<PAGE>


                                                                    EXHIBIT 10.2


                               SERVICES AGREEMENT

      THIS AGREEMENT (the "AGREEMENT") is made as of the 21ST day of FEBRUARY,
2001 (the "EFFECTIVE DATE") by and between PURCHASESOFT , an E-PROCUREMENT
SOFTWARE COMPANY having its principal place of business at ONE RESEARCH DRIVE,
WESTBOROUGH, MA 01581 ("CLIENT") and VIA Marketing & Design Inc., a Maine
corporation doing business as VIA Inc and having its principal place of business
at 34 Danforth Street, Portland, Maine 04101 ("VIA").

1.  SERVICES AND PAYMENT TERMS

      Subject to the terms and conditions of this Agreement, VIA agrees to
provide Client with marketing communications services, the scope, timing, and
details of which shall be set forth in a supplement to this Agreement that is
executed and delivered together with this Agreement (the "INITIAL SUPPLEMENT"),
as modified in one or more supplements subsequently agreed upon in writing by
VIA and Client from time to time (together with the Initial Supplement, the
"SUPPLEMENTS"). Any Supplements shall be substantially in the form attached
hereto and, once fully executed by VIA and Client, shall incorporate all of the
terms and conditions of this Agreement, and become a part of this Agreement, as
if fully set forth herein. All marketing communications services provided to
Client by VIA on or after the date hereof, including marketing communications
services rendered to Client by VIA which are not governed by the terms of a
Supplement, shall be rendered by VIA, and accepted by Client, subject to and in
accordance with all of the terms and conditions of this Agreement unless
expressly agreed in writing to the contrary by VIA.

      2.  STANDARD TERMS AND CONDITIONS

       The attached Standard Terms and Conditions are hereby incorporated by
reference and shall constitute a part of this Agreement as if fully set forth
herein.

                             VIA Inc

                             By:   /s/ Sara M. Morris
                                ---------------------------------------
                             Print Name: Sara M. Morris
                                         ------------------------------
                             Title: Finance & HR Principal
                                    -----------------------------------

                             PurchaseSoft

                             By:   /s/ Terry J. Bartz
                                ---------------------------------------
                             Print:   Terry J. Bartz
                                    -----------------------------------
                             Title:   SR. VP Operations/Gen. Counsel
                                    -----------------------------------


<PAGE>


                          STANDARD TERMS AND CONDITIONS
                                       FOR
                               SERVICES AGREEMENT
                                      WITH
                                     VIA INC

1.  SERVICES

            1.1 REVIEW OF WORK PRODUCT BY CLIENT. VIA shall give Client a
reasonable opportunity to review and approve, prior to publication, all proposed
final work product produced by VIA pursuant to the terms of this Agreement.
Client agrees to: (i) promptly review and approve (or provide timely feedback
regarding deficiencies in) such materials upon delivery thereof by VIA (if
Client fails to approve, or provide notice of defects in, such materials
promptly, the materials will be deemed to be accepted by Client); (ii) promptly
deliver all requested materials and resources to VIA and make all reasonable and
necessary accommodations to facilitate VIA's performance of the Services; and
(iii) be solely responsible for any factual errors or omissions contained in or
derived from any material submitted to Client by VIA for review and approval
that exist after completion of such review and approval by Client.

            1.2 SELECTION FROM AMONG MULTIPLE OPTIONS. To the extent that the
Services include the delivery of multiple Deliverables to Client from which
Client is to select one (for example, names, trademarks or logos), the
Deliverables that are not selected by Client (the "NON-SELECTED DELIVERABLES")
shall remain the property of VIA, shall constitute VIA Confidential Information
and Client shall have no right, title or interest in or to the Non-Selected
Deliverables.

