FIRST AMENDMENT TO LICENSE AND OPTION AGREEMENT

         This  Amendment,  dated as of July  22,  1999,  is made by and  between
PrimeHoldings.Com,  Inc., a Delaware corporation (the "Licensee"), and Automated
Solutions, Inc., a Utah corporation (the "Licensor").

                                    RECITALS:

         Licensor and Licensee have entered into a License and Option Agreement,
dated as of July 1, 1999 (the "License  Agreement").  Capitalized  terms used in
these recitals have the meanings given to them in the License  Agreement  unless
otherwise specified.

         Licensee has requested  that certain  amendments be made to the License
Agreement,  which  Licensor  is  willing  to  make  pursuant  to the  terms  and
conditions set forth herein.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and agreements herein contained, it is agreed as follows:

1.  Capitalized  terms used in this  Amendment  which are defined in the License
Agreement  shall have the same  meanings as defined  therein,  unless  otherwise
defined herein.

2. The License Agreement is hereby amended to add the following new Section 1.1,
which new Section 1.1 will replace in its  entirety the original  Section 1.1 in
the License agreement:

         "2.1 In consideration  of the  non-refundable,  irrevocable  payment by
         Licensee to Licensor of the sum of One Hundred Fifty  Thousand  Dollars
         ($150,000) which amount has been received by Licensor,  Licensor hereby
         grants to Licensee a fully-paid,  exclusive,  non-assignable license to
         use the Licensor's  presently  existing source code (the "Source Code")
         for Licensor's data extraction software known as the "Neural Cube?" and
         the "ADEPT System?"  (collectively,  the "Data Extraction  Technology")
         solely in connection with  Licensee's  data  extraction  service bureau
         business  whereby  Licensee  proposes to extract  Current Data (as such
         term is  defined  below)  from  paper  forms and  convert  such data to
         electronic  files in a manner similar to Licensor's past practices (the
         "Field of Use").  For purposes of this Agreement,  "Current Data" shall
         mean data that has been  entered on paper forms by clients or customers
         or their  affiliates  no more than 180 days prior to submission of such
         data to Licensee for  extraction  and  conversion to electronic  files.
         Licensee's  license  hereunder is limited to the Field of Use. Licensee
         acknowledges  that its  rights in the Data  Extraction  Technology  are
         limited to the license granted  hereunder and that Licensor retains all
         right,  title and  interest  in and to the Data  Extraction  Technology
         except  for  the  limited  license  specifically  granted  to  Licensee
         hereunder. Licensor hereby grants to Licensee a fully-paid,  exclusive,
         non-assignable,  license  to use the  Licensor's  trade  names  "Neural
         Cube?" and "ADEPT System?  solely in the Field of Use.  Licensee agrees
         to protect  and to not  denegrate  such  trade  names.  Licensor  shall
         deliver to Licensee the Source Code in tape medium. Licensee may engage
         Licensor,  on  mutually  agreeable  terms to Licensor  and  Licensee to
         install  the  Data  Extraction   Technology  for  use  by  Licensee  at
         Licensor's facilities.  Licensee may modify, alter, enhance,  change or
         revise the Source Code or Data Extraction Technology; provided, (i) any
         such modifications,  alterations,  changes or enhancements  ("Changes")
         shall  automatically  be  deemed,  and  hereby  are,  licensed  back to
         Licensor on a royalty-free,  non-exclusive basis for use solely outside
         of the Field of Use,  and (ii)  Licensee  shall,  on  demand,  promptly
         deliver to Licensor a tape of the source code for the Changes, together
         with a copy of all documentation  related thereto. The Licenses granted
         under this Section 1.1 shall be perpetual,  subject to Licensor's right
         to terminate the  exclusive  nature of the Licenses (i) with respect to
         the  trucking  industry  promptly  upon notice to Licensee in the event
         Licensee  ceases to  actively  market to the  trucking  industry in the
         Field of Use  using  the Data  Extraction  Technology;  and (ii) in the
         event Licensee  breaches or becomes in default as provided in Section 2
         of the Escrow  Agreement dated July 22, 1999 entered into in connection
         herewith  with  Licensor and  LeBoeuf,  Lamb,  Greene & MacRae,  L.L.P.
         Licensee  shall be deemed  to have  ceased  to  actively  market to the
         trucking  industry if Licensee  fails to add at least two new customers
         (other  than  those  customers  listed in  Exhibit  "A" to the  License

<PAGE>

         Agreement)  in  the  trucking  industry  in  any  twelve-month   period
         beginning  August 1, 1999.  Licensee shall provide Licensor with a copy
         of all new  customer  contracts  after the date hereof  relating to the
         trucking industry as Licensee enters into such contracts."

