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                                                              EX.10.1

                           GENERAL SERVICES AGREEMENT

         This GENERAL SERVICES AGREEMENT is dated January 21, 2000 and made
effective as of October 1, 1999, between World Wide Technology, Inc., a Missouri
corporation ("WWT"), and telcobuy.com LLC, a Delaware limited liability company
("TCB", each of WWT and TCB being a "PARTY" and together the "PARTIES").

                                    RECITALS

A.       TCB is a  majority-owned  subsidiary of WWT and formerly a division of
         WWT, and WWT has provided  certain  services to TCB and its
         predecessors.

B.       Because WWT's ownership of TCB will be reduced, the Parties wish to
         state formally the terms on which certain essential services will
         continue to be provided by WWT to TCB concerning information technology
         and Web-hosting services and administration, as well as certain other
         back-office and consulting services needed by TCB.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Parties agree as
follows:

                    ARTICLE 1. DEFINITIONS AND INTERPRETATION

          Various terms used in this Agreement are defined in the Definitional
Appendix; the defined terms used in this Agreement begin with a capital letter.
Various interpretative matters for this Agreement are also set forth in the
Definitional Appendix. The Definitional Appendix is an integral part of this
Agreement.

                                 ARTICLE 2. TERM

2.1.     STATED TERM. This Agreement commences on the Effective Date and will
         continue in effect until, but excluding, the first anniversary thereof,
         unless terminated earlier by one or both of the Parties in accordance
         with Article 13, or extended as provided below.

2.2.     RENEWAL. The term of this Agreement will be automatically extended for
         two successive one-year periods unless, at the option of TCB, it gives
         Notice to WWT, at least 90 days prior to the then current term, of
         TCB's election to not renew this Agreement. Upon Expiration, WWT shall
         provide transition assistance as set forth in Section 2.3 below.

2.3.     TRANSITION ASSISTANCE. For up to 180 days after Expiration, WWT shall
         comply with TCB's reasonable requests for assistance in engaging or
         training another Person or Persons to provide, and for records and
         other information relating to, the Services rendered by WWT preceding
         that Expiration. TCB shall reimburse and pay WWT's Transition Expenses
         in accordance with invoices submitted to TCB by WWT. Article 1,
         Articles 8 through 12 and Articles 14 through 25 shall apply in this
         situation as though


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         this Agreement had not Expired. WWT may cease providing transition
         assistance, immediately upon Notice to TCB, if TCB has not paid the
         amount described in a Nonpayment Notice by the tenth Business Day after
         the Nonpayment Notice was given. If the records or other information
         provided by WWT are Confidential Information, Article 10 shall also
         apply as though this Agreement had not Expired.

                               ARTICLE 3. SERVICES

3.1.     SCHEDULES. During the first year of the term of this Agreement, WWT
         shall provide, and TCB shall pay for, such Services as TCB may request
         during the effectiveness of this Agreement. The Services are described
         on Schedules 1 and 2 to this Agreement, which are an integral part of
         this Agreement. After the first year of the term of this Agreement, WWT
         shall no longer be required to provide the requested Services, unless
         TCB shall have extended the term of this Agreement as provided in
         Section 2.2. At no time shall TCB be required to use WWT for any
         Services.

3.2.     STANDARD OF CARE. WWT shall use the same care in rendering the Services
         to TCB as it uses in rendering services on behalf of WWT itself and the
         WWT Business Units and divisions. Further, WWT's care in rendering the
         Services shall be at least equal to the care that it has used in
         providing each Service to TCB during the period in which TCB was a
         division of WWT.

3.3.     MANNER AND PLACE OF PERFORMANCE. WWT shall render each Service
         requested by TCB in accordance with any terms (including any time
         period) described on the corresponding Schedule or any applicable SLA,
         though WWT has full discretion about how to render each Service as that
         Service is so described. WWT is not obligated to render any Service or
         Task in the same manner (such as using the same personnel or other
         assets of WWT) as it previously rendered that Service or Task, whether
         before or after the Effective Date. Each Service will be performed at
         WWT's offices or the other place or places it was rendered most
         recently before the Effective Date, except as described in the
         corresponding Schedule or except as Subcontracted in accordance with
         this Agreement. TCB shall afford access to its premises as necessary or
         reasonably appropriate to permit a Service or Task to be rendered.

3.4.     RECIPIENTS OF SERVICES. The Services shall be rendered solely to, or
         for the direct benefit of, TCB. TCB may not assign, license, or
         otherwise transfer or provide, whether for or without consideration,
         any right to any Service, in whole or in part, to any Person. TCB may,
         however, provide any other Person (whether for or without
         consideration) any product or information of TCB resulting or derived
         from any Service or Task, to the extent not prohibited by Article 10.

3.5.     SUBCONTRACTING SERVICES. WWT has Subcontracted certain of the Services,
         in whole or in part, before the Effective Date; the Schedules indicate
         those Services that are Subcontracted and the corresponding
         Subcontractors as of the Effective Date. TCB consents to that
         Subcontracting and those Effective Date Service Subcontracts and


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         Subcontractors. WWT's subcontracting after the Effective Date, however,
         is subject to these terms:

         (a)      WWT may, without any consent or approval of TCB, (i)
                  Subcontract any Service, in whole or in part, to any Person,
                  including any Affiliate of WWT, (ii) amend any Service
                  Subcontract, or (iii) cease to Subcontract any Service, in
                  whole or in part. However, WWT's election to Subcontract
                  Services shall not relieve WWT of any of its obligations
                  hereunder as though WWT were performing the work.

         (b)      Other than an Effective Date Service Subcontract, TCB shall
                  have no indemnification obligation under Section 14.4(b)
                  regarding any Service Subcontract entered into by WWT without
                  TCB's Reasonable Consent. Also, if WWT, without TCB's
                  Reasonable Consent, enters into any amendment to (i) an
                  Effective Date Service Subcontract, or (ii) any other Service
                  Subcontract to which TCB had given its Reasonable Consent, TCB
                  shall be liable under Section 14.4(b) only for any Damages of
                  WWT or any of its Indemnified Agents that would have resulted
                  without that amendment; that is, TCB shall not be liable under
                  Section 14.4(b) for any increase in Damages that results from
                  an amendment of that kind.

         WWT shall remain responsible for providing to TCB any Service that is
         Subcontracted, in whole or in part. Also, except as described in
         Section 14.4(b), WWT shall be solely responsible for its obligations to
         the Subcontractor (including any applicable Subcontract Termination
         Penalty) under each Service Subcontract.

3.6.     INFORMATION REGARDING SERVICES. Each Party shall make available to the
         other Party any information required or reasonably requested by that
         other Party regarding the performance of any Service and shall be
         responsible for timely providing that information and for the accuracy
         and completeness of that information. But a Party shall not be liable
         for not providing any information that is subject to a confidentiality
         obligation owed by it to a Person other than an Affiliate of it or the
         other Party. A Party shall not be liable for any impairment of any
         Service caused by its not receiving information, either timely or at
         all, or by its receiving inaccurate or incomplete information from the
         other Party that is required or reasonably requested regarding that
         Service.

3.7.     WARRANTY DISCLAIMER. WWT warrants that the services will be provided in
         a professional and workmanlike manner consistent with the manner with
         which WWT performs services for itself and its best customers. Subject
         thereto, WWT MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR
         IMPLIED, REGARDING ANY SERVICE OR TASK OTHER THAN AS STATED IN THIS
         AGREEMENT. WWT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
         REGARDING THE SERVICES.

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                            ARTICLE 4. SERVICE LEVEL

4.1.     CONTINUATION OF LEVEL OF SERVICE. WWT shall provide substantially the
         same Level of each Service, and each Task, as it provided to TCB during
         the period in which TCB was a division of WWT, except as otherwise
         agreed in accordance with this Agreement.

4.2.     CHANGES IN LEVEL OF SERVICE. The Level of any Service may be changed by
         the Parties' agreement, so long as that agreement is in writing and
         includes a mutually acceptable corresponding Price for the changed
         Level of Service. A change in the Level of a Service shall be effective
         pursuant to such subsequent agreement.

                              ARTICLE 5. [RESERVED]

                    ARTICLE 6. SERVICES OBTAINED FROM OTHERS

         TCB may perform itself or obtain from any Person other than WWT or any
Subcontractor any service or services to supplement or substitute for all or any
portion of a Service.

                                ARTICLE 7. PRICES

7.1.     BACK OFFICE SERVICES. The Prices paid by TCB to WWT for Back Office
         Services shall equal the sum of:

         (a)      the actual direct costs incurred by WWT for hourly personnel
                  providing such Services, including the time of such personnel
                  determined according to their respective hourly rates, plus

         (b)      an allocation to TCB of WWT's indirect costs incurred in
                  providing such Services, determined on a consistent basis with
                  WWT's cost allocations to the WWT Business Units and
                  divisions, plus

         (c)      up to 20% of the sum of the amounts in subparagraphs (a)
                  and (b).

7.2.     QUARTERLY REVIEW. Not later than the 10th day of each quarter, the WWT
         Representative and the TCB Representative shall meet to discuss the
         Prices for the Back Office Services, based on:

         (a)      the current and expected Levels of such Back Office Services,
                  and

         (b)      WWT's staffing and cost structure in providing the Back
                  Office Services.

The Parties shall negotiate in good faith to reach agreement on the Price for
that Service by the 30th day of each quarter.

7.3.     DISAGREEMENT ON BACK OFFICE SERVICE PRICING. If the Parties do not
         agree by the 30th day of each quarter on the Price at which any Back
         Office Service shall be provided, the


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         Dispute shall be resolved by the Dispute Resolution Procedure. Pending
         resolution of that Dispute, the Price for that Service shall continue
         to be the Price in effect during the preceding quarter. The Price
         determined by resolution of that Dispute shall be deemed effective as
         though the Parties had agreed to it as of the preceding quarter.
         Accordingly:

         (a)      Any excess amount paid by TCB shall be credited (without
                  interest) to the next invoice or invoices for any Service or
                  Services payable by TCB after the date of resolution, or to
                  the extent full credit cannot be given to invoiced amounts
                  payable within 30 days after the date of resolution, paid
                  (without interest) by WWT by wire transfer of immediately
                  available funds to an account or accounts designated by TCB;
                  or

         (b)      any amount due to WWT shall be paid (without interest) within
                  30 days after the date of resolution by wire transfer of
                  immediately available funds to an account or accounts
                  designated by WWT.

7.4.     CONSULTING SERVICES. The Prices paid by TCB to WWT for Consulting
         Services shall be determined on a case-by-case basis according to
         separate proposals made by WWT and accepted by TCB from time to time
         for the specific provision of such Consulting Services. WWT agrees that
         the Prices quoted to TCB for Consulting Services will not exceed the
         prevailing market rates for such Services at such time.

                               ARTICLE 8. PAYMENT

8.1.     INVOICES. WWT shall submit to TCB monthly one or more invoices for the
         Services. Each invoice shall indicate for each TCB Business Unit:

         (a)      the amount charged for each Service covered by that invoice;

         (b)      if the Service is a Use-based Service, the calculation of the
                  invoiced amount or the basis on which that amount was
                  determined, and

         (c)      if that invoice includes any credit or offset for TCB, the
                  amount and purpose of that credit or offset.

         Each invoice should also indicate the sales, use, or similar taxes
         being collected on each Service, or part of a Service, that WWT is
         taxable. An invoice may cover more than one Service.

