Customer Agreement

IBM Digital Manufacturing Solutions (DMS)
Project Change Authorization

The  purpose  of this  Project  Change  Authorization  is to alter the  existing
Statement of Work to include the installation of IBM IndustryView for AAP at the
Pinacor  Cincinnati  facility.  The initial  evaluation of IndustryView  for AAP
installation  at the Cincinnati  site is a estimate of 60 hours at $200 per hour
totaling $12,000.  Additionally, 2% of the total contract revenue will be billed
as an administrative fee and $3000 for travel.

Estimated Total Charges: $12,000 Additionally,  2% of the total contract revenue
will be billed as an Administrative Fee.
        Estimated Total Expenses: $3000

Project Scope Addition:
        1) The  IndustryView  team  will  assist  Pinacor  by  working  with the
        customer  team to perform  the  following:  Perform a  Requirements  and
        Design  Study  and  prepare  a  Statement  of Work  for  the  Cincinnati
        location.

Key Assumptions:
IBM's estimated charges and schedules to perform the following  additions to the
existing  Statement  of  Work  are  based  on  the  following  key  assumptions.
Deviations that arise during the proposed project change request will be managed
through the procedure  described in Project Change Control Procedure in Appendix
B of the original Statement of Work.

I All  necessary  Pinacor  representatives  are  available for interview in each
subject area.

Modifications to Existing Statement of Work Dated March 16, 1999

Add the following to the IBM responsibilities section after 2.2.3:

2.2.3.1  Define and  Validate  Requirements  and Develop  Detail  Design for the
IndustryView for AAP Cincinnati

Task  Description:  The purpose of this task is to define and validate  that the
functions   provided  by  the  base   application   software  and  the  required
enhancements  will support the intended  Cincinnati  business  environment.  The
following functional requirements will be addressed in this task:

o        MSTAR Interface Requirements
o        EDI requirements
o        Test server requirements
o        Business rules requirements
o        Routing requirements
o        Administrative profile requirements
o        Unique Cincinnati business and schedule requirement
o        New reporting requirements

The sub tasks are:

1. Develop an interview procedure and checklist.
2. Develop an interview schedule and plan.
3. Develop documentation standards for interview results.
4. Conduct  interviews of key Pinacor personnel to validate the requirements for
the  Pinacor  Cincinnati  IndustryView  installation.
5. Refine/identify  the interfaces  required  between the  IndustryView  for
AAP and other  systems.
6. Review  requirements  statement  with the Pinacor IT and MSTAR  support Team.
7. Document that the  requirements  identified are met by the application
software packages and the proposed design enhancements.

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Customer Agreement

IBM Digital Manufacturing Solutions (DMS)
Project Change Authorization

8. Consult with Pinacor on identified  interfaces and  dependencies  to existing
computer systems that are required to support the Cincinnati facility.

Completion   Criteria:   Documentation  of  the  Pinacor  requirements  for  the
integration  of  IndustryView  for AAP  into  the  Cincinnati  facility  will be
complete when the Pinacor Requirements Report and Design Report are delivered to
the Pinacor Project Executive.

Deliverables: The following item will be delivered to Pinacor as a result of
              this task:
              The IndustryView for AAP Cincinnati Design Report.
              IndustryView for AAP Statement of Work for the Cincinnati Pinacor
              Facility

This offer will expire on 5/30/99.

Both of us agree that the  complete  agreement  between us about these  Services
will consist of, (1) This Statement of Work, and (2) the IBM Customer  Agreement
or IBM Customer  Agreement - Project  Support  Services,  as applicable  (or any
equivalent agreement signed by both of us).

Agreed to:                                 Agreed to:
Pinacor Corporation                        International Business Machines
                                           Corporation

By:   /s/ Don Lyons                        By:
------------------------------------          ---------------------------------
Authorized Signature         Date          Authorized Signature
Date

Authorized Name (print)   Don Lyons

                          ----------
Customer Number: 5816159                   IBM Customer Agreement
Number. CFTG68A

Customer Address:
        525 West Alameda
        Tempe, Arizona 85282-1824          Office Number:

Project Name or Identifier:IV-AAP          IBM Office Address:
Project Change Request Number: PCR # 2     1798 N.W. 40th Street
                                           Boca Raton, Florida 33431

Estimated Start Date   May 20,1999
Estimated End Date:          June 4,1999

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