            1.3 EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS AND SUBCONTRACTORS.
VIA shall have the right in its sole discretion to hire any employees, agents,
independent contractors and subcontractors to assist VIA in its performance
hereunder. VIA shall be solely responsible for payment of all such hired
individuals and entities. Neither party shall have the authority to enter into
any agreement or to assume any obligation for the other, or to discipline the
other party's employees or subcontractors. Subject to the express terms,
conditions and requirements of this Agreement, VIA shall be entitled to
determine the means, methods, and processes it deems necessary and appropriate
to perform the Services, and to establish the rules, procedures, schedules,
hours and locations governing its employees and the services performed by them.

            1.4 PROTECTION OF INTELLECTUAL PROPERTY RIGHTS. Client acknowledges
that the Services do not include any preparation, filing, registration or other
actions necessary or advisable to protect Client's intellectual property rights
in or to the Client Marks or the Custom Content provided to Client hereunder,
but that Client shall assume full responsibility therefor, subject only to VIA's
agreement to cooperate as set forth in Section 3.1 below.


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<PAGE>

2.  PAYMENT TERMS

            2.1 FEES. Unless otherwise agreed to in writing by Client and VIA,
VIA shall charge Client the fees as specified in the Supplements, plus any sales
or use tax due from Client under any applicable law. Client agrees to pay VIA
the fees and expenses as set forth in the Initial Supplement, as amended by
future Supplements attached hereto and incorporated herein.

            2.2 EXPENSES. Expenses for travel will be billed at cost.
Miscellaneous direct expenses incurred in the regular course of servicing
PurchaseSoft (shipping expense, telephone, presentation materials, etc.) will be
billed at cost. Direct expenses that involve a significant amount of management
time and oversight by VIA (securing usage rights for 3rd party content,
scoping/bidding/oversight for printing projects, use of VIA capital, etc.) will
be billed at cost plus a 20% management fee. Any Expenses of ten thousand
dollars ($10,000) or more shall be paid by Client, in advance, upon VIA's
request.

            2.3 BILLING AND PAYMENT TERMS. Except as may otherwise be specified
in a Supplement, payments shall be due within fifteen (15) days of the date of
VIA's invoices. Except as may otherwise be specified in a Supplement, payments
shall be a condition to the license and transfer of proprietary rights pursuant
to Article 3 hereof. VIA will provide Client with prompt notice if invoices due
become delinquent. If the delinquency continues and Client does not arrange
satisfactory payment terms, VIA may terminate its services and pursue collection
of amounts due. Client agrees to pay the costs of collecting any past due
accounts, including court costs, filing fees and reasonable attorneys' fees.

            2.4 RECORDS. VIA agrees to maintain complete and accurate accounting
records in a form consistent with its other accounting practices to support its
charges and out-of-pocket expenses hereunder. VIA shall retain such records for
a period of one year from the date of final payment under this Agreement or any
related work assignment.

3.  PROPRIETARY RIGHTS

            3.1 CUSTOM CONTENT. The parties agree that, upon delivery and
Client's acceptance of any final work product, and subject to payment by Client
in full of all amounts due to VIA hereunder, the Custom Content will be owned by
Client and will be considered, where applicable, to be a "work made for hire" as
defined in the U.S. Copyright Act. Subject to Client's payment obligations under
this Agreement, VIA hereby assigns and transfers all copyrights in the Custom
Content to Client. VIA agrees to execute all documents and perform all other
acts reasonably necessary, at Client's expense, but without additional charge to
Client, to assist Client in obtaining and registering copyrights and to
effectuate the intention of this section. Any drafts of Custom Content not
finally accepted by Client shall remain VIA's exclusive property and Client
shall promptly return to VIA any and all such drafts and all copies thereof. VIA
agrees to archive any electronic files that constitute Custom Content for up to
but not exceeding six (6) months after delivery by VIA of final work product.


                                       3
<PAGE>

            3.2 CLIENT CONTENT. As between Client and VIA, Client shall own all
right, title and interest in and to the Client Content. Client hereby grants to
VIA a non-exclusive, non-transferable license to use, reproduce, copy, display,
modify, enhance and maintain the Client Content under the terms and conditions
of this Agreement solely in connection with the creation, development and
implementation of the Services and for the purposes of publicity in accordance
with Section 11.9. VIA may make only such copies of the Client Content as may be
necessary to perform its obligations under this Agreement. Except for the
limited license set forth in this Section 3.2, Client expressly reserves all
other rights in and to the Client Content.