8.2.     PAYMENT. TCB shall pay the undisputed amount of each invoice within 30
         days after the date of that invoice.

8.3.     METHOD OF PAYMENT. TCB shall pay WWT by check or wire transfer of
         immediately available funds to an account or accounts designated by
         WWT. All payments shall be made in United States currency.


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8.4.     INTEREST. WWT may charge interest on any past due invoiced amount at
         the annual rate of 14% (or, if lower, the highest lawful rate) from the
         due date until paid in full with accrued interest. Any payment of
         interest only is not a cure or WWT's sole remedy for nonpayment of any
         invoiced amount that is due.

8.5.     NONPAYMENT NOTICE. If WWT does not receive the full payment of any
         invoice (and has not agreed to accept a different amount), it may give
         TCB a Nonpayment Notice. TCB shall pay the amount described in the
         Nonpayment Notice by the tenth Business Day after that Nonpayment
         Notice is given.

8.6.     DISPUTE OF INVOICE. Except as described in the last sentence of this
         Section 8.6, TCB may dispute the amount of any invoice for up to 90
         days after the date of that invoice; if no Notice of that Dispute is
         given within those 90 days, the invoiced amount shall be deemed agreed
         to by TCB. The Notice of a Dispute of any invoice shall describe the
         basis for that Dispute and specify the Service and the TCB Business
         Unit to which that Dispute relates. A Dispute of any invoice (except as
         described in the last sentence of this Section 8.6) shall be resolved
         by the Dispute Resolution Procedure. If it is determined by resolution
         of that Dispute that TCB has paid any excess amount in response to the
         invoice, that amount shall be credited (without interest) to the next
         invoice or invoices payable by TCB after the date of resolution, or to
         the extent full credit cannot be given to invoiced amounts payable
         within 30 days after the date of resolution, paid (without interest) by
         WWT by check or wire transfer of immediately available funds to an
         account or accounts designated by TCB. Under this Section 8.6, TCB may
         dispute only the invoiced amount and the particular calculation
         thereof, and not the previously established basis for the established
         Price for any invoiced Service. Any Dispute regarding the application
         to any Service (in whole or in part) of any invoiced sales, use, or
         similar taxes is subject to Section 17.2(b) instead of this Section
         8.6.

                               ARTICLE 9. RECORDS

9.1.     RECORD KEEPING. WWT shall create and maintain accurate records
         regarding the Services rendered and the amounts charged and paid or
         received under this Agreement. WWT's records shall include information
         regarding the determination of amounts charged or invoiced to TCB for
         Use-based Services and information regarding the determination of the
         cost or the cost allocation for each Service rendered. WWT's records
         regarding:

         (a)      the Services rendered, and at the Level rendered, as of the
                  Effective Date shall be of substantially the same kinds as WWT
                  has created and maintained regarding those Services before the
                  Effective Date, and

         (b)      the Services, or the Level of Services, as changed after the
                  Effective Date in accordance with this Agreement shall be of
                  the kinds that are reasonable, and consistent with the other
                  business records created and maintained by WWT, regarding
                  services like those Services at those Levels.


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         WWT shall create and maintain those records with the same degree of
         completeness and care as it maintains its other similar business
         records. WWT shall maintain those records for the time or times
         required by applicable law or regulation, except that WWT shall, upon
         request of the TCB, maintain any of those records for a longer time if
         TCB pays the additional expenses incurred in complying with that
         request.

9.2.     EXAMINATION. Each Party shall be entitled to examine, through its
         authorized representatives or agents and at its own expense, the
         records that the other Party is required to maintain under this
         Agreement. This examination right may be exercised only by at least
         three Business Days' prior Notice to the other Party, and the
         examination may be made only during the other Party's normal business
         hours or at any other reasonable time or times to which the other Party
         may consent. An examination shall be performed in a manner that does
         not unreasonably disrupt the other Party's normal business operations.
         This examination right will continue:

         (a)      for two years after Expiration or the termination of this
                  Agreement; and

         (b)      thereafter, as long as necessary to enable a Party to respond
                  to any Third-Party Claim or to a request or order issued by a
                  court or another Governmental Authority.

         The Party conducting an examination may make and take away copies of
         any or all of the other Party's records being examined.

                      ARTICLE 10. CONFIDENTIAL INFORMATION

10.1.    CONFIDENTIAL INFORMATION. Each Party shall keep confidential the
         following information which is "Confidential Information" whether
         acquired by it under or in connection with this Agreement or obtained
         in connection with the relationship of WWT and TCB or its predecessors
         regarding services rendered before the Effective Date:

         (a)      information relating to the other Party's business, financial
                  condition or performance, or operations that the other Party
                  treats as confidential or proprietary;

         (b)      copies of records and other information obtained from a
                  Party's examination of the other Party's records under Section
                  9.2;

         (c)      the terms and performance of, any breach under, or any Dispute
                  regarding this Agreement;

         (d)      the Parties' conduct, decisions, documents, and negotiations
                  as part of, and the status of, any Dispute resolution
                  proceedings under the Dispute Resolution Procedure;


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         (e)      any information, business plan, concept, idea, know-how,
                  process, technique, program, design, formula, algorithm or
                  work-in-process, any engineering, manufacturing, marketing,
                  technical, financial, data, or sales information, or any
                  information regarding suppliers, customers, employees,
                  investors, or business operations, and any other information
                  or materials, whether in written, or graphic, or any other
                  form or that is disclosed orally, or electronically, or
                  otherwise which is learned or disclosed in the course of
                  discussions, studies, or other work undertaken between the
                  parties; and

         (g)      any other information, whether in a tangible medium or oral
                  and whether proprietary to the other Party or not, that is
                  marked or clearly identified by the other Party as
                  confidential or proprietary.

         (f)      Without limiting the generality of the foregoing, Confidential
                  Information shall include all information and materials
                  disclosed orally or in any other form, regarding WWT's
                  software products or software product development, including,
                  but not limited to, the configuration techniques, data
                  classification techniques, user interface, applications
                  programming interfaces, data modeling and management
                  techniques, data structures, and other information of or
                  relating to WWT's software products or derived from testing or
                  other use thereof.

         Neither Party may use any of the other Party's Confidential Information
         other than as required to perform its obligations or exercise its
         rights and remedies, including as part of the resolution of any
         Dispute, under this Agreement.

10.2.    EXCLUDED INFORMATION. A Party has no obligation under this Article 10
         regarding any information, including information that would otherwise
         by Confidential Information, to the extent that the information:

         (a)      is or becomes publicly available or available in the industry
                  other than as a result of any breach of this Agreement or any
                  other duty of that Party;

         (b)      is or becomes available to that Party from a source that, to
                  that Party's knowledge, is lawfully in possession of that
                  information and is not subject to a duty of confidentiality,
                  whether to the other Party or another Person, violated by that
                  disclosure; or

         (c)      is independently developed by employees of the receiving Party
                  who did not have access to the disclosing Party's Confidential
                  Information.

10.3.    STANDARD OF CARE. Each Party shall use the same degree of care in
         maintaining the confidentiality and restricting the use of the other
         Party's Confidential Information as that Party uses with respect to its
         own proprietary or confidential information, and in no event less than
         reasonable care.

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10.4.    PERMITTED DISCLOSURES. A Party may disclose Confidential Information to
         its officers, directors, agents, or employees as necessary to give
         effect to this Agreement. Each Party shall inform each of these Persons
         to whom any Confidential Information is communicated of the obligations
         regarding that information under this Article 10 and impose on that
         Person the obligation to comply with this Article 10 regarding the
         Confidential Information. Each Party shall be responsible for any
         breach of that Party's obligations under this Article 10 by its
         officers, directors, agents, or employees.

10.5.    REQUIRED DISCLOSURES. Each Party may disclose Confidential Information
         in response to a request for disclosure by a court or another
         Governmental Authority, including a subpoena, court order, or
         audit-related request by a taxing authority, if that Party:

         (a)      promptly notifies the other Party of the terms and the
                  circumstances of that request;

         (b)      consults with the other Party, and cooperates with the other
                  Party's reasonable requests, to resist or narrow that request;

         (c)      furnishes only information that, according to written advice
                  (which need not be a legal opinion) of its legal counsel, that
                  Party is legally compelled to disclose; and

         (d)      uses its Reasonable Efforts to obtain an order or other
                  reliable assurance that confidential treatment will be
                  accorded the information disclosed.

         A Party need not comply with these conditions to disclosure, however,
         to the extent that the request or order of the Governmental Authority
         in effect prohibits that compliance. A Party may also disclose
         Confidential Information without complying with these conditions to the
         extent that the Party is otherwise legally obligated to do so (for
         example, to comply with applicable securities laws), as confirmed by
         advice of competent and knowledgeable counsel. Further, a Party may
         also disclose Confidential Information, without complying with these
         conditions, in connection with a tax audit if the disclosure is to
         representatives of a taxing authority, or in connection with a tax
         contest if that Party uses its Reasonable Efforts to assure that
         confidential treatment will be accorded the information disclosed.

10.6.    TITLE TO INFORMATION. The Confidential Information of a Party disclosed
         by it to the other Party under this Agreement shall remain the property
         of the disclosing Party; nothing in this Agreement grants or conveys to
         the other Party any ownership or other proprietary rights in any of
         that Confidential Information.


10.7.    SURVIVAL; RETURN. The obligations under this Article 10 shall continue
         on and after Expiration or the termination of this Agreement. Upon
         request of the disclosing Party upon or after Expiration or the
         termination of this Agreement, the other Party shall return or, if
         requested by the disclosing Party, destroy the Confidential Information
         of the


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         disclosing Party that it holds. The requested return or destruction
         shall include removal or deletion of Confidential Information from all
         data bases and magnetic media of the other Party.

                        ARTICLE 11. PARTIES' RELATIONSHIP

11.1.    INDEPENDENT. The Parties are independent; each has sole authority and
         control of the manner of, and is responsible for, its performance of
         this Agreement. This Agreement does not create or evidence a
         partnership or joint venture between the Parties. Neither Party may
         create or incur any liability or obligation for or on behalf of the
         other Party, except as described in this Agreement. This Agreement does
         not restrict WWT from providing or rendering any services, including
         services like the Services, to any other Person; nothing in this
         Agreement, however, gives WWT the right to provide or render any
         services in violation of any other agreement entered into by the
         Parties.

11.2.    EMPLOYEES. Except as described in Section 14.4(b) or Section 14.4(c)
         or, for the purposes of this Agreement:

         (a)      each Party is solely responsible for its own employees or
                  agents, including the actions or omissions and the
                  compensation of those employees and agents, and

         (b)      neither Party has any authority with respect to any of the
                  other Party's employees or agents.

11.3.    AUTHORITY AND ENFORCEABILITY. Each Party warrants to the other Party
         that:

         (a)      it has the requisite corporate authority to enter into and
                  perform this Agreement;

         (b)      its execution, delivery, and performance of this Agreement
                  have been duly authorized by all requisite corporate action on
                  its behalf;

         (c)      this Agreement is enforceable against it; and

         (d)      it has obtained all consents or approvals of Governmental
                  Authorities and other Persons that are conditions to its
                  entering this Agreement.

11.4.    THIRD-PARTY CONSENTS. Each Party shall be responsible for obtaining and
         maintaining any licenses, permits, consents, or approvals of
         Governmental Authorities and other Persons necessary or appropriate for
         it to perform its obligations under this Agreement.

