Exhibit 10.36  Contract No. D08E20H44 Between Southwestern Bell Telephone
               Company and Technology Service Group, Inc. Dated June 9, 1997.


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                  Southwestern Bell Telephone Company ("Buyer")
                             A Missouri Corporation
                                 One Bell Center
                            St. Louis, Missouri 63101

                                       And

                    Technology Service Group, Inc. ("Seller")
                             A Delaware Corporation
                        20 Mansell Court East - Suite 200
                             Roswell, Georgia 30076

                             CONTRACT NO. D08E20H44

                                  June 9, 1997
                                DATE OF EXECUTION

                      RESTRICTED - PROPRIETARY INFORMATION
            The information contained herein is for use by authorized
           employees of the parties hereto only and is not for general
           distribution within or outside their respective Companies.


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                                TABLE OF CONTENTS

PREAMBLE                                                                       1
COMMITMENTS OF THE PARTIES                                                     2
AFFILIATED COMPANIES                                                           7
ASSIGNMENT                                                                     8
BREACH BY BUYER                                                                8
BREACH BY SELLER                                                               8
CHANGES TO MATERIAL AND CLASSIFICATION THEREOF                                 9
CHOICE OF LAW                                                                 10
COMPLIANCE WITH LAWS                                                          10
CONFLICT OF INTEREST                                                          11
CONTINUING AVIALABILITY OF REPLACEMENT AND REPAIR PARTS                       11
CUSTOM SOFTWARE DEVELOPMENT                                                   12
EMERGENCY SUPPORT SERVICE                                                     12
ENGINEERING COMPLAINTS                                                        14
ERROR CORRECTIONS                                                             15
EXECUTION/ENTIRE AGREEMENT                                                    19
F.O.B                                                                         19
FORCE MAJEURE                                                                 19
FREIGHT CLASSIFICATION                                                        20
HAZARDOUS MATERIALS/REGULATED SUBSTANCES                                      20
HEADINGS                                                                      21
INFANT MORTALITY                                                              21
INFRINGEMENT                                                                  21
INSIGNIA                                                                      23
INSURANCE                                                                     23


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LIABILITY AND INDEMNIFICATION                                                 24
LICENSES                                                                      25
MATERIAL/SOFTWARE DOCUMENTATION                                               25
MODIFICATION TO CONFORM TO LAWS                                               26
MONTHLY SHIPMENT REPORTS                                                      26
NON-EXCLUSIVE DEALING                                                         26
NON-WAIVER                                                                    27
NOTICES                                                                       27
PLANT AND WORK RULES                                                          27
PUBLICITY                                                                     28
QUALITY ASSURANCE                                                             28
RECORDS AND AUDIT                                                             29
RELEASES VOID                                                                 30
RELIABILITY                                                                   30
REPAIR SERVICES FOR MATERIAL/SELECTION OF OUTSIDE REPAIR VENDOR               31
RIGHT OF ACCESS                                                               35
SELLER'S INFORMATION                                                          35
SELLER'S LIMITATION ON PAYMENTS TO BUYER                                      35
SEVERABILITY                                                                  35
SHIPMENTS TO BUYER                                                            35
SHIPPING AND BILLING                                                          36
SHIPPING PRIORITY                                                             37
SOFTWARE MAINTENANCE                                                          37
SOFTWARE UPDATES                                                              38
SOURCE CODE REQUIREMENTS                                                      38
SUPPORT OF PREVIOUS VERSIONS OF SOFTWARE                                      39
SURVIVAL OF OBLIGATIONS                                                       39


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TAXES                                                                         39
TECHNICAL SUPPORT FOR COINNET AND MATERIAL                                    40
TERMINATION                                                                   41
TESTING                                                                       42
TITLE AND RISK OF LOSS                                                        42
TRAINING                                                                      42
USE OF INFORMATION                                                            43
WARRANTY                                                                      43


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This  contract  ("the  Contract")  by and between  Southwestern  Bell  Telephone
Company ("SWBT" or Buyer"), a Missouri Corporation,  with its principal place of
business located at One Bell Center, St. Louis,  Missouri,  63101 and Technology
Service  Group,  Inc.  ("TSG" or  "Seller"),  a Delaware  corporation,  with its
principal  place of  business  located  at 20  Mansell  Court  East,  Suite 200,
Roswell, Georgia 30076, is entered into this 9th day of June, 1997.