            3.3 CLIENT MARKS. As between Client and VIA, Client shall own all
right, title and interest in and to the Client Marks. Client hereby grants to
VIA a non-exclusive, non-transferable license to use the Client Marks under the
terms and conditions of this Agreement solely in connection with the creation,
development and implementation of the Services and for the purposes of publicity
in accordance with Section 11.9. VIA shall not use any Client Marks, logos or
other identifiers in any manner other than as is expressly provided for in this
Agreement, or in any style or variation other than as directed by Client without
Client's prior written approval.

            3.4 THIRD PARTY CONTENT. Client acknowledges that in the course of
providing services to Client hereunder, VIA may acquire or license the rights to
incorporate certain Third Party Content into Deliverables on Client's behalf.
Client acknowledges and agrees that it has no ownership interest in such Third
Party Content, nor any rights to use, reproduce, copy or distribute such Third
Party Content apart from the Deliverables or other than as contemplated by this
Agreement.

            3.5 RIGHTS CLEARANCE. Client shall be solely responsible for
obtaining any permissions, clearances, releases, rights of use or licenses
necessary to use the Client Content and Client Marks in connection with the
Services and to allow VIA to make such copies thereof as may be necessary to
fulfill its obligations under this Agreement. Without limiting the foregoing,
Client shall be solely responsible for obtaining any permissions, clearances,
releases, rights of use or licenses necessary for any use of any Client Mark
developed and delivered by VIA hereunder. No preliminary rights clearance of the
Client Marks undertaken by VIA (if any) shall create any duties in VIA contrary
to this Section 3.5 or otherwise relieve Client of its sole responsibility for
such clearance.

4.  CONFIDENTIALITY

            4.1 BY VIA. VIA acknowledges that, in performing the Services for
Client hereunder, it will have access to or be directly or indirectly exposed to
Client Confidential Information. VIA agrees to use reasonable efforts to
maintain confidential all Client Confidential Information and shall neither
disclose nor use such Client Confidential Information without the express
written consent of Client. VIA shall use reasonable measures at least as strict
as those VIA uses to protect its own Confidential Information. Such measures
shall include, without limitation, requiring employees and independent
contractors of VIA to execute a non-disclosure agreement before obtaining access
to the Client Confidential Information.


                                       4
<PAGE>

            4.2 BY CLIENT. Client acknowledges that, in the course of its
relationship with VIA, it will have access to or be directly or indirectly
exposed to VIA Confidential Information. Client agrees to use reasonable efforts
to maintain confidential all VIA Confidential Information and shall neither
disclose nor use such VIA Confidential Information without the express written
consent of VIA. Client shall use reasonable measures at least as strict as those
Client uses to protect its own Confidential Information. Such measures shall
include, without limitation, requiring employees and independent contractors of
Client to execute a non-disclosure agreement before obtaining access to the VIA
Confidential Information.

5.  REPRESENTATIONS, WARRANTIES AND COVENANTS

            5.1 BY VIA. VIA represents and warrants and covenants that: (i)
except for the Client Marks and Client Content, VIA owns the photographs,
copyrighted materials, artwork, and other property it uses in performing
services for Client pursuant to the terms of this Agreement; or it has obtained
all releases, licenses, permits, or other authorizations necessary for it to
use, free of any claims of third parties, such photographs, copyrighted
materials, artwork, and other property; and Client's use of any of the foregoing
as contemplated in this Agreement will not infringe upon the rights of any third
party; provided, however, that Client acknowledges that such third party rights
may be infringed upon if Client uses the foregoing in a manner different than
contemplated by this Agreement and that VIA makes no representation or warranty
with respect to any such different use; (ii) VIA has full authority to enter
into this Agreement; (iii) all obligations owed to third parties with respect to
the activities contemplated to be undertaken by VIA pursuant to this Agreement
are or will be satisfied by VIA, so that Client will have no obligations with
respect thereto; and (iv) VIA will comply with all applicable federal, state and
local laws and regulations in the performance of its obligations hereunder.