11.5.    THIRD-PARTY-RELATED ARRANGEMENTS. The Parties also have certain
         arrangements and agreements relating to certain of the Services
         provided by an Effective Date Service Subcontract or provided directly
         by WWT but involving an agreement with a third party. The Parties
         currently expect that the matters or issues addressed by those
         arrangements or agreements will need to continue to be addressed
         whether in the same or in a different manner upon Expiration or the
         termination of this Agreement. Hence, before and upon


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         any of those events, each Party shall use its Reasonable Efforts to
         change, renegotiate, replace, sever, or assign, as the Parties mutually
         agree, those arrangements or agreements as necessary to so address
         those matters or issues and to equitably allocate to the respective
         Parties in accordance with their respective assets and businesses the
         benefits and the obligations of those arrangements or agreements upon
         and after the occurrence of any of those events.

11.6.    FURTHER ASSURANCES. Each Party shall take such actions, upon request of
         the other Party and in addition to the actions specified in this
         Agreement, as may be necessary or reasonably appropriate to implement
         or give effect to this Agreement.

                      ARTICLE 12. PARTIES' REPRESENTATIVES

12.1.    REPRESENTATIVES' AUTHORITY. Each Party has authorized its
         Representative to conduct discussions and negotiations, make and
         communicate decisions, frame and pose questions or issues, and resolve
         Disputes on behalf of that Party relating to this Agreement. Though one
         Party's employees or agents other than its Representative may also take
         actions of the kinds described in the preceding sentence with the other
         Party's employees or agents other than its Representative, matters that
         require more formal discussions or negotiations between Parties shall
         be addressed through and by the Representatives. Each Party and its
         Representative are entitled to rely on the actions and decisions of the
         other Party's Representative relating to this Agreement.

12.2.    DESIGNATION. WWT designates its Vice President and General Manager as
         WWT's Representative, and TCB designates its Chief Technology Officer
         as TCB's Representative, upon and after the Effective Date until
         changed by the designating Party. A Party may change its Representative
         by Notice to the other Party. A Party may rely on and deal with the
         Person who is designated as the other Party's Representative until any
         Notice of change is given by the other Party.

                             ARTICLE 13. TERMINATION

13.1.    TERMINATION EVENTS. This Agreement may be terminated, without liability
         to the Party terminating:

         (a)      by either Party upon 90 days' Notice to the other, at any time
                  upon or after the Parties cease to be Affiliates;

         (b)      by a Party, immediately upon Notice to the other Party, if:

                  (i)      that other Party makes a general assignment of all or
                           substantially all of its assets for the benefit of
                           its creditors;

                  (ii)     that other Party applies for, consents to, or
                           acquiesces in the appointment of a receiver, trustee,
                           custodian, or liquidator for its business or all or
                           substantially all of its assets;


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                  (iii)    that other Party files, or consents to or acquiesces
                           in, a petition seeking relief or reorganization under
                           any bankruptcy or insolvency laws; or

                  (iv)     a petition seeking relief or reorganization under any
                           bankruptcy or insolvency laws is filed against that
                           other Party and is not dismissed within 90 days after
                           it was filed;

         (c)      by a Party, immediately upon Notice to the other Party, if
                  that other Party's material breach of this Agreement continues
                  uncured or uncorrected for 30 days after both the nature of
                  that breach and the necessary cure or correction has been
                  agreed upon by the Parties or otherwise determined by the
                  Dispute Resolution Procedure; but if:

                  (i)      the Parties agree or it is determined by the Dispute
                           Resolution Procedure that the material breach is not
                           capable of being cured or corrected, the termination
                           shall be effective immediately upon Notice, without
                           any cure period; or

                  (ii)     the breaching Party (A) reasonably requires longer
                           than 30 days to cure or correct, such as when the
                           applicable Service Subcontract permits the
                           Subcontractor longer than 30 days to cure or correct,
                           and (B) Notifies the non-breaching Party of the
                           circumstances, then the cure period shall be extended
                           for the reasonable time so required, so long as
                           during that time the breaching Party diligently acts
                           to effect that cure or correction. Unless otherwise
                           agreed in writing by the Parties, no cure period
                           extension shall exceed 90 days.

                  A non-breaching Party's exercise of the remedy described in
                  this Section 13.1(c) shall be conditioned upon its giving a
                  Breach Notice to the other Party.

         (d)      by WWT, immediately upon Notice to TCB, if TCB has not paid
                  the amount described in a Nonpayment Notice by the tenth
                  Business Day after that Nonpayment Notice was given.

         A Party may not terminate this Agreement if the event or circumstance
         described above in this Section 13.1, upon which that Party would rely
         in so terminating, was caused by that Party's breach of this Agreement.

13.2.    NONEXCLUSIVE. The termination rights under Section 13.1(c) and 13.1(d)
         are not exclusive of any other right or remedy of a non-breaching Party
         granted in this Agreement.


                                       12


<PAGE>   13


13.3.    CONSEQUENCES OF TERMINATION.  Upon termination of this Agreement:

         (a)      under Section 13.1(a) or by TCB under Section 13.1(c):

                  (i)      During the Transition Period WWT shall continue to
                           render, and TCB shall pay for, each Service
                           reasonably requested by TCB until terminated by
                           either Party in accordance with Sections 13.3(a)(ii)
                           and 13.3(a)(iii). Except as stated in Section
                           13.3(a)(ii), the terms of this Agreement shall
                           continue to apply during the Transition Period as
                           though no termination of this Agreement had occurred.

                  (ii)     The Level of each Service provided, and the Price for
                           each Service, during the Transition Period shall be
                           the same as in effect immediately preceding the
                           Termination Date. During the Transition Period, any
                           Service may be terminated by (A) TCB, for any reason,
                           by 60 days' Notice to WWT, or (B) WWT, if TCB has not
                           paid the amount described in a Nonpayment Notice by
                           the tenth Business Day after the Nonpayment Notice
                           was given. Any Service that is the subject of a
                           Notice of termination shall continue to be provided
                           by WWT until the effective date of that termination,
                           and TCB shall pay for that Service rendered through
                           that date. Neither Party may unilaterally rescind a
                           Notice of termination.

                  (iii)    If either Party reasonably determines that the
                           termination of any Service during the Transition
                           Period would make it functionally impossible to
                           continue any other Service during the Transition
                           Period, that Party shall promptly Notify the other
                           Party of that determination; any Service that so
                           becomes functionally impossible to render shall be
                           deemed terminated effective upon the date of
                           termination of the Service that caused that
                           impossibility. Neither Party may unilaterally
                           reinstate any Service that has been terminated as of
                           the Termination Date or during the Transition Period.

         (b)      under Section 13.1(b), then during the Transition Period, WWT
                  shall comply with TCB's reasonable requests for assistance in
                  TCB's engaging or training another Person or Persons to
                  provide, and for records and other information relating to,
                  each Service in effect immediately preceding the Termination
                  Date. If WWT terminates this Agreement, TCB shall reimburse
                  and pay WWT's Transition Expenses in accordance with invoices
                  submitted to TCB by WWT. Article 1, Articles 8 through 12 and
                  Articles 14 through 25 shall apply in this situation as though
                  this Agreement had not been terminated. When TCB is obligated
                  to reimburse and pay WWT's Transition Expenses, WWT may cease
                  providing transition assistance, immediately upon Notice to
                  TCB, if TCB has not paid the amount described in a Nonpayment
                  Notice by the tenth Business Day after the Nonpayment Notice
                  was given. If the records or other information provided by


                                       13

<PAGE>   14


                  WWT are Confidential Information, Article 10 shall also apply
                  as though this Agreement had not been terminated.

          (c)     under Section 13.1(d) or by WWT under Section 13.1(c), then
                  WWT shall have no obligation to provide any continued Services
                  or transition assistance as described above in this Section
                  13.3, unless TCB first pays all past due amounts, cures any
                  material breach, pays in advance for any further Services and
                  pays in advance 50% of the estimated Transition Expenses.

13.4.    SURVIVAL OF RIGHTS AND OBLIGATIONS. No rights or obligations of either
         Party that expressly or by implication are to remain in effect in order
         to give effect to this Agreement shall be impaired by Expiration or the
         termination of this Agreement, and those rights and obligations shall
         remain in effect.

                       ARTICLE 14. LIABILITY AND REMEDIES

14.1.    WARRANTIES. Each Party's warranties in this Agreement are made solely
         to and for the benefit of the other Party and, to the extent described
         in this Agreement, TCB. No Person other than a Party may make a claim
         based on the other Party's warranties under this Agreement; any claim
         by TCB shall be made by TCB.

 14.2.   NONCONFORMING SERVICES. TCB shall promptly Notify WWT of any Deficiency
         in any Service or Task, whether rendered by WWT or a subcontractor. To
         the extent WWT agrees, or it is otherwise determined by the Dispute
         Resolution procedure, that a Service or Task was or is a Nonconforming
         Service, WWT shall use its Reasonable Efforts promptly to cure or
         correct, or cause its Subcontractor to cure or correct, the Deficiency
         to the extent it may then be cured or corrected.

         (a)      If the Deficiency was related to a Consulting Service, then
                  WWT shall be responsible or liable for TCB's resulting Damages
                  as provided in the separate proposal or contract pursuant to
                  which WWT was to provide such Consulting Service to TCB. The
                  Parties agree that such proposals or contracts may limit WWT's
                  liability to TCB to the total amount paid by TCB to WWT under
                  such proposal or contract.

         (b)      If the Deficiency was related to a Back Office Service and
                  was, or was the result of, WWT's or a Subcontractor's
                  negligence or TCB's negligence, WWT shall not be responsible
                  or liable for any resulting Damages of TCB.

         (c)      If the Deficiency was related to a Back Office Service and
                  was, or was the result of, WWT's or a Subcontractor's gross
                  negligence (including recklessness) or willful misconduct, WWT
                  shall be responsible or liable for TCB's resulting Damages in
                  an amount up to:


                                       14


<PAGE>   15


                  (i)      if WWT's liability is determined (by the Parties'
                           agreement or the Dispute Resolution Procedure) after
                           the calendar year in which the Deficiency occurred,
                           the aggregate amount received by WWT for the
                           Nonconforming Service for the calendar year in which
                           the Deficiency occurred;

                  (ii)     if WWT's liability is determined during the calendar
                           year in which the Deficiency occurred and the
                           Nonconforming Service is a Fixed-price Service, the
                           annual Price for the Nonconforming Service for that
                           calendar year; or

                  (iii)    if WWT's liability is determined during the calendar
                           year in which the Deficiency occurred and the
                           Nonconforming Service is a Use-based Service, the
                           greater of (A) the estimated annual amount for that
                           Service for that calendar year and (B) the aggregate
                           amount received by WWT to the date the liability is
                           determined, annualized for that calendar year.

         The annual limit on WWT's liability described above in this Section
         14.2(c) is not cumulative from year to year. If there is more than one
         Deficiency in a single Service for which WWT is responsible or liable
         for Damages and WWT's liability for those Deficiencies is determined in
         the same calendar year, WWT's responsibility or liability for Damages
         resulting from all of those Deficiencies shall be subject to the
         applicable annual limit on liability described above in this Section
         14.2(c).