PREAMBLE

TSG has  previously  delivered  computer  products  ("CoinNet")  and  associated
telephone  equipment  ("Material") to SWBT.  CoinNet presently includes computer
hardware and  peripherals,  software  including  Station  Message  Detail Record
("SMDR")  software  added to the CoinNet  software  before the  execution of the
Contract (the "pre-existing SMDR software"),  and chassis firmware. The Material
includes TSG electronic  chassis,  including  GemStar 4032-GS,  upgraded GemStar
4032-GS,  GemStar  4032-GSX,  and all Gemini  chassis  (hereinafter  referred to
collectively  as the  "chassis"),  CMI-30C  electronic  locks  (hereinafter  the
"locks"),  CMI 2752-001  electronic keys (hereinafter the "keys"),  CMI 2680-001
electronic key controllers  (hereinafter the "controllers") and associated power
sources  (hereinafter the "adaptors").  TSG agrees to provide additional CoinNet
hardware and peripherals,  software, services and Material to SWBT, as specified
herein.  TSG  agrees  that its  provision  of  CoinNet,  services  and  Material
hereunder  will be  governed  by the terms,  conditions,  covenants,  standards,
benchmark  measurements,  specifications  and  other  requirements  as set forth
herein, including Attachments A through G, which are attached hereto and by this
reference made a part hereof.

COMMITMENTS OF THE PARTIES

1.   TSG warrants that CoinNet and all Material deployed by SWBT as of 5:00 p.m.
     CDT  July 2,  1997,  which  includes  the  CoinNet  computer  hardware  and
     peripherals,  software,  chassis firmware and Material (including,  but not
     limited to, four  hundred  sixty-seven  (467) new CMI keys and  controllers
     delivered to SWBT in April and May 1997) previously provided to SWBT by TSG
     and for which SWBT has paid in full,  will operate as an integrated  system
     (the "Integrated System") to provide the features and functionalities,  and
     perform  per  the  technical  standards,  benchmark  measurements,  product
     specifications,  requirements,  processes, procedures and guidelines agreed
     upon by the parties herein,  including  Attachments A through G, and in the
     Bellcore  and  other  technical  documents   referenced  in  the  Contract,
     including any said  technical  documents  referenced  in said  Attachments,
     provided that CoinNet is operated by Buyer in  accordance  with the COINNET
     OPERATING   GUIDELINES  contained  in  Attachment  A.  All  such  technical
     standards, benchmark measurements, specifications, requirements, processes,
     procedures and guidelines are  hereinafter  referred to collectively as the
     "REQUIREMENTS" and each individually as a "REQUIREMENT".

     In the event that any REQUIREMENT contained in Attachment A is inconsistent
     or in conflict with any REQUIREMENT contained elsewhere in the Contract, or
     in  any  other  Attachment  or  referenced  document,  the  REQUIREMENT  in
     Attachment A shall control.  Except as to Attachment A, if any  REQUIREMENT
     in a document  incorporated  into the 


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     Contract by reference only (i.e., not physically  attached) is inconsistent
     or in conflict with any  REQUIREMENT  contained  elsewhere in the Contract,
     including in any Attachment or other document incorporated by reference and
     physically attached to the Contract,  then the REQUIREMENT contained in the
     Contract or Attachment so attached, shall control.

     In complying with its  obligations  under the Contract,  TSG may employ the
     computer  hardware and peripherals  currently used, or already purchased by
     SWBT for use, with the existing CoinNet system.

     TSG warrants  that, as of 5:00 P.M. CDT on July 2, 1997, the following will
     occur:

(a)  TSG will provide all Material/Software documentation in compliance with the
     MATERIAL/SOFTWARE  DOCUMENTATION clause of the Contract and with Attachment
     A,  Section  III.  "Documentation,"  as used in the  Contract  to  refer to
     software  or  firmware  documentation,  includes  without  limitation,  all
     documentation as described in Attachment A, Section III;

(b)  TSG must comply with all provisions of the SOURCE CODE REQUIREMENTS  clause
     of the Contract.