            5.2 BY CLIENT. Client represents, warrants and covenants that: (i)
it possesses by ownership, written license or other written agreement all rights
and interests in the Client Marks and Client Content; (ii) it has obtained all
releases, licenses, permits, or other authorizations necessary for VIA to use
the Client Marks and Client Content as contemplated herein; (iii) VIA's use of
the Client Marks and Client Content as contemplated herein will not infringe
upon the rights of any third parties; (iv) it has full authority to enter into
this Agreement; (v) all obligations owed to third parties with respect to the
activities contemplated to be undertaken by Client pursuant to this Agreement
are or will be fully satisfied by Client so that VIA will have no obligations
with respect thereto; and (vi) neither the Client Content nor any Client Mark
will infringe upon any U.S. copyright, U.S. patent, trademark, service mark,
trade dress, trade secret right or other domestic third party intellectual
property or proprietary right.


                                       5
<PAGE>

            5.3 LIMITATIONS ON REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations, warranties and covenants stated in Sections 5.1 and 5.2 above
are limited to matters arising under the federal, state or local laws of the
United States. THE WARRANTIES STATED IN SECTIONS 5.1 AND 5.2 ABOVE ARE LIMITED
AND THEY ARE THE ONLY WARRANTIES MADE BY THE PARTIES HERETO. THE PARTIES
DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. EXPRESSLY EXCLUDED FROM THIS
AGREEMENT ARE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

6.  INDEMNIFICATION

            6.1 BY VIA. VIA agrees to indemnify, defend, and hold harmless
Client, its directors, officers, employees and agents with respect to any claim,
demand, cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that it is based upon a claim that any Custom Content
infringes any U.S. copyright or other domestic intellectual property right
(including, but not limited to, misappropriation of trade secrets and
infringement of any copyright in the United States, but specifically excluding
trademark claims relating to any Client Marks), but only to the extent that such
claim does not arise out of or relate to (i) Client's failure to protect its
intellectual property rights as contemplated in Section 1.4 hereof; (ii)
Client's alteration of any final work product delivered by VIA and accepted by
Client; or (iii) Client's use of any Third Party Content apart from a
Deliverable or other than as contemplated by this Agreement. If any Custom
Content or any part thereof becomes, or in VIA's opinion is likely to become,
the subject of a claim of infringement or misappropriation, VIA shall first
discontinue any activities that incorporate the disputed items and may then (i)
procure for Client the right to continue using the same or (ii) replace or
modify such materials to make them non-infringing. If the alternatives described
in the immediately preceding sentence are not available, then Client shall
return the infringing proprietary materials and shall be entitled to a refund of
the development costs of the infringing proprietary materials.

            6.2 BY CLIENT. Client agrees to indemnify, defend, and hold harmless
VIA, its directors, officers, employees and agents with respect to any claim,
demand, cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that it is based upon a claim (i) that any Client Content or
Client Mark infringes any U.S. copyright, trademark or other domestic
intellectual property right (including, but not limited to, misappropriation of
trade secrets and infringement of any copyright in the United States), (ii)
arising out of Client's alteration of final work product delivered by VIA and
accepted by Client; or (iii) arising out of Client's use of any Third Party
Content apart from a Deliverable or other than as contemplated by this
Agreement.


                                       6
<PAGE>

            6.3 GENERAL. In claiming any indemnification hereunder, the party
claiming indemnification (the "CLAIMANT") shall promptly provide the other party
with written notice of any claim which the Claimant believes calls for
indemnification under this Agreement. The Claimant may, at its own expense,
assist in the defense if it so chooses, provided that the other party shall
control such defense and all negotiations relative to the settlement of any such
claim and further provided that any settlement intended to bind the Claimant
shall not be final without the Claimant's written consent. Furthermore, the
parties intend that their indemnification obligations include any claims
relating to workers compensation for which they would not be liable absent such
indemnity.