14.3.    ACTUAL DAMAGES. Neither Party shall be liable under or relating in any
         manner to this Agreement for any losses or damages other than Damages,
         even if a Party has been advised of the possibility of losses or
         damages of that kind and regardless of the form of the Proceedings or
         the theory of liability, whether based on contract, warranty, tort
         (including negligence and strict liability), infringement, or
         misappropriation.

14.4.    INDEMNITIES FOR CERTAIN BREACHES AND OTHER MATTERS. The following shall
         apply to any breach of, and certain other Damages relating to, this
         Agreement, other than a Deficiency for which WWT has no liability for
         Damages under Section 14.2(b) or a nonpayment by TCB of any amount
         relating to an invoice:

         (a)      Subject to the limits on liability described in Section
                  14.2(c), if that Section is applicable, each Party shall
                  indemnify the other Party against all Damages of the
                  Indemnified Party, or any of its Indemnified Agents, resulting
                  from or relating to:

                  (i)      any breach of this Agreement, including breach of any
                           warranty in this Agreement, by the Indemnifying
                           Party;

                  (ii)     any Proceedings relating to a breach of this
                           Agreement by the Indemnifying Party; and


                                       15


<PAGE>   16


                  (iii)    the actions or omissions of the Indemnifying Party's
                           employees or agents under or in connection with this
                           Agreement.

         (b)      TCB shall also indemnify WWT against all Damages of WWT or any
                  of its Indemnified Agents, including any Subcontract
                  Termination Penalty, under or relating to any Service
                  Subcontract, other than as described in Section 3.5(b),
                  resulting from:

                  (i)      any violation by TCB of any obligation imposed on it
                           under that Service Subcontract; or

                  (ii)     the actions or omissions of TCB's employees or agents
                           under or in connection with that Service Subcontract.

         (c)      TCB shall also indemnify WWT against all Damages of WWT or any
                  of its Indemnified Agents resulting from or relating to any
                  sales, use, or similar taxes (however described) applicable to
                  any of the Services, in whole or in part, that are assessed or
                  levied against or paid by WWT.

         (d)      The indemnification obligations in Sections 14.4(a), 14.4(b)
                  and 14.4(c) shall be extinguished to the extent that the
                  Damages of the other Party, or any of its Indemnified Agents
                  for whom or which the other Party is seeking indemnification,
                  were caused by the gross negligence (including recklessness)
                  or willful misconduct of the Person for whom or which
                  indemnification is sought. THE ORDINARY NEGLIGENCE OF A PERSON
                  OR THE JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF PERSONS
                  SHALL NOT PRECLUDE THAT PERSON OR ANY OF THOSE PERSONS FROM
                  RECEIVING THE BENEFITS OF INDEMNIFICATION UNDER THIS
                  AGREEMENT.

         (e)      If an Indemnification Claim is not based on a Third-Party
                  Claim, the Indemnified Party shall give an Indemnification
                  Claim Notice promptly after the event constituting the basis
                  for the Indemnification Claim; its failure to do so, however,
                  shall relieve the Indemnifying Party of its indemnification
                  obligations only to the extent the Indemnifying Party is
                  actually prejudiced by that failure. If the Indemnified Party
                  gives an Indemnification Claim Notice regarding an
                  Indemnification Claim not based on a Third-Party Claim, the
                  Indemnifying Party shall Notify the Indemnified Party within
                  the Indemnification Response Period whether the Indemnifying
                  Party disputes all or any portion of the Indemnification
                  Claim. If the Indemnifying Party does not give that dispute
                  Notice or agrees to accept liability for all or a portion of
                  the Indemnification Claim, the Indemnification Claim, or the
                  agreed portion of that Indemnification Claim, shall be the
                  Indemnifying Party's liability. Otherwise, the Indemnification
                  Claim shall be deemed a Dispute to be resolved by the Dispute
                  Resolution Procedure.


                                       16


<PAGE>   17


         (f)      If an Indemnification Claim is based on a Third-party Claim:

                  (i)      The Indemnified Party shall give an Indemnification
                           Claim Notice promptly after it receives the
                           Third-Party Claim.

                  (ii)     The Indemnifying Party shall be entitled to defend
                           the Third-Party Claim, with its chosen counsel and at
                           its own expense, if (A) the Third-Party Claim seeks
                           only monetary relief against the Indemnified Party,
                           and (B) the Indemnifying Party elects to assume, and
                           diligently conducts, that defense. The Indemnifying
                           Party's election to defend shall be given by Notice
                           to the Indemnified Party within the Indemnification
                           Response Period. If the Indemnifying Party conducts
                           the defense, the Indemnified Party may participate in
                           that defense with its own counsel and at its own
                           expense.

                  (iii)    If the Indemnifying Party does not elect to defend
                           the Third-Party Claim by Notice within the
                           Indemnification Response Period, or if the
                           Indemnifying Party does not diligently conduct the
                           defense, the Indemnified Party shall be entitled,
                           upon further Notice to the Indemnifying Party, to
                           defend the Third-Party Claim on behalf of, and for
                           the account and risk of, the Indemnifying Party (if
                           it is determined that the Indemnifying Party has an
                           indemnification obligation regarding that
                           Indemnification Claim). In this circumstance, the
                           Indemnifying Party may participate in the defense
                           with its own counsel and at its own expense.

                  (iv)     If there is a conflict of interest that makes it
                           inappropriate for the same counsel to represent the
                           Indemnifying Party and the Indemnified Party in
                           defending the Third-Party Claim, the Indemnifying
                           Party shall pay for separate counsel for the
                           Indemnified Party.

                  (v)      The Indemnifying Party defending a Third-Party Claim
                           may compromise, settle, or resolve that Third-Party
                           Claim without the Indemnified Party's consent if the
                           compromise, settlement, or resolution involves only
                           the payment of money by the Indemnifying Party
                           (whether on its own behalf or behalf of the
                           Indemnified Party) and the third-party claimant
                           provides the Indemnified Party a release from all
                           liability regarding the Third-Party Claim. Otherwise,
                           the Indemnifying Party may not compromise, settle, or
                           resolve the Third-Party Claim without the Indemnified
                           Party's Reasonable Consent.

                  (vi)     The Indemnifying Party and the Indemnified Party
                           shall cooperate with all reasonable requests of the
                           other in defending any Third-Party Claim.

14.5.    TIME FOR CLAIMS. TCB may make a claim against WWT for the cure or
         correction of any Deficiency only within two years after the Deficiency
         occurred; any Deficiency shall


                                       17


<PAGE>   18


         be deemed to have occurred when the particular Nonconforming Service
         was rendered. A Party may make an Indemnification Claim:

         (a)      not based on a Third-Party Claim, only within two years after
                  the breach o other event constituting the basis for that
                  Indemnification Claim occurred, even if not discovered until
                  after that second anniversary, or

         (b)      based on a Third-Party Claim, at any time.

14.6.    OFFSET. A Party entitled to any payment due from the other Party under
         this Agreement may offset all or any portion of the amount of that
         payment against any payment that is due from it to the other Party
         under this Agreement.

14.7.    EQUITABLE RELIEF. To the extent that monetary relief is not a
         sufficient remedy for any breach of this Agreement, or upon any breach
         or impending breach of Article 10, the non-breaching Party shall be
         entitled to injunctive relief as a remedy for that breach or impending
         breach by the other Party, in addition to any other remedies granted to
         the non-breaching Party in this Agreement. That injunctive relief shall
         be sought through arbitration in accordance with the Dispute Resolution
         Procedure, except as permitted by Section B.4(b) of the Dispute
         Resolution Appendix.

14.8.    EXCLUSIVE REMEDIES. Except for the termination right stated in Article
         13 and the relief described in Sections 15.4 and 17.2(b) and in the
         Dispute Resolution Procedure, the remedies described in this Article 14
         are the exclusive rights and remedies of a Party regarding any breach
         of this Agreement or any other matter that may be the subject of an
         Indemnification Claim.

14.9.    WAIVER OF REMEDIES. No forbearance, delay, or indulgence by either
         Party in enforcing this Agreement, within the applicable time limits
         stated in this Agreement, shall prejudice the rights or remedies of
         that Party. No waiver of a Party's rights or remedies regarding a
         particular breach of this Agreement constitutes a waiver of those
         rights or remedies, or any other rights or remedies, regarding any
         other or any subsequent breach of this Agreement.

14.10.   CUMULATIVE REMEDIES. A Party's election to pursue a right or remedy
         granted in this Agreement upon the other Party's breach of this
         Agreement shall not preclude the non-breaching Party from pursuing
         other rights or remedies granted to that Party in this Agreement that
         are applicable to that breach under this Agreement.

14.11.   SURVIVAL. The rights, remedies, and obligations under this Article 14
         shall continue on and after Expiration or the termination of this
         Agreement.

                            ARTICLE 15. FORCE MAJEURE

15.1.    NO BREACH OR LIABILITY. No delay or failure of a Party to perform any
         of its obligations, other than payment obligations, under this
         Agreement due to causes beyond its


                                       18

<PAGE>   19


         reasonable control shall constitute a breach of this Agreement or
         render that Party liable for that delay or failure. Causes beyond a
         Party's reasonable control include:

         (a)      events or circumstances that the Party, using its Reasonable
                  Efforts, is unable to prevent or overcome;

         (b)      as to WWT, causes also beyond the reasonable control of the
                  Person to whom or which WWT has Subcontracted the affected
                  Service or Task in accordance with this Agreement; and

         (c)      labor disputes, strikes, or other similar disturbances; acts
                  of God; utilities or communications failures; acts of the
                  public enemy; and riots, insurrections, sabotage, or
                  vandalism.

15.2.    NOTICE OF EXCUSABLE DELAY OR FAILURE. If a Party anticipates any
         excusable delay or failure under Section 15.1, it shall promptly Notify
         the other Party of the anticipated delay or failure, the anticipated
         effect of that delay or failure, and any actions that are being or are
         to be taken to alleviate or overcome the cause of the delay or failure.

15.3.    EFFORTS TO OVERCOME. If a Party is claiming an excusable delay or
         failure under Section 15.1, it shall use its Reasonable Efforts to
         alleviate or overcome the cause of the delay or failure as soon as
         practicable.

15.4.    EXTENDED DELAY OR FAILURE. If an excusable delay or failure continues
         for more than 10 consecutive days, the Party entitled to the benefit of
         the affected obligation may perform itself or obtain from any other
         Person the obligation to which that Party is entitled (and that Party
         shall Notify the other Party of this election). In the event WWT is the
         party unable to perform hereunder, TCB's Notification to WWT may, if
         clearly provided therein, serve as termination notice for the Service
         which WWT has been unable to perform. Such termination shall relieve
         WWT from all further duties to perform such terminated Service and
         shall relieve TCB from the obligation to pay for any such Services
         performed after such Notice of termination.

                     ARTICLE 16. DISPUTE RESOLUTION MATTERS

16.1.    GENERAL PROCEDURES. Except as otherwise stated in this Agreement, the
         Parties shall resolve all Disputes in accordance with the Dispute
         Resolution Procedure. Nevertheless, if any Person other than the
         Parties:

         (a)      has initiated a lawsuit or other Proceedings against or
                  involving either or both of the Parties in which a Dispute
                  will be resolved, or

         (b)      is a necessary participant in any Proceedings to resolve a
                  Dispute and cannot be joined by either or both of the Parties
                  in an arbitration of that Dispute under Section B.3 of the
                  Dispute Resolution Appendix,

                                       19


<PAGE>   20


         so that (in either case) the Dispute Resolution Procedure is or will be
         ineffective, then the Parties need not use or follow the Dispute
         Resolution Procedure to resolve that Dispute, though the submission to
         jurisdiction in Section B.5 of the Dispute Resolution Appendix shall
         apply if necessary.