2.   After 5:00 P.M. CDT on July 2, 1997, as  recertified  chassis (as described
     in  paragraph  3,  immediately  below)  and new  GemStar  4032-GSX  chassis
     purchased  hereunder are deployed,  the Integrated  System will continue to
     perform per the REQUIREMENTS.  It is understood by TSG that this additional
     deployment  could  result  in a  total  deployment  of  up  to  75,000  TSG
     electronic chassis to be supported as part of the Integrated System.

3.   TSG will test,  repair if necessary,  and  recertify all chassis  purchased
     prior  to  execution  of the  Contract  and  never  deployed  ("warehoused"
     chassis) and used chassis, up to a total of 13,000 chassis.  "Recertify" as
     used in the Contract,  means that TSG will test and repair as necessary the
     chassis  submitted  by SWBT for  recertification,  and  certify  that  such
     chassis will perform per the REQUIREMENTS. "Recertification" as used in the
     Contract, means the process of recertifying, carried to completion.

     TSG will perform the recertification of warehoused and used chassis at SWBT
     premises  designated  by SWBT or at  TSG's  premises  located  at 315  Byrd
     Street, Orange,  Virginia,  22960. TSG may request that warehoused and used
     chassis which require testing before recertification be shipped to said TSG
     premises. In the event of such a request, said chassis are to be packed (in
     a  manner  equivalent  to the  packing  employed  when  said  chassis  were
     originally shipped to SWBT) and shipped by SWBT.

     SWBT will make its best efforts to ship said warehoused chassis to said TSG
     premises on or before June 16, 1997, at SWBT's expense.  SWBT will make its
     best  efforts to ship said used  chassis to said TSG  premises on or before
     July 2,  1997,  at SWBT's  expense.  SWBT will bear the risk of  in-transit
     damage or loss for shipments to TSG of chassis to be recertified.


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     TSG will bear the expense of repairs  required to warehoused  chassis.  TSG
     warrants  that all  recertified  warehoused  chassis  will  perform per the
     REQUIREMENTS  for one (1) year  beginning  on the date each such chassis is
     shipped or  otherwise  returned  to the  possession  of SWBT by TSG.  After
     recertification of warehoused  chassis shipped to TSG's premises,  TSG will
     pack and return ship the chassis to the  location(s)  designated by SWBT in
     writing,  at TSG's expense.  TSG will bear the risk of in-transit damage or
     loss of said return shipments to SWBT.

     The repair of used  chassis  still under the original  warranty  will be at
     TSG's expense. If the original warranty has expired,  the repair will be at
     SWBT's  expense,  the cost of such repair to be fifty dollars  ($50.00) per
     chassis.  In the  event  used  chassis  returned  to TSG  for  testing  and
     recertification  do not require repair, TSG will recertify and warrant said
     chassis for a period of one hundred  eighty (180) days or the  remainder of
     the  original  warranty,  whichever  is longer.  In the event used  chassis
     returned to TSG for testing and  recertification  require repair,  TSG will
     perform  said  repair and then  recertify  and warrant  said  chassis for a
     period  of ninety  (90) days or the  remainder  of the  original  warranty,
     whichever is longer. After recertification of used chassis shipped to TSG's
     premises,  TSG will pack and return  ship the  chassis  to the  location(s)
     designated by SWBT in writing.  Such shipments  will be at SWBT's  expense,
     but  TSG  will  bear  the  risk  of  in-transit  damage  or loss as to such
     shipments.

     Whether the recertification is performed on SWBT's or TSG's premises,  upon
     recertification,  TSG  will  place  a  sticker,  stamp  or  other  suitable
     indication  of  recertification  on each  chassis  and the  outside of each
     packing  box.  Each such  indication  of  recertification  must include the
     warranty expiration date.

     In  addition,  in the case of  GemStar  4032-GS  units  shipped  to TSG for
     recertification,  upon  request  by SWBT,  TSG will  upgrade  said  GemStar
     4032-GS chassis to GemStar 4032-GSX  functionality,  at SWBT's expense. The
     additional  cost  of each  such  upgrade  to  repaired  used  ("used-repair
     required") chassis will be thirty dollars ($30.00).  The additional cost of
     each such upgrade to used chassis which do not require repair ("used-repair
     not  required")  will be forty dollars  ($40.00) per chassis.  The warranty
     periods  for  recertified,   upgraded  chassis,   including   "warehoused,"
     "used-repair not required" and "used-repair  required" chassis, will be the
     same as the warranty  periods for such  recertified  chassis  which are not
     upgraded, i.e., one (1) year, one hundred eighty (180) days and ninety (90)
     days, respectively.

