,  subject  to terms of the IBM RISC  System/6000
     North American Remarketer Attachment.
(4)  Your  approval to market the IBM RISC  System/6000  is a  prerequisite  for
     approval to market the SP2. However,  approval for the IBM RISC System/6000
     does not constitute approval for you to market the SP2.
(5)  May be available from an Aggregator.
(6)  May only be used, in conjunction with your value-added  enhancement,  as 1)
     peripherals to system types, 2) peripherals to Point of Sale (POS) systems,
     or 3) controllers for POS systems.
(7)  You are approved to market these Products only if you have been approved to
     market a System Type as an IR-MR. 
(8)  Available only from a K-12 Education Systems Integrator.
(9)  Category F and J2  Products  in the  Industry  Remarketer  Exhibit  are not
     available to IR-PC's.
(10) You are also approved for Category S1 Products.
(11) These Products are listed in IBMLink.
(12) See Section 10 "Additional Terms."

                                  Page 4 of 9




EXCLUSIONS, IF APPLICABLE:
Although  included by  reference in Product  approval,  you are not approved for
these individual Products.

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

7. AUTHORIZED LOCATIONS:

   TOTAL NUMBER OF AUTHORIZED LOCATIONS LISTED IN THIS PROFILE: 1
                                                               ---
<TABLE>
<CAPTION>

<S>         <C>             <C>    
   Loc ID   Loc. Type (a)    Authorized Location (street address, city, state, ZIP code)

            IRMR             9 KANE INDUSTRIAL DRIVE
                             HUDSON, MA 01749

            MINIMUM RENEWAL CRITERIA (4)
            Product Name                                 Volumes/Revenue/Other
            4690 POS                                     N/A -- DEVELOPMENT STATUS ONLY 
   

            MINIMUM NUMBER OF TRAINED PERSONNEL 
            Product/Course Name                          Mgmt    Sales   Prog Support   Service


         Certification (2) (3)

         04 59 67 68 69 79 256 332 347 
         N  N  N  N  N  N  N   N   N
</TABLE>

(1)  A  location  type ot "IR-MR"  means an  industry  remarketer  of  mid-range
     computer  Products,  "IR-PC"  means  an  industry  remarketer  of  personal
     computer Products.

(2)  As an IR-PC,  the  location  must be  certified  tor you to market  certain
     Products  or  (when  also  approved  as an IBM  Premier  Personal  Computer
     Servicer) to service certain  Products.  A "Y" means certified;  an "N" (or
     anything other than a "Y") means not certified. As an IR-MR,  certification
     does not  apply  (regardless  ot  whether  anything  is  entered  under the
     certification  groups).  The group to which  each  Product is  assigned  is
     specified in the Dealer and Sottware Remarketer Exhibits.

(3)  As a K-12  Education  Remarketer,  you agree to notify us in writing it (at
     any  time) any ot your  locations  no longer  satisfies  our  certification
     requirements.

(4)  If you are assigned a MRC tor the IBM RISC  System/6000,  your MRC includes
     sales made in the U.S. and Canada. 

     Certification  Groups: 

      04 = IBM Premier Personal Computer Servicer (a)
      59 = IBM  THINKable Products 
      67 = NetWare (b) - Basic
      68 = NetWare  - Gold 
      69 = NetWare  - Platinum  
      79 = IBM VoiceType  
     256 = K-12  Education  Products 
     332 = IBM  Premier  Personal  Computer Servicer- Fixed Fee (a)
     347 = IBM PC Server System/390

(a) While certified, you may not assign Warranty Service responsibility for any 
    Machines.
(b) Registered trademark of Novell, Inc.


                                  Page 5 of 9




                        AUTHORIZED LOCATIONS (CONTINUED)
<TABLE>
<CAPTION>

<S>      <C>             <C>   
Loc. ID    Loc. Type (a)    Authorized Location (street address, city, state, ZIP code)


           MINIMUM RENEWAL CRITERIA
           Product Name                            Volumes/Revenue/Other

           MINIMUM NUMBER OF TRAINED PERSONNEL
           Product/Course Name                     Mgmt     Sales    Prog Support Service



           CERTIFICATION (2)(3)
           04  59  67  68  69  79  256  332  347




Loc. ID    Loc Type (a)      Authorized Location (street address, city state, ZIP code)

           MINIMUM RENEWAL CRITERIA
           Product Name                             Volumes/Revenue/Other



           MINIMUM NUMBER OF TRAINED PERSONNEL

           Product/Course Name                      Mgmt    Sales    Prog Support Service




           CERTIFICATION (2)(3)

           04  59  67  68  69  79  256  332  347

</TABLE>
                                  Page 6 Of 9




8. YOUR COMMITMENT, IF APPLICABLE: 

   A) This section  identifies by System Type (1):  your Contract  Period System
   Revenue  Commitment  (2); its Applicable  Discount  Percentage  (3); and, the
   Minimum  Revenue  Attainment  you are required to achieve at the mid-point of
   your Contract Period,  in order to maintain the current  discount  percentage
   (4). At your request we will review your Revenue Attainment,  any time during
   the  contract  period  to  determine  if you  qualify  for a higher  discount
   percentage.  