16.2.    CONTINUED PERFORMANCE. The Parties shall continue performing their
         respective obligations under this Agreement while a Dispute is being
         resolved.

16.3.    PARTIES' AGREEMENT. Nothing in this Article 16 or the Dispute
         Resolution Procedure prevents the Parties from resolving any Dispute by
         mutual agreement at any time.

                         ARTICLE 17. EXPENSES AND TAXES

17.1.    EXPENSES. Each Party shall be solely responsible for its costs and
         expenses incurred in performing its obligations and exercising its
         rights and remedies under this Agreement, except as otherwise provided
         in this Agreement.

17.2.    TAXES. The Parties shall be responsible for tax payments or liabilities
         relating to this Agreement as follows:

         (a)      Each Party shall be responsible for its income and franchise
                  taxes and for all other taxes (however described) based on its
                  own income or earnings.

         (b)      TCB shall be responsible for all sales, use, and similar taxes
                  (however described) applicable to the Services, in whole or in
                  part. This obligation includes TCB's paying the sales taxes
                  identified in WWT's invoices submitted to TCB for the
                  Services.

                  (i)      If TCB claims an exemption or exclusion from taxes of
                           this kind, it shall deliver to WWT a certificate or
                           letter stating TCB's good-faith belief that a Service
                           is not, in whole or in part, subject to those taxes.
                           Whether or nor TCB delivers that certificate or
                           letter, however, it shall indemnify WWT, in
                           accordance with Section 14.4(c)(iv), against any
                           taxes of this kind assessed or levied against, or
                           paid by, WWT and any other related Damages of WWT.

                  (ii)     If WWT receives an assessment from a taxing authority
                           covering taxes for which TCB is responsible under
                           this Section 17.2(b), WWT shall Notify TCB of the
                           assessment and, at TCB's request, timely contest the
                           assessment. If payment to the taxing authority is
                           required by law as a condition to protest, TCB shall
                           timely furnish WWT the required amount for that
                           payment.

                  (iii)    If TCB believes it has overpaid taxes to WWT for any
                           of the Services (in whole or in part), TCB may
                           require WWT to file a claim for a refund at


                                       20


<PAGE>   21


                           TCB's expense. If permitted by law, WWT may assign
                           any right to a refund directly to TCB instead of
                           filing a refund claim. Any refund of taxes (including
                           any interest) received by WWT under this Section
                           17.2(b)(iii) shall be promptly forwarded to TCB.

                  (iv)     Before WWT is required to pursue any action requested
                           by TCB under this Section 17.2(b), WWT may at any
                           time require TCB to deliver a letter of advice from
                           outside counsel (selected by TCB) stating that TCB's
                           tax position is reasonable.

                  (v)      Except as stated in the next sentence, any Dispute
                           between the Parties regarding the application of any
                           taxes of this kind to any Service (in whole or in
                           part) shall be resolved by the Dispute Resolution
                           Procedure. Any Dispute as to the amount of tax (if
                           any) owed to a taxing authority, including a Dispute
                           between a Party and the taxing authority, need not be
                           resolved by the Dispute Resolution Procedure, but may
                           be resolved by any appropriate administrative or
                           legal procedure available to a Party or the Parties
                           under this Agreement apart from the Dispute
                           Resolution Procedure.

         (c)      Each Party shall be responsible for all real property,
                  personal property, and other taxes (however described) based
                  on its owned or leased property, whether real or personal.

         (d)      Each Party shall be responsible for all employment-related
                  taxes (however described) regarding its own employees.

         Each Party shall cooperate with any reasonable request of the other
         Party to restructure any Service, in whole or in part, or to take any
         other reasonable action to avoid or minimize any duplicate taxes that
         might be imposed; the requesting Party shall bear in the expenses of
         the other Party's compliance.

                           ARTICLE 18. COMMUNICATIONS

18.1.    FORM. Each notice (including a Nonpayment Notice, an Indemnification
         Claim Notice, and a Breach Notice), request, response, demand, claim,
         and other communication required or permitted under this Agreement
         shall be in writing and shall be transmitted, delivered, or sent by:

         (a)      personal delivery,

         (b)      courier or messenger service, whether overnight or same-day,

         (c)      prepaid telecopy or facsimile, or


                                       21


<PAGE>   22


         (d)      certified United States mail, with postage prepaid and return
                  receipt requested,

         in any case addressed to the other Party at the address or number for
         that Party set forth in Section 18.2, or at such other address or
         number as the recipient has designated by Notice to the other Party in
         accordance with this Article 18.

18.2.    ADDRESSES. The Parties shall transmit, deliver, or send communications
         as follows.

         (a)    If to WWT:  World Wide Technology, Inc.
                            127 Weldon Parkway
                            St. Louis, Missouri  63043
                            Attention:  Joe Koenig

         (b     If to TCB:  telcobuy.com LLC
                            127 Weldon Parkway
                            St. Louis, Missouri  63043
                            Attention:  Bob Olwig, Tom Strunk and Jim Kavanaugh

18.3.    EFFECTIVENESS. Each communication transmitted, delivered, or sent: in
         person, by courier or messenger service, or by certified United States
         mail, postage prepaid and return receipt requested, shall be deemed
         given, received, and effective on the date delivered to or refused by
         the intended recipient (with the return receipt or the equivalent
         record of the courier or messenger being deemed conclusive evidence of
         delivery or refusal)

                             ARTICLE 19. ASSIGNMENT

         Neither Party may assign any of its rights or delegate any of its
duties or obligations under this Agreement without the other Party's Consent;
this prohibition of assignment and delegation shall include any assignment and
delegation by operation of law (such as merger or consolidation). Any attempted
assignment or delegation without the other Party's Consent shall be void and
without effect. The two preceding sentences do not, however, preclude WWT from
Subcontracting.

                        ARTICLE 20. AMENDMENT AND WAIVER

          This Agreement may be amended or modified, and any provision of this
Agreement may be discharged or waived, only by a document signed by the Party
against which the amendment, modification, discharge, or waiver is sought to be
enforced.

                             ARTICLE 21. INTEGRATION

         This Agreement constitutes the Parties' entire agreement on this
subject; it replaces and supersedes any prior agreement or understanding of the
Parties, whether written or oral, on this subject not expressed or referred to
in this Agreement.


                                       22


<PAGE>   23

                            ARTICLE 22. SEVERABILITY

         If any part of this Agreement is for any reason found to be
unenforceable, all other parts of this Agreement nevertheless remain
enforceable.

                             ARTICLE 23. SUCCESSORS

         This Agreement binds and inures to the benefit of the Parties and their
respective legal representatives, permitted successors, and permitted assigns.

                            ARTICLE 24. GOVERNING LAW

         This Agreement shall be interpreted or construed under Missouri law.
Likewise, the validity and performance of this Agreement shall be enforced, and
all issues relating to this Agreement shall be resolved, under Missouri law.
Each Party consents to the exclusive personal jurisdiction and venue of the
courts, state and federal, located in St. Louis County, Missouri.

                            ARTICLE 25. COUNTERPARTS

         This Agreement may be signed in any number of counterparts, with the
same effect as if all signatories had signed the same document. All counterparts
shall be construed together to constitute one, and the same, document.

         IN WITNESS WHEREOF, the Parties hereto have executed this General
Services Agreement effective as of the date first above written.


                                            WORLD WIDE TECHNOLOGY, INC.

                                            By /s/ David L. Steward
                                              ------------------------------
                                            Name: David L. Steward
                                                 ---------------------------
                                            Title: Chief Executive Officer
                                                  --------------------------

                                            TELCOBUY.COM LLC

                                            By /s/ James P. Kavanaugh
                                              ------------------------------
                                            Name: James P. Kavanaugh
                                                 ---------------------------
                                            Title: Chief Executive Officer
                                                  --------------------------


                                       23

<PAGE>   24


                              DEFINITIONAL APPENDIX
                          TO GENERAL SERVICES AGREEMENT

A. DEFINED TERMS. In the Agreement, the following terms have the corresponding
meanings:

"AFFILIATE": A Person that directly or indirectly through one or more
intermediaries' Controls, is Controlled by, or is under common Control with
another Person. For purposes of section 13.1(a), the parties will no longer be
Affiliates when WWT's ownership interest in TCB falls below 30% of the total
issued and outstanding equity of TCB.

"AGREEMENT": The General Services Agreement between WWT and TCB (including the
Definitional Appendix, the Dispute Resolution Appendix, and the Schedules), as
may be amended or supplemented from time to time in accordance with its terms.

"ARBITRATION RULES": The Rules for Commercial Arbitration of the American
Arbitration Association in effect at the time of an arbitration in accordance
with the Dispute Resolution Procedure.

"BACK OFFICE SERVICES": The Services described on Schedule 1 to this Agreement.

"BREACH NOTICE": A Party's Notice to the other Party alleging a breach of the
Agreement (other than TCB's nonpayment of any amount related to an invoice) by
the other Party, which describes the alleged breach, to the extent known by the
notifying Party, and any particular cure or correction requested by the
notifying Party.

"BUSINESS DAY": Any Monday through Friday, excluding the holidays observed by
WWT.

"CONFIDENTIAL INFORMATION": Information subject to a duty of confidence and a
restriction on use imposed on one or both Parties under Article 10.

"CONSENT": The prior written consent of a Party (in any capacity) in its sole
discretion.

"CONSULTING SERVICES": The Services described on Schedule 2 to this Agreement.

"CONTROL": The right to exercise, directly or indirectly, more than 50% of the
voting power attributable to the equity interests in an entity. ("CONTROLLING"
and "CONTROLLED" have correlative meanings.)

"DAMAGES": Losses, claims, obligations, demands, assessments, fines and
penalties (whether civil or criminal), liabilities, expenses and costs
(including reasonable fees and disbursements of legal counsel and accountants),
bodily and other personal injuries, damage to tangible property, and other
damages, of any kind or nature, actually suffered or incurred by a Person.
"Damages":

         1.   consists only of actual damages;


                                       24

<PAGE>   25


         2.   excludes any lost profits, lost income, or lost savings and any
              punitive, exemplary, consequential, indirect, special, or
              incidental damages (however described), even if the possibility of
              those losses or damages was known; and

         3.   includes (except as may be reduced in accordance with the next
              sentence) all fines, penalties, and interest paid or payable to
              any Governmental Authority.

If TCB has Damages, for which WWT is liable, consisting of fines, penalties, and
interest paid or payable to a Governmental Authority corresponding to any tax
not timely paid, then those "Damages" shall be reduced by an amount equal to
interest, at the annual rate of 5%, accrued on that tax from the due date until
that tax is paid; for the avoidance of doubt, in this situation "Damages" shall
not include any tax for which TCB would otherwise be liable to the Governmental
Authority. Also for the avoidance of doubt, the "Damages" of a Person shall
include any lost profits, lost income, or lost savings and any punitive,
exemplary, consequential, indirect, special, or incidental damages (however
described) awarded against that Person in favor or another Person asserting a
Third- Party Claim against that Person.