     No later than the date of each shipment of recertified  warehoused and used
     chassis to SWBT,  TSG will provide  notice of each such shipment in writing
     in accordance with the NOTICES clause of the Contract. In addition,  and on
     the same  date,  TSG will send a  facsimile  copy of said  notice to SWBT's
     Director-Technology  Integration, fax number 210-222-7702. Each such notice
     must include,  at a minimum,  the ship date, the serial number and warranty
     expiration date of each chassis included in each such shipment.  As to each
     such shipment,  TSG will also comply with paragraphs (b) through (j) of the
     SHIPPING AND BILLING  clause of the  Contract.  Each  recertified  chassis,
     including  electronic lock and cash box out switch,  if shipped to TSG as a
     unit, will be returned to SWBT as a unit, one unit to a box.  


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     However, TSG will not be responsible for recertifying  electronic locks and
     cash box out switches.

     SWBT or its representative will have the right to audit the recertification
     process,  whether  performed on SWBT  premises or TSG  premises.  If on TSG
     premises,  SWBT or its representative will be given access to said premises
     within  twenty-four  (24) hours of SWBT's or its  representative's  oral or
     written request.

     All  warehoused and used TSG chassis  returned by SWBT for  recertification
     which cannot be repaired will be returned to the location(s)  designated by
     SWBT,  within thirty (30) calendar days.  Unrepairable  warehoused  chassis
     will be  shipped  to SWBT at TSG's  risk  and  expense.  Unrepairable  used
     chassis will be shipped to SWBT at SWBT's risk and expense.

     TSG will not be required to repair,  certify or warrant any  warehoused  or
     used chassis physically damaged through shipment or storage by SWBT.

     TSG will return ship  recertified  warehoused  and used  chassis to SWBT in
     accordance  with the schedule in Attachment E, SCHEDULE FOR TSG SHIPMENT OF
     RECERTIFIED  CHASSIS TO SWBT. TSG will return ship said warehoused and used
     chassis  by  normal  commercial  transportation  calculated  to  result  in
     delivery  to SWBT of no more  than ten (10)  calendar  days  after  date of
     shipment.

     In the event the Contract is terminated  pursuant to the TERMINATION clause
     or  cancelled  pursuant  to either  the BREACH BY BUYER or BREACH BY SELLER
     clause,  TSG  will,  within  thirty  (30)  days  ship  to  the  location(s)
     designated by SWBT all Material owned by SWBT which is in TSG's  possession
     in its  then  present  condition,  whether  or not  it has  been  repaired,
     upgraded or recertified. Material under warranty will be shipped to SWBT at
     TSG's risk and expense. Material out of warranty will be shipped to SWBT at
     TSG's  risk but at SWBT's  expense.  TSG  agrees  that  TSG's  unauthorized
     holding of any such  chassis  past  thirty  (30)  calendar  days will cause
     damages to SWBT that will be difficult to determine.  Therefore, TSG agrees
     to pay SWBT  liquidated  damages  calculated  by  multiplying  the  average
     monthly revenues of a deployed SWBT payphone divided by thirty (30), by the
     number of chassis withheld,  times the number of days past thirty (30) that
     expire before the chassis are delivered to SWBT's  possession.  The parties
     agree that such sum  constitutes  a  reasonable  estimate of SWBT's  actual
     financial losses.

4.   TSG will  select and train an  out-of-warranty  third party  repair  vendor
     acceptable  to SWBT,  by  December  31,  1997,  as set forth in the  REPAIR
     SERVICES FOR MATERIAL clause of the Contract.