3.       The License Agreement is hereby amended to add the following additional
language to the end of Section 4:

         "In the event  Wal*Mart  Stores,  Inc.  demands a refund of the $11,000
         paid to Licensor as of July 1, 1999,  in  connection  with the contract
         between  Licensor and Wal*Mart  Stores,  Inc. dated March 16, 1999, the
         Licensor agrees to indemnify and hold harmless Licensee for any amounts
         paid by Licensee to Wal*Mart  Stores,  Inc. in connection with any such
         demand, up to a maximum of $11,000.

4.       The License Agreement is hereby amended to add a new Section 13 to read
in its entirety as follows:

         "Section 13. Remedies.  In addition to any other remedies  provided for
         herein,  in the  event of a breach or  default  under the terms of this
         Agreement  by either  party,  the  defaulting  party  agrees to pay all
         out-of-pocket  expenses including reasonable  attorneys' fees and legal
         expenses  incurred by or on behalf of the  non-defaulting  party in the
         enforcement  of this  Agreement,  in exercising any remedy arising from
         such breach or default, or otherwise related to such breach or default.
         Regardless of any breach or default, the defaulting party agrees to pay
         all expenses,  including reasonable attorneys' fees and legal expenses,
         incurred by the non-defaulting  party in any bankruptcy  proceedings of
         any  type  involving  the  non-defaulting   party  or  this  Agreement,
         including,  without  limitation,  expenses  incurred  in  modifying  or
         lifting the automatic stay,  determining  adequate  protection,  use of
         cash collateral, or relating to any plan of reorganization."

5.       Except as explicitly  amended by this  Amendment,  all of the terms and
conditions of the License Agreement shall remain in full force and effect.

6.       The Licensee hereby represents and warrants to the Licensor as follows:

         6.1 The Licensee has all requisite  power and authority to execute this
Amendment and to perform all of its  obligations  hereunder,  and this Amendment
has been duly executed and delivered by the Licensee and  constitutes the legal,
valid and binding obligation of the Licensee, enforceable in accordance with its
terms.

         6.2 The  execution,  delivery and  performance  by the Licensee of this
Amendment have been duly authorized by all necessary corporate action and do not
(i)  require  any  authorization,   consent  or  approval  by  any  governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign,  (ii) violate any  provision of any law,  rule or  regulation or of any
order, writ,  injunction or decree presently in effect,  having applicability to
the Licensee,  or the articles of  incorporation  or bylaws of the Licensee,  or
(iii) result in a breach of or  constitute a default under any indenture or loan
or credit  agreement or any other  agreement,  lease or  instrument to which the
Licensee is a party or by which it or its properties may be bound or affected.

7.       This Agreement may be executed in  counterparts  by facsimile,  each of
which  shall  be  enforceable   against  the  parties  actually  executing  such
counterparts, and all of which together shall constitute one instrument.

8.       Licensee and Licensor are  simultaneously  herewith  entering  into the
Escrow Agreement.

         IN WITNESS  WHEREOF,  the  Licensor  and Licensee  have  executed  this
Amendment  through their authorized  signatories  effective as of the date first
above written.

                                        AUTOMATED SOLUTIONS, INC.

                                        By: /s/ Russell W. Wilding
                                            --------------------------------
                                            Russell W. Wilding, President

                                        PRIMEHOLDINGS.COM, INC.

                                        By: /s/ David E. Shepardson, III
                                            ----------------------------
                                            David E. Shepardson, III
                                            Its:     Vice-President/CFO