"DEFICIENCY": WWT's failure in rendering a Service or Task to satisfy the
applicable standard of care stated in the Agreement or to render it at the
applicable Level established under the Agreement. ("DEFICIENT" has the
correlative meaning).

"DEFINITIONAL APPENDIX": This Definitional Appendix to GENERAL SERVICES
AGREEMENT, containing definitions and interpretive matters for, as an integral
part of, the Agreement.

"DISPUTE": Any dispute, disagreement, claim, or controversy arising in
connection with or relating to the Agreement, or the validity, interpretation,
performance, breach, or termination of the Agreement, including any claim of
breach of representation or warranty or of nonperformance and any claim
regarding bodily or other personal injury damage to tangible property.

"DISPUTE RESOLUTION APPENDIX": The Dispute Resolution Appendix to General
Services Agreement, containing the Dispute Resolution Procedure for, as an
integral party of, the Agreement.

"DISPUTE RESOLUTION PROCEDURE": The procedure or process by which a Dispute
shall be resolved in the Dispute Resolution Appendix.

"EFFECTIVE DATE": October 1, 1999, the date on which the Agreement becomes
effective.

"EFFECTIVE DATE SERVICE SUBCONTRACT": A Service Subcontract in effect on the
Effective Date.

"EXPIRATION": The expiration of the term of the Agreement as stated in, and as
may be renewed under, Article 2, without regard to any period of transition
assistance. For the avoidance of doubt, "Expiration" does not include a
termination of the Agreement under Section 13.1. ("EXPIRE" and "EXPIRED" have
correlative meanings.)


                                       25


<PAGE>   26


"FIXED-PRICE SERVICE": A Service the Price for which is a fixed or nonvariable
amount, other than a fixed rate.

"GOVERNMENTAL AUTHORITY": Any federal, state, local, or foreign government or
governmental, quasi-governmental, administrative, or regulatory authority,
agency, body, or entity, including any court of other tribunal.

"INDEMNIFICATION CLAIM": A claim or demand of a Party, on its behalf or on
behalf of one or more of its Indemnified Agents, for Indemnification under
Section 14.4.

"INDEMNIFICATION CLAIM NOTICE": A Notice from the Indemnified Party describing
an Indemnification Claim and the amount or the estimated amount of that
Indemnification Claim to the extent then feasible (though that estimate shall
not be determinative of the final amount of that Indemnification Claim).

"INDEMNIFICATION RESPONSE PERIOD": The 30 days after an Indemnification Claim
Notice is given during which the Indemnifying Party may investigate and
determine its responsibility or liability for an Indemnification Claim and, if
relating to a Third-Party Claim, Notify the Indemnified Party of the
Indemnifying party's election to defend that Third-Party Claim.

"INDEMNIFIED AGENTS": Collectively, the officers, directors, employees, and
agents of a Party.

"INDEMNIFIED PARTY": A Party entitled to or seeking indemnification, on its own
behalf or on behalf of one or more of its Indemnified Agents, under Section
14.4.

"INDEMNIFYING PARTY": A Party that has or is alleged to have an obligation to
indemnify the other Party in response to an Indemnification Claim.

"LEVEL": The scope, timelines, or quantity of a Service of Task or the location,
intensity, or frequency at or with which a Service or Task is or is to be
rendered.

"NONCONFORMING SERVICE:" A Service or Task that, as agreed by the Parties or
otherwise determined by the Dispute Resolution Procedure, was or is Deficient.

"NONPAYMENT NOTICE": A Notice from WWT to TCB that describes an amount related
to an invoice to TCB that WWT has not received when due, which shall:

         1.   constitute a demand for payment of the described amount; and

         2.   state that either termination of the Agreement or cessation of
              transition assistance, whichever is applicable, by WWT may result
              of the described amount is not paid by the tenth Business Day
              after that Notice is given.


                                       26


<PAGE>   27


"NOTICE": A written communication complying with Article 18. ("NOTIFY" has the
correlative meaning.)

"PARTIES": Collectively, WWT and TCB. ("PARTY" means either WWT or TCB.)

"PERSON": An individual; a corporation, partnership, limited liability company,
trust, association, or entity of any kind or nature; or a Governmental
Authority.

"PRICE": The amount or rate, in either case whether fixed or variable and
however measured, charged to TCB for a Service, as agreed by the Parties.

"PROCEEDINGS": Any action, suit, claim, investigation, demand, audit, or other
proceedings by or before any Governmental Authority or any arbitration
proceedings.

"REASONABLE CONSENT": The prior written consent of a Party (in any capacity),
which may not be unreasonably withheld or delayed.

"REASONABLE EFFORTS": The efforts of a Party that are commercially reasonable
under the circumstances, which do not require a Party to institute or prosecute
any Proceedings or to pay any Person other than that Party's representatives or
agents, including (only as to WWT) Subcontractors.

"REPRESENTATIVES": Collectively, WWT's Representative and TCB's Representative.

"SCHEDULE": A Schedule to the Agreement that describes a Service, the basis of
the Price for that Service, any Subcontractor performing all or a portion of
that Service, and the location or locations at which that Service is to be
rendered if not at WWT's offices or Subcontracted.

"SERVICE": An individual service, to be rendered by WWT under the Agreement,
that is described as a "Service" in a Schedule. A Service may also be described
in a Schedule by all or a portion of its constituent Tasks.

"SERVICE SUBCONTRACT": An agreement or arrangement, oral or written, under which
a Subcontractor is to render or perform any Service or Task on WWT's behalf or
in WWT's stead.

"SLA": A written agreement or understanding between WWT and TCB describing, or
otherwise stating terms regarding, the Level at which a Service, in whole or in
party, will be rendered. An SLA regarding a Service, in whole or in part, may be
entered into by or directly with one or more of WWT's departments rendering that
Service or that part of the Service. An SLA entered into on or after the
Effective Date:

         1.       may be a separate document or part of another document,

         2.       may be a Schedule or part of a Schedule, and


                                       27


<PAGE>   28


         3.       shall be signed by WWT and TCB.

"SUBCONTRACT": WWT's entering into a Service Subcontract. ("SUBCONTRACTED" and
"SUBCONTRACTING" have correlative meanings).

"SUBCONTRACT TERMINATION PENALTY": An obligation described in, as part of the
terms of, a Service Subcontract to pay the Subcontractor a charge, fine,
penalty, or other amount upon the termination or partial termination of that
Service Subcontract, including any return to the Subcontractor of any equipment
or goods held under that Service Subcontract.

"SUBCONTRACTOR": A Person, other than an employee of WWT, who or which enters
into a Service Subcontract with WWT.

"TASK": Any one of the group of processes, procedures, or services that is
described in a Schedule as constituting, or included in, a Service.

"TCB": telcobuy.com LLC, a Delaware limited liability company.

"TCB BUSINESS UNIT": A segment or part of TCB's business that TCB treats, for
purposes of its business and not solely for the Agreement, as a separate unit.

"TCB'S REPRESENTATIVE": The individual agent or representative designated by TCB
to be TCB's formal liaison with or representative to WWT for matters relating to
the Agreement, having the (non-exclusive) authority and responsibility described
in the Agreement.

"TERMINATION DATE": The date on which the Agreement is terminated in accordance
with Section 13.1, without regard to any Transition Period.

"THIRD-PARTY CLAIM": A claim of liability asserted against either Party by a
Person other than the other Party or either Party's Indemnified Agents.

"TRANSITION EXPENSES": The sum of the following, incurred in or resulting from
WWT's compliance with requests for transition assistance for up to 180 days
after Expiration or during the Transition period (as the case may be):

         1.       all of WWT's reasonable out-of-pocket expenses, and

         2.       the time or activities of WWT's personnel as follows: (a) if
                  the activities of those personnel were part of a Use-based
                  Service before Expiration or the termination of the Agreement,
                  at the Price most recently paid for that Use-based Service
                  before Expiration or termination, or (b) if the activities of
                  those personnel were part of a Fixed-price Service before
                  Expiration or the termination of the Agreement, an amount
                  equal to that portion of the Price most recently paid for that
                  Fixed-price Service before Expiration or termination
                  corresponding to the


                                       28

<PAGE>   29


                  transition activities' portion of all activities that
                  constituted that Fixed-price Service, for the time covered by
                  that Price, before Expiration or termination.

"TRANSITION PERIOD": The maximum 180-day period after the Termination Date or
Expiration Date during which WWT shall, as TCB reasonably requests, render one
or more Services in accordance with Section 13.3(a) or provide transition
assistance in accordance with Sections 2.3 or 13.3(b).

"USE-BASED SERVICE": A Service the Price for which is variable; or a Service the
Price for which is a fixed rate, but the amount due for that Service is
determined by or based upon, at least in part, the extent of the actual use of
WWT's personnel or other assets.

"WWT": World Wide Technology, Inc., a Missouri corporation.

"WWT BUSINESS UNIT": A segment or part of WWT's business that WWT treats, for
purposes of its business and not solely for the Agreement, as a separate unit.

"WWT'S REPRESENTATIVE": The individual agent or representative designated by WWT
to be WWT's formal liaison with or representative to TCB for matters relating to
the Agreement, having the (non-exclusive) authority and responsibility described
in the Agreement.

B. INTERPRETATIVE MATTERS. The Agreement is the result of the Parties'
negotiations, and no provision of the Agreement shall be construed for or
against either Party because of the authorship of that provision. In the
interpretation of the Agreement, except where the context otherwise requires:

         1.       "including" or "include" does not denote or apply any
                  limitation;

         2.       "or" has the inclusive meaning "and/or";

         3.       "$" refers to United States dollars;

         4.       the singular includes the plural, and vice versa, and each
                  gender includes each of the others;

         5.       captions or headings are only for reference and are not to be
                  considered in interpreting the Agreement;

         6.       "Article" and "Section" refer to an Article and Section,
                  respectively, or the Agreement, unless otherwise stated in the
                  Agreement; and

         7.       each reference to a time of day in the Agreement is to local
                  time in St. Louis, Missouri, and "midnight" begins a day.


                                       29


<PAGE>   30


                           DISPUTE RESOLUTION APPENDIX
                          TO GENERAL SERVICES AGREEMENT

A. DEFINED TERMS. Various terms used in this Dispute Resolution Appendix, which
begin with a capital letter, are defined in the Definitional Appendix to General
Services Agreement. In addition, the following terms used only in this Dispute
Resolution Appendix have the corresponding meanings:

"COMPLEX DISPUTE LIST": The "Complex Dispute List," or if that list is not then
maintained by the American Arbitration Association, another list of individuals
having similar qualifications maintained by the American Arbitration
Association.

"INITIAL EXECUTIVE REVIEW COMMITTEE": A committee consisting of the Vice
President and General Manager of WWT and the Chief Technology Officer of TCB.

"SECOND EXECUTIVE REVIEW COMMITTEE": A committee consisting of the Chief
Executive Officer of WWT and the Chief Financial Officer of TCB.

"QUALIFICATIONS": Inclusion in the Complex Dispute List of having extensive
knowledge or experience, or both, regarding services similar to the Service or
Services that are the subject of the Dispute.

The interpretative matters set forth in the Definitional Appendix also apply to
this Dispute Resolution Appendix.

B.  DISPUTE RESOLUTION PROCEDURE.

1. GENERAL PROCEDURE. Except as otherwise stated in the Agreement, the Parties
shall resolve all Disputes in accordance with this procedure:

         (a)      Each Party shall instruct its Representative to promptly
                  negotiate in good faith with the other Party's Representative
                  to resolve the Dispute.