7.  LIMITATIONS ON LIABILITY

            EXCEPT WITH RESPECT TO LIABILITY ARISING FROM A PARTY'S
INDEMNIFICATION OBLIGATIONS HEREUNDER: (A) NEITHER PARTY HERETO SHALL BE LIABLE
TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES); (B) THE LIABILITY OF CLIENT HEREUNDER SHALL NOT EXCEED THE FEES, IF
ANY, DUE AND OWING TO VIA HEREUNDER; AND (C) VIA'S LIABILITY HEREUNDER SHALL NOT
EXCEED AN AMOUNT EQUAL TO THE FEES ACTUALLY RECEIVED BY IT HEREUNDER. THIS
LIMITATION OF LIABILITY PROVISION SHALL NOT APPLY TO ANY CLAIMS FOR BODILY
INJURY, WRONGFUL DEATH, OR PHYSICAL PROPERTY DAMAGE FOR WHICH EITHER PARTY MAY
BE LIABLE.

8.  CHANGE CONTROL PROCEDURE

            Client shall have the right to request from VIA changes in the Scope
of Work within a given Supplement. VIA shall evaluate the impact of each
requested change, and shall, within a reasonable time, inform Client in writing
of the impact, if any, of the proposed change on the cost of the Services or
Deliverables. Upon Client's written approval of VIA's written response, such
response shall be deemed to be an approved change, and shall be deemed an
amendment to the Supplement to which it applies.

9.  TERM AND TERMINATION

            9.1 TERM AND TERMINATION. The term of this Agreement shall commence
on the date first set forth above and shall continue until VIA is no longer
providing Services for Client, unless this Agreement is earlier terminated. If
VIA is no longer providing Services to Client, but VIA and Client subsequently
enter into a new Supplement that refers to this Agreement, then this Agreement
shall be deemed to have continued in effect notwithstanding such period of
non-activity. Either Party may terminate this Agreement upon not less than
ninety (90) days' written notice for any reason whatsoever.


                                       7
<PAGE>

            9.2 TERMINATION FOR BREACH. Either Party may terminate this
Agreement upon not less than sixty (60) days' written notice if the other Party
materially breaches any of the terms of this Agreement provided, however, that
this Agreement will not terminate if the non-terminating party has cured the
breach within the sixty (60) day period; provided, further, that the notice and
cure periods shall be reduced to thirty (30) days in the case of a payment
default.

            9.3 TERMINATION FOR BANKRUPTCY AND SIMILAR EVENTS. Either Party may
terminate this Agreement, effective immediately upon written notice, if: (i) all
or a substantial portion of the assets of the other Party are transferred to an
assignee for the benefit of creditors, a receiver or a trustee in bankruptcy;
(ii) a proceeding is commenced by or against the other party for relief under
bankruptcy or similar laws and such proceeding is not dismissed within sixty
(60) days; or (iii) the other Party is adjudged bankrupt or insolvent.

            9.4 OBLIGATIONS UPON TERMINATION OR EXPIRATION. Upon termination or
expiration of this Agreement, VIA shall as soon as practical return to Client
all copies of Client Confidential Information in the possession or control of
VIA, and Client shall immediately return to VIA all copies of VIA Confidential
Information, including without limitation all non-selected deliverables and all
drafts of work product and all copies thereof remaining in Client's possession.

            9.5 SURVIVAL. The provisions of Articles 2, 3, 4, 5, 6, 7, 9 and 11
shall survive the expiration or termination of this Agreement.