   At the  mid-point  of your  contract  period,  IBM will review  your  Revenue
   Attainment by System Type. If it is less than the amount  specified in column
   (4), your  discount  percentage  will be adjusted  downward one level for the
   remainder of the contract period. 


<TABLE>
<CAPTION>
<S>                <C>                   <C>                          <C> 
       (1)               (2)                   (3)                          (4) 
   System Type       System Revenue     Applicable  Discount       Six Months'(1) Minimum
       or            Commitment         Percentage                 Revenue Attainment to
   System  Unit                                                    Maintain  Current 
 (as  applicable)                                                  Discount Percentage

  IBM RISC

  System/6000 (2)        N/A                  N/A                           N/A

                                  Federal (3) Discount for:

                                  Machines   N/A      Programs   N/A   

  IBM SP/2               N/A                 N/A                            N/A

  IBM AS/400:            N/A                                                N/A

    9402                                     N/A    

    9404                                     N/A 

    9406                                     N/A

 I/O and SW                                  N/A                  

 IBM Point of
 Sale Products          N/A                  N/A                           N/A

</TABLE>

(1) 12 Months it you have a 24-month contract

(2) Your System Revenue  Commitment is the aggregate of such  Commitment tor the
    U.S.  and  Canada.  Your  Applicable  Discount  Percentage  is  based on the
    aggregate of your System Revenue Commitment tor the U.S. and Canada.

    The Six Month Minimum  Revenue  Attainment  review includes the aggregate of
    your Attainment in the U.S. and Canada.

(3) The  Products  eligible  for the  Federal  discount  are  identified  in the
    Industry  Remarketer  Federal  Discount  Schedule F.

 B) This  applies  only  to  those  Products  listed in the Industry  Remarketer
    Exhibit which require a quantity commitment.

    PRODUCT                    COMMITTED QUANTITY OF
    CATEGORY                   PRODUCTS BY CATEGORY

    N/A
    -----------------------    ----------------------------
    -----------------------    ----------------------------
    -----------------------    ----------------------------
    -----------------------    ----------------------------
    -----------------------    ----------------------------
    -----------------------    ----------------------------
    -----------------------    ----------------------------
    -----------------------    ----------------------------
    -----------------------    ----------------------------
    -----------------------    ----------------------------

                                   Page 7 of 9





9. ASSIGNMENT OF WARRANTY SERVICE RESPONSIBILITY, IF APPLICABLE:
   You assign to us, or an IBM Premier  Personal  Computer  Servicer,  Warranty
   Service responsibility for the following Dealer Exhibit Machines. 

   Type/Model      Type/Model         Type/Model        Type/Model

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

   Unless you are assigning to us,  please  specify the name of the IBM Premier
   Personal Computer Servicer:


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

10. ADDITIONAL TERMS:
    The following terms apply to the IBM Printing Systems Company.

    1) END USER SUPPORT

       We  will   provide  End  User   support.   Your  End  User   satisfaction
       responsibilities are limited to the responsibilities specified below. You
       agree to:

         1. select Products that best meet the End User's needs;  
    
         2. inform the End User of how to obtain ongoing support;            

         3. assist us, when requested, in ensuriog End User satisfaction, and

         4. provide us within 10 days of installation of a product the following
            information:

             a. End User name and address; 

             b. Machine type/model and serial number; installation date and 
                location; and 

             c. date of sale.

    2) DEMONSTRATION PRODUCTS

       For use as  demonstration  Products,  we  may make IBM  Printing  Systems
       Company Products available to you at lower charges. 

       You agree to:

       1. use  a   demonstration   Product   primarily   in   support  of   your
          Product-marketing activities;

       2. not resell,  lease, or transfer a  demonstration  Product for 6 months
          after its Date of Installation, without prior written consent; and

       3. pay an adjustment charge if you use a demonstration Product other than
          as described  above.  The charge is the difference  between  what  you
          paid and the full charge for the Product.

You may not combine this offering with any other  discount or allowance.  We may
limit the quantity of  demonstration  Products  you  acquire. 


                                   Page 8 of 9





11. VALUE-ADDED ENHANCEMENT DESCRIPTIONS:

    The following is a description of each of your value-added enhancements.  If
    we list certain  Programs as your complete  value-added  enhancements,  this
    section is approval  for you to market  those  Products as your  value-added
    enhancements to End Users.  

    IBM ADVANCED  PAYMENT SYSTEM (APS) (DEVELOPMENT STATUS  ONLY) 

    The  implementation  of  Advanced  Payment  System  (APS) for  retailers  to
    include at a minimum:

    - The IBM 4690 Advanced PaYment System

    -  System  design  for  integration  with  the POS  System  and the  network
       implementation
 
    - System customization as required by the end user

    - If not the provider of the POS System,  communication with and arrangement
      with that provider for sharing end user support 

    - End user training

    - End user support

The system must be placed in productive use to meet end user business needs .

By  submitting  this  VAE,  National  Transaction  Network  certifies  they have
received the  appropriate IBM training on the application and that they have the
skills  necessary to market,  install and support the  Product.  This VAE may be
remarketed     without    the    requirement    to    market    IBM    hardware.
********************************************************************************


                                  Page 9 of 9