         (b)      If the Representatives do not resolve the Dispute within ten
                  Business Days (or such longer period as the Representatives
                  may agree) after the date of referral of the Dispute to them,
                  the Dispute shall be referred (by either or both of the
                  Representatives) to the Initial Executive Review Committee for
                  resolution.

         (c)      If the Initial Executive Review Committee does not resolve the
                  Dispute within ten Business Days (or such longer period as
                  that Committee may agree) from the date of referral to it, the
                  Dispute shall be referred (by that Committee or any of its
                  members) to the Second Executive Review Committee for
                  resolution.

         (d)      If the Second Executive Review Committee does not resolve the
                  Dispute within ten Business Days (or such longer period as
                  that Committee may agree) after the


                                       30

<PAGE>   31



                  date of referral to it, either Party may submit the Dispute
                  for resolution by the Parties' Presidents, who may submit the
                  Dispute to non-binding mediation in accordance with Section
                  B.2 of this Dispute Resolution Appendix.

         (e)      If the Dispute is not resolved by the parties' Presidents (if
                  submitted to them) and is not submitted to or resolved by
                  mediation, then either Party may submit the Dispute to binding
                  arbitration in accordance with Section B.3 of this Dispute
                  Resolution Appendix.

         A referral under any of Sections B.1(a), B.1(b), and B.1(c) of this
         Dispute Resolution Appendix shall be made by written notice to the
         Persons designated in the applicable Section or Sections. That notice
         shall be in a form described in the Agreement or an electronic mail
         message and addressed to each Person at his office address or
         electronic mail address; each notice shall be given and effective as
         described in the Agreement or, in the case of electronic mail, upon
         actual receipt. The date of referral is the last date that notice is
         given to all of the Persons to whom the Dispute must have been
         referred.

2. MEDIATION. The mediation of an unresolved Dispute shall be conducted in this
manner:

         (a)      Either Party may submit the Dispute to mediation by giving
                  notice of mediation to the other Party. The Parties shall
                  attempt to agree upon and appoint a sole mediator who has the
                  Qualifications promptly after that notice is given.

         (b)      If the Parties are unable to agree upon a mediator within ten
                  days after the date the Dispute is submitted to mediation,
                  either Party may request the St. Louis office of the American
                  Arbitration Association to appoint a mediator who has the
                  Qualifications. The mediator so appointed shall be deemed to
                  have the Qualifications and to be accepted by the Parties.

         (c)      The mediation shall be conducted in the St. Louis metropolitan
                  area at a place and a time agreed by the Parties with the
                  mediator, or if the Parties cannot agree, as designated by the
                  mediator. The mediation shall be held within 20 days after the
                  mediator is appointed.

         (d)      If either Party has substantial need for information from the
                  other Party in order to prepare for the mediation, the Parties
                  shall attempt to agree on procedures for the formal exchange
                  of information; if the Parties cannot agree, the mediator's
                  determination shall be effective.

         (e)      Each Party shall be represented in the mediation by at least
                  its Representative or another natural Person with authority to
                  settle the Dispute on behalf of that Party and, if desired by
                  that Party, by counsel for that Party. The parties'
                  representatives in the mediation shall continue with the
                  mediation as long as the mediator requests.


                                       31


<PAGE>   32


         (f)      Unless otherwise agreed by the parties, each Party shall pay
                  one-half of the mediator's fees and expenses and shall bear
                  all of its own expenses in connection with the mediation.
                  Neither Party may employ or use the mediator as a witness,
                  consultant, expert, or counsel regarding the Dispute or any
                  related matters.

3. ARBITRATION. The arbitration of an unresolved Dispute shall be conducted in
this manner:

         (a)      Either Party may begin arbitration by filing a demand for
                  arbitration in accordance with the Arbitration Rules. The
                  Parties shall attempt to agree upon and appoint a panel of
                  three arbitrators promptly after that demand is filed. Each of
                  those arbitrators must have the Qualifications, and at least
                  one of those arbitrators must be included in the Complex
                  Dispute List (unless no list of that kind is then maintained).

         (b)      If the parties are unable to agree upon any or all of the
                  arbitrators within ten days after the demand for arbitration
                  was filed (and do not agree to an extension of that ten-day
                  period), either Party may request the St. Louis office of the
                  American Arbitration Association to appoint the arbitrator or
                  arbitrators, who have the Qualifications (and at least one of
                  whom must be included in the Complex Dispute List, unless no
                  list of that kind is then maintained), necessary to complete
                  the panel in accordance with the Arbitration Rules. Each
                  arbitrator so appointed shall be deemed to have the
                  Qualifications and to be accepted by the Parties as part of
                  the panel.

         (c)      The arbitration shall be conducted in the St. Louis
                  metropolitan area at a place and a time agreed by the Parties
                  with the panel, or if the Parties cannot agree, as designated
                  by the panel. The panel may, however, call and conduct
                  hearings and meetings at such other places as the Parties may
                  agree or as the panel may, on the motion of one Party,
                  determine to be necessary to obtain significant testimony or
                  evidence.

         (d)      The Parties shall attempt to agree upon the scope and nature
                  of any discovery for the arbitration. If the Parties do not
                  agree, the panel may authorize any and all forms of discovery,
                  including depositions, interrogatories, and document
                  production, upon a showing of particularized need that the
                  requested discovery is likely to lead to material evidence
                  needed to resolve the Dispute and is not excessive in scope,
                  timing, or cost.

         (e)      The arbitration shall be subject to the Federal Arbitration
                  Act and conducted in accordance with the Arbitration Rules to
                  the extent they do not conflict with this Section B.3 of this
                  Dispute Resolution Appendix. The Parties and the panel may,
                  however, agree to vary the provisions of this Section B.3 of
                  this Dispute Resolution Appendix or the matters otherwise
                  governed by the Arbitration Rules.


                                       32


<PAGE>   33


         (f)      The panel has no power to:

                  (i)      rule upon or grant any extension, renewal, or
                           continuance of the Agreement;

                  (ii)     award remedies or relief either expressly prohibited
                           by the Agreement or under circumstances not permitted
                           by the Agreement; or

                  (iii)    grant provisional or temporary injunctive relief
                           before rendering the final decision or award.

         (g)      Unless the Parties otherwise agree, all Disputes regarding or
                  related to the same topic or event that are subject to
                  arbitration at one time shall be consolidated in a single
                  arbitration proceeding.

         (h)      A Party or other Person involved in an arbitration under this
                  Section B.3 may join in that arbitration any Person other than
                  a Party if:

                  (i)      the Person to be joined agrees to resolve the
                           particular dispute or controversy in accordance with
                           this Section B.3 and the other provisions of this
                           Dispute Resolution Appendix applicable to
                           arbitration; and

                  (ii)     the panel determines, upon application of the Person
                           seeking joinder, that the joinder of that other
                           person will promote the efficiency, expedition, and
                           consistency of the result of the arbitration and will
                           not unfairly prejudice any other party to the
                           arbitration.

         (i)      The arbitration hearing shall be held within 30 days after the
                  appointment of the panel. Upon request of either Party, the
                  panel shall arrange for a transcribed record of the
                  arbitration hearing, to be made available to both Parties.

         (j)      The panel's final decision or award shall be made within 30
                  days after the hearing. That final decision or award shall be
                  made by unanimous or majority vote or consent of the
                  arbitrators constituting the panel, and shall be deemed issued
                  at the place of arbitration. The panel shall issue a reasoned
                  written final decision or award based on the Agreement and
                  Missouri law; the panel may not act according to equity and
                  conscience or as an amicable compounder or apply the law
                  merchant.

         (k)      The panel's final decision or award may include:

                  (i)      recovery of Damages to the extent permitted by the
                           Agreement; or


                                       33


<PAGE>   34


                  (ii)     injunctive relief in response to any actual or
                           threatened breach of the Agreement or any other
                           actual or threatened action or omission of a Party
                           under or in connection with the Agreement.

         (l)      The panel's final decision or award shall be final and binding
                  upon the Parties, and judgment upon that decision or award may
                  be entered in any court having jurisdiction over either or
                  both of the Parties or their respective assets. The Parties
                  specifically waive any right they may have to apply or appeal
                  to any court for relief from the preceding sentence or from
                  any decision of the panel made, or any question of law
                  arising, before the final decision or award. If any decision
                  by the panel is vacated for any reason, the Parties shall
                  submit that Dispute to a new arbitration in accordance with
                  this Section B.3.

         (m)      Each Party shall pay one-half of the arbitrators' fees and
                  expenses, and shall bear all of its own expenses in connection
                  with the arbitration. The panel has the authority, however, to
                  award recovery of all costs and fees (including attorneys'
                  fees, administrative fees and the panel's fees and expenses)
                  to the prevailing Party in the arbitration.

4. RECOURSE TO COURTS. Nothing in the Dispute Resolution Procedure limits the
right of either Party to apply to a court or other tribunal having jurisdiction
to:

         (a)      enforce the Dispute Resolution Procedure, including the
                  agreement to arbitrate in this Dispute Resolution Appendix;

         (b)      seek provisional or temporary injunctive relief, in response
                  to an actual or impending breach of Article 10 of the
                  Agreement or otherwise so as to avoid irreparable damage or
                  maintain the status quo, until a final arbitration decision or
                  award is rendered or the Dispute is otherwise resolved; or

         (c)      challenge or vacate any final arbitration decision or award
                  that does not comport with Section B.3 of this Dispute
                  Resolution Appendix.

5. SUBMISSION TO JURISDICTION. Each Party irrevocably submits to the
jurisdiction of the federal courts of the United States and the state courts of
Missouri located in St. Louis County, Missouri. Each Party waives any defense or
challenge to that jurisdiction based on lack of personal jurisdiction, improper
venue, or inconvenience of forum.

6. CONFIDENTIALITY. The proceedings of all negotiations, mediations, and
arbitrations as part of the Dispute Resolution Procedure shall be privately
conducted. The Parties shall keep confidential all conduct, negotiations,
documents, decisions, and awards in connection with those proceedings under the
Dispute Resolution Procedure.


                                       34


<PAGE>   35


                                   SCHEDULE 1
             IT, WEB HOSTING AND ADMINISTRATIVE BACK OFFICE SERVICES

The Services contained in this schedule involve the following areas:

1.       Information Technology and Web Hosting
2.       Basic financial operations
3.       Basic business operations
4.       Basic facilities support


1. INFORMATION TECHNOLOGY AND WEB HOSTING. Information Technology and Web
Hosting is defined as the basic support of TCB's technical and electronic
infrastructure. TCB will independently maintain executive management and its own
personnel who will be ultimately responsible for the functions. Where TCB deems
it to be efficient and cost effective, TCB may outsource some of the basic
functions consistent with the services provided to TCB by WWT, during the period
in which TCB was a division of WWT. Information Technology and Web Hosting
provides operational support and on-going maintenance of all information
technology and telecommunications systems including:

(i)      Office automation
(ii)     PC desktops
(iii)    Telephones and switch
(iv)     Electronic mail
(v)      Internet and Web-based applications
(vi)     Business applications support

This support is accomplished through a centralized help desk. End-users, or
clients, may request support via telephone, email or web-based form entry.
Requests are tracked and actively monitored via a web based action request
system.