10.  DEFINITIONS

            10.1 CLIENT CONFIDENTIAL INFORMATION. The term "Client Confidential
Information" shall mean written or tangible information in the possession or
under the control of Client relating to the technical, marketing, product and/or
business affairs of Client stamped "confidential" or "proprietary" or with a
similar legend, which is disclosed to VIA as a result of this Agreement. Client
Confidential Information shall not include information which: (i) VIA can
demonstrate was in the possession of VIA from a source other than Client prior
to the time of its disclosure to VIA hereunder ("TIME OF DISCLOSURE"); (ii) was
in the public domain prior to the Time of Disclosure or became part of the
public domain after the Time of Disclosure without breach of this Agreement by
VIA; (iii) was supplied to VIA after the Time of Disclosure without restriction
by a third party who was under no obligation to Client to maintain such
information in confidence; (iv) VIA can demonstrate is or was independently
developed by or for VIA; or (v) is or was approved for release by written
consent of Client.

            10.2 CLIENT CONTENT. The term "Client Content" shall mean all text,
graphics, multi-media, user interface design and other presentation layer
materials provided by Client to VIA, in any form or media.


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<PAGE>

            10.3 CLIENT MARKS. The term "Client Marks" shall mean the
trademarks, trade names, service marks, domain names, or logos owned,
controlled, or licensed by Client, specifically including any trademark, service
mark, trade name, trade dress, logo, design or other device intended to identify
Client's goods or services, developed and delivered by VIA hereunder and
selected by Client in accordance with Section 1.

            10.4 CUSTOM CONTENT. The term "Custom Content" shall mean all final
work product including text, graphics, multi-media, and other materials, in any
form or media, including electronic files, created, developed and provided by
VIA or its subcontractors specifically for Client pursuant to this Agreement,
specifically excluding Client Content, Client Marks, any Non-Selected
Deliverables, any Third Party Content and any drafts of the work product. Custom
Content shall not include any ideas, concepts, processes, analysis, skills or
know-how, whether in VIA's possession prior to, or developed by VIA during, the
provision of Services under this Agreement. Custom Content shall not include any
software code or web site design created or provided by VIA. Any such software
code or web site design shall be governed by the terms of a separate Technology
Development Agreement entered into, or to be entered into, between the parties.

            10.5 DELIVERABLES. The term "Deliverables" shall mean any item to be
delivered by VIA to Client pursuant to this Agreement, including Custom Content.

            10.6 EXPENSES. The term "Expenses" shall mean expenditures incurred
by VIA for copying, postage, overnight mail, messenger service, third party
services, project related travel and similar out-of-pocket costs, incurred in
the performance of its obligations under this Agreement. Expenses shall also
include reasonable fees for reformatting any electronic files at Client's
request. Expenses will be billed in accordance with payment terms outlined in
sections 2.1, 2.2, and 2.3 of this document.

            10.7 NON-SELECTED DELIVERABLES.  The term "Non-Selected
Deliverables" has the meaning set forth in Section 1.

            10.8  SERVICES.  The term "Services" shall mean the services
provided by VIA to Client hereunder.

            10.9  TERM.  The term "Term" shall have the meaning set forth in
Section 9.1.

            10.10 THIRD PARTY CONTENT. The term "Third Party Content" shall mean
any text, graphics, photographs, artwork, multi-media, software or other
material created, developed and provided by any third party to VIA in connection
with VIA's performance of the Services hereunder and (i) incorporated into any
deliverable and (ii) identified by VIA as Third Party Content.


                                       9
<PAGE>

            10.11 VIA CONFIDENTIAL INFORMATION. The term "VIA Confidential
Information" shall mean written or tangible information in the possession or
under the control of VIA relating to VIA's technical information, marketing
information, product information and/or business affairs, stamped "confidential"
or "proprietary" or with a similar legend which is disclosed to Client as a
result of this Agreement and shall in any event include all drafts of work
product and all Non-Selected Deliverables. VIA Confidential Information shall
not include information which: (i) Client can demonstrate was in the possession
of Client from a source other than VIA prior to the time of its disclosure to
Client hereunder ("TIME OF DISCLOSURE"); (ii) was in the public domain prior to
the Time of Disclosure or became part of the public domain after the Time of
Disclosure without breach of this Agreement by Client; (iii) was supplied to
Client after the Time of Disclosure without restriction by a third party who was
under no obligation to VIA to maintain such information in confidence; (iv)
Client can demonstrate is or was independently developed by or for Client; or
(v) is or was approved for release by written consent of VIA.