The Services described included in this Section 1 are intended to include only
the basic services, and not the Consulting Services described in Schedule 2.
Where WWT determines that Consulting Services are required, such Services shall
be provided in accordance with the Agreement's terms and conditions for
Consulting Services, including without limitation Article 3 and Section 7.4 of
the Agreement.

2. BASIC FINANCIAL OPERATIONS. Basic Financial Operations is defined as all of
the functions necessary to generate materially accurate financial statements on
a timely basis. TCB will independently maintain executive management and its own
personnel who will be ultimately responsible for the functions. Where TCB deems
it to be efficient and cost effective, TCB may outsource some of the basic
functions consistent with the services provided to TCB by WWT during the period
in which TCB was a division of WWT. The performance of these functions by WWT
does not relieve the management of TCB from its responsibilities with respect to
reports


                                       35

<PAGE>   36


and filings required under the applicable securities laws. The Tasks may
include but are not limited to the following:

(a)      Financial Statement Generation
         (i)      Monthly, Quarterly and annually
         (ii)     Budgets vs. Actuals
         (iii)    Various other financial analysis

(b)      Accounts Receivable
         (i)      Generating invoices
         (ii)     Processing credit applications and making credit decisions
         (iii)    Collections
         (iv)     Cash Receipts
         (v)      Other related A/R functions

(c)      Accounts Payable
         (i)      Entering and processing vendor invoices
         (ii)     Expense report processing and coordination with A/P
         (iii)    Check Processing
         (iv)     Operational invoice processing
         (v)      Accrued Liabilities
         (vi)     Other related A/P functions

(d)      Payroll
         (i)      Coordination of outsource to ADP for normal payroll processing
         (ii)     Timekeeping, vacation tracking, etc.
         (iii)    Year end processing of W-2's
         (iv)     Sales representative commission reporting
         (v)      Payroll tax coordination
         (vi)     Other related payroll functions

(e)      Treasury Function/Cash Management
         (i)      Coordination and support of bank financing
         (ii)     Cash management services
         (iii)    Cash flow reporting
         (iv)     Bank reporting
         (v)      Forecasting

(f)      Inventory
         (i)      Cost analysis
         (ii)     Cycle counting
         (iii)    Inventory control and segregation
         (iv)     Variance reporting and resolution

(g)      Project Accounting



                                       36


<PAGE>   37

         (i)      Project revenue/costing reports and analysis
         (ii)     Time tracking to task and sub task level
         (iii)    Project set up and accounting

(h)      Tax Administration

         (i)      Federal, State and local tax compliance
         (ii)     Reporting and coordination of the outsource on above
         (iii)    Income tax account analysis
         (iv)     Sales and Use tax analysis and compliance
         (v)      Tax payment processing
         (vi)     Property and other general corporate taxation issues
         (vii)    Other related tax functions as necessary

(i)      General Corporate Accounting/Issues
         (i)      Insurance planning and coordination
         (ii)     Fixed asset accounting
         (iii)    Other corporate accounting issues


3. BASIC BUSINESS OPERATIONS. Basic Business Operations is defined as the
post-sale related functions necessary to deliver products to WWT's customers,
assuring both customer satisfaction and maximum profitability for TCB. TCB will
independently maintain executive management and its own personnel who will be
ultimately responsible for the functions. Where TCB deems it to be efficient and
cost effective, TCB may outsource some of the basic functions consistent with
the services provided to TCB by WWT, during the period in which TCB was a
division of WWT. The Tasks may include but are not limited to the following:

(a)      Vendor Management
         (i)      Volume agreements--managing contractual renewal dates,
                  maintaining and managing volume discount levels
         (ii)     Reporting - understanding contractual reporting requirements
         (iii)    Process development - EDI, Internet, Expediting process, etc.
         (iv)     Quality/ ISO Nonconformance Corrective Action Requests

(b)      Contract Administration
         (i)      Managing a long term contract, with responsibility for
                  customer satisfaction and vendor relationship throughout life
                  of contract
         (ii)     Coordinating customer requirements, with shipping needs,
                  delivery schedules, vendor requirements and product
                  availability
         (iii)    Negotiating and analyzing profitability, reporting needs
         (iv)     Initiating shipping and invoicing
         (v)      Generating quotes and configurations

(c)      Procurement
         (i)      Vendor selection criteria and ISO approved supplier list


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         (ii)     Negotiation - daily purchases as well as long term contractual
                  commitments Delivery
         (iii)    Scheduling - assuring the ability to meet customer required
                  delivery
         (iv)     Process Analysis-- Integration of vendor's information
                  systems/processes into WWT ERP where efficiencies can be
                  achieved

(d)      Customer Service
         (i)      Returns/credits
         (ii)     Proof of delivery
         (iii)    Invoicing information
         (iv)     General WWT information
         (v)      Order status - Internet and telephone response
         (v)      Telemarketing
         (v9)     Communication and coordination with sales team and customer
                  base

(e)      Ship Requests
         (i)      Coordination of availability and product integration
         (ii)     Coordination of carriers
         (iii)    Pick/pack slip requirements
         (iv)     Coordination with customers on acceptance of incoming
                  shipments

(f)      Inventory Management
         (i)      Vendor relations
         (ii)     Forecasting - supply, demand, lead time
         (iii)    Stock rotation
         (iv)     Sales analysis
         (v)      Facility analysis - accommodation of inventory, racking, etc.

4. BASIC FACILITIES SUPPORT. Basic Facilities Support is defined as the basic
support and all of the associated functions necessary to provide a technically
advanced business environment for TCB. TCB will independently maintain executive
management and its own personnel who will be ultimately responsible for the
functions. Where TCB deems it to be efficient and cost effective, TCB may
outsource some of the basic functions consistent with the services provided to
TCB by WWT, during the period in which TCB was a division of WWT. The Tasks may
include but are not limited to the following:

(a)      Strategic Site Planning
         (i)      Current condition assessment
         (ii)     Facilities requirements outlook
         (iii)    Buy/build /lease alternatives
         (iv)     Capital and financial budget

(b)      Site Plan Implementation
         (i)      Property negotiations (buy/lease)
         (ii)     Space programming


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<PAGE>   39

         (iii)    Infrastructure requirements (voice/data)
         (iv)     Project management

(c)      Site Completion
         (i)      Final design
         (ii)     Request for proposals
         (iii)    Project management
         (iv)     Facilities operational procedures (inventory management,
                  shipping, receiving, inspection etc.)
         (v)      Operational contracts (maintenance, landscape, environmental
                  etc.)
         (vi)     Maintain/renegotiate lease agreements

(d)      Warehousing
         (i)      Shipping
         (ii)     Receiving
         (iii)    Pick/pack activity
         (iv)     Inventory management via ERP interactive bar coding system
         (v)      Negotiate/maintain carrier contracts
         (v)      Procure/maintain related equipment (forklifts, cable spoolers,
                  banding equip, rder pickers, shrink-rap equip. associated
                  vehicles, etc.)

(e)      Quality Systems
         (i)      Oversee all quality control initiatives
         (ii)     Assist in the development and improvement of all quality
                  related processes and procedures
         (iii)    Maintain ISO 9002 certification
         (iv)     Attain TL9000 certification


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<PAGE>   40


                                   SCHEDULE 2
                               CONSULTING SERVICES

Consulting Services consist of:
         1.       Business Application Consulting,
         2.       System Network Services, and
         3.       Internet Business Solutions and Software Development.

1.   BUSINESS APPLICATION CONSULTING. WWT's Business Applications Consulting
     ("BAC") Group provides the following services to clients in the
     telecommunications, distribution and manufacturing industries. It is
     expected that the BAC team will provide these services for TCB for the
     initial implementation of the company's application set, as well as for
     ongoing enhancements and backup support:

(a) ENTERPRISE PROJECT MANAGEMENT AND METHODOLOGY: WWT's propriety Ventana
methodology was developed specifically for the efficient, comprehensive
implementation of packaged applications solutions across the enterprise. This
methodology has proven to be successful for a variety of clients, including
WWT's inaugural implementation of Oracle Applications in March 1998. BAC offers
this approach together with the experience of WWT's individual Project Managers
to lead complex projects to completion.

(b) BUSINESS PROCESS ANALYSIS & DESIGN: BAC consultants serve as the "bridge"
between the core needs of the business and the corresponding optimal process
design and software configuration. This service includes facilitation of
requirements gathering and design sessions.

(c) APPLICATION SOFTWARE CONFIGURATION: The experience of the BAC team with a
variety of enterprise software applications, including Oracle applications, is
critical to rapidly transform business requirements and process designs into
functional software. WWT's strategy of business and technology "alignment"
results in effective solutions, deployed rapidly.

(d) TECHNICAL DEVELOPMENT: Packaged software, by its nature, cannot meet the
needs of every client. In virtually every client situation, BAC meets WWT's
clients' needs to develop interfaces to outside systems, data conversion
routines, and custom extensions to the base package.

(e) SYSTEM ADMINISTRATION: The BAC team provides system administration services
for "light duty" technical needs including software installation and
troubleshooting. For "heavy duty" needs, the BAC team calls upon WWT's Internet
Core Technology and Systems and Network Services practices.

(f) SOFTWARE ANALYSIS AND SELECTION: Members of the BAC team research and
implement new business software applications in order to analyze a client's
situation and recommend the most appropriate strategy and solution to meet its
needs.


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<PAGE>   41


2. SYSTEM NETWORK SERVICES: WWT's Systems and Network Services ("SNS") focuses
on providing customers with services relating the "Digital Foundation", that is,
all computer-related communications. This Digital Foundation consists of LAN's,
WAN's, Internet connectivity, remote access/dial-up connectivity and all of the
components that make this connectivity work properly.

SNS is made up of team of professionals who deliver consulting services to WWT's
customers. These professionals have the experience, training and certifications
to provide value to WWT's customers. Some of the most key vendor solutions that
our team works with include Cisco Systems, Sun, Microsoft, Novell, Network
Associates and many others.

The professional services address each area of the Digital Foundation from a
company's entire Digital Foundation to specific solutions for a particular area.
SNS provides proven methods and experienced people to provide the right solution
for each customer. SNS comprehensive service offerings include:

o Total Cost of Network Ownership Study;
o Digital Foundation Review and Assessment;
o LAN / WAN design, implementation and support services;
o Network Operating Systems (NT, NetWare, Sun Solaris);
o design, implementation and support services;
o Messaging Solutions (Microsoft Exchange, Lotus Notes, Sun SIMS, etc.);
o Remote Dial-in / out solutions (a.k.a. remote access);
o Network Security Solutions; and
o Capacity Planning Recommendations.

3.   INTERNET BUSINESS SOLUTIONS AND SOFTWARE DEVELOPMENT:

Software Development group provides software consulting services to design,
develop and implement software applications and complete turn-key systems.
Application development projects include:
o Creating Interfaces to existing applications;
o Customizing and extending off-the-shelf applications to meet enhanced user
requirements; and
o Developing custom applications based on component modules that may have
already been developed or provided by 3rd party ISVs or software manufacturers.

The Software Development group specializes in key technology areas that, while
complex and rapidly changing, are the key areas for a business's current
operations and future business growth. These key technology areas are;
E-Business Solutions, Oracle Core Technology, and Information Technology
Professional Services. The specific products and services provided in these key
technology areas include E-Business Solutions, Web Applications, Livelink,
Custom WWT Java Servelets, and Web Development.


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