11.  GENERAL

      11.1 NO JOINT VENTURE. The Parties agree and acknowledge that VIA is an
independent contractor. This Agreement shall not be deemed to create a
partnership or joint venture and neither Party is the other's agent, partner,
employee, or representative. Notwithstanding the foregoing, the parties agree
that VIA is authorized to act as Client's agent in the procurement, on Client's
behalf, of tangible personal property from outside sources. Nothing herein
contained shall give or is intended to give any rights of any kind to any third
persons.

            11.2 VIA'S CONTINUING BUSINESS. Client acknowledges that VIA is in
the business of, among other things, creating and designing marketing and
internet strategies for clients. Client acknowledges and agrees that,
notwithstanding anything in this Agreement to the contrary or the termination of
this Agreement, VIA shall be entitled, on behalf of its other and future
clients, to use, disclose and otherwise employ any ideas, concepts, know-how and
skills that VIA may have developed in the course of performing services under
this Agreement and Client shall not assert against VIA any prohibition or
restraint under this Agreement against doing so.

            11.3 FORCE MAJEURE. Nether Party shall be deemed in default of this
Agreement to the extent that performance of its obligations or attempts to cure
any breach are delayed, restricted or prevented by reason of any act of God,
fire, natural disaster, act of government, strikes or labor disputes, inability
to provide raw materials, power or supplies, or any other act or condition
beyond the reasonable control of the party in question.

            11.4 PARTIAL INVALIDITY. Should any provision of this Agreement be
held to be void, invalid or inoperative, the remaining provisions of this
Agreement shall not be affected and shall continue in effect and the invalid
provision shall be deemed modified to the least degree necessary to remedy such
invalidity.


                                       10
<PAGE>

            11.5 NO WAIVER. The failure of either Party to partially or fully
exercise any right or the waiver by either party of any breach, shall not
prevent a subsequent exercise of such right or be deemed a waiver of any
subsequent breach of the same or any other term of this Agreement.

            11.6 ASSIGNMENT. Except as otherwise provided herein, neither party
may assign any of its rights or obligations under this Agreement to any other
entity without the other party's prior written consent, which consent shall not
be withheld unreasonably. All the terms and provisions of this Agreement shall
be binding upon, shall inure to the benefit of, and shall be enforceable by the
respective successors and assigns of the Parties.

            11.7 NOTICES. Any notice required or permitted to be sent shall be
in writing and shall be sent in a manner requiring a signed receipt, and if
mailed then mailed by registered or certified mail, return receipt requested to
the address indicated above. Notice is effective upon receipt.

            11.8 NON-SOLICITATION. Each party acknowledges that the other has
expended resources in the hiring and training of qualified employees.
Accordingly, during the Term and for a period of six (6) months thereafter, each
party agrees not to solicit for employment or employ any person who is or was,
during the Term, an employee of the other party and was introduced to such party
in connection with this Agreement, without the other party's prior written
consent.

            11.9 PUBLICITY AND ATTRIBUTION. VIA may use Client's name and
identity in communications with prospective customers and may display the
publicly-available Deliverables as an example of its services to such
prospective customers. Except as set forth above, each party agrees not to refer
to the existence of this Agreement or its relationship with the other party in
press releases or advertising materials, without the other party's prior written
consent, which consent shall not be withheld unreasonably.

            11.10 ENTIRE AGREEMENT. This Agreement, including all Supplements,
sets forth the entire agreement between the Parties on this subject and
supersedes all prior negotiations, understandings and agreements between the
Parties concerning the subject matter. No amendment or modification of this
Agreement shall be made except by a writing signed by the Party to be bound
thereby or the successor or assign of such Party.

            11.11 COUNTERPARTS. This Agreement may be executed in counterparts,
and each of which shall be deemed an original and all of which together shall
constitute one and the same document.

                ---------------------------------------------
                      End of Standard Terms and Conditions.


                                       11