5.   SWBT will obtain,  on or before the date of execution of the  Contract,  by
     contract  or  employment,  a  person  with a  minimum  of three  (3)  years
     experience with UNIX-based  computer systems, to actively assist TSG during
     the time period June 6, 1997 through July 2, 1997,  to effect and implement
     the  REQUIREMENTS  applicable  to  CoinNet.  Such  person  (or  his  or her
     equivalent)  will also be made  available by SWBT to administer  the system


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     throughout  the life of the  Contract  or until such time as SWBT ceases to
     use CoinNet,  whichever comes first.  SWBT's  agreement to make such person
     available in no way relieves or limits TSG's obligations under the Contract
     or the  REQUIREMENTS.  If, at some later point,  SWBT  replaces said person
     with another,  the replacement person will also have a minimum of three (3)
     years experience with UNIX-based  systems.  SWBT will make every reasonable
     effort to  provide  a minimum  of thirty  (30)  days  overlap  between  the
     original person and any replacement person.

6.   TSG will sell and SWBT will  purchase  an  additional  11,000  new  GemStar
     4032-GSX  kits (which will include the chassis,  electronic  locks and cash
     box out switches) in accordance with the following schedule:

                November 3, 1997 . . . . . . . . . . . . . . 1,000 kits
                December 1, 1997 . . . . . . . . . . . . . . 2,000   "
                January 2, 1998 . . . . . . . . . . . . . . .2,500   "
                February 2, 1998 . . . . . . . . . . . . . . 2,500   "
                March 2, 1998 . . . . . . . . . . . . . . . .3,000   "

     Said  11,000  new  chassis  will be  shipped  to  SWBT  at the  location(s)
     designated  by SWBT in writing.  Said chassis will be shipped and delivered
     in accordance with the SHIPPING AND BILLING clause of the Contract.

     The price of each GemStar  4032-GSX  chassis  will be $266.50,  which price
     includes the chassis,  CMI-30C electronic lock and cash box out switch, all
     of which together constitute one kit.

7.   In addition to the purchase price of the 11,000 new GemStar 4032-GSX units,
     SWBT will make the following payments ("milestone payments") to TSG:

     (a)  A payment of  $250,000.00  will be placed in the overnight mail to TSG
          five (5) days after execution of the Contract;

     (b)  If TSG is in compliance with all of its obligations under the Contract
          which it is required to perform as of July 2, 1997, SWBT will place an
          additional payment of $250,000.00 in the overnight mail to TSG on that
          date;

     (c)  If TSG has  complied  with all of its  obligations  under the Contract
          which it is required to perform by September 1, 1997,  SWBT will place
          an additional  payment of  $100,000.00 in the overnight mail to TSG on
          that date;

     (d)  If TSG has  complied  with all of its  obligations  under the Contract
          which it is required to perform by December  31, 1997,  including  the
          obligation  to select and train an outside  repair  vendor,  SWBT will
          place an additional  payment of  $150,000.00  in the overnight mail to
          TSG on that date; and


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     (e)  If TSG has  complied  with all of its  obligations  under the Contract
          which it is required to perform by March 31, 1998,  SWBT will place an
          additional payment of $250,000.00 in the overnight mail to TSG on that
          date.

8.   In addition to the pre-existing SMDR software added to CoinNet prior to the
     execution   of  the   Contract,   TSG  will   design  and   implement   new
     open-architecture  SMDR  software  ("new SMDR  software")  by September 30,
     1997.  TSG  warrants  that the  design and  implementation  of the new SMDR
     software  will be completed and will  function per the  REQUIREMENTS  as of
     that  date.  SWBT must  procure  Operating  System  and DBMS  licenses  and
     hardware required for the new SMDR software excluding hardware required for
     CoinNet.

     (a)  The new SMDR software must store SMDR data in a  non-proprietary  data
          base so that SWBT may create  user  friendly  ad hoc  reports  without
          conversion or  replication of the existing data outside of the CoinNet
          system.

     (b)  Any further reference herein to the "CoinNet  software," will mean all
          CoinNet software, including the pre-existing and new SMDR software.

9.   The parties  will begin  planning  the  requirements  of a  "communications
     application  program  interface" (the "API") by July 2, 1997. The API is to
     be used with "open  systems" that will allow the API to directly  interface
     with all TSG chassis in the field,  with or without the CMI electronic lock
     interface. This module will include the use of protocols and access methods
     used by CoinNet  and the  chassis  to  establish  communication,  including
     controls used to negotiate and issue and/or receive commands to and/or from
     CoinNet and the chassis. TSG will provide, without charge, up to fifty (50)
     man days of support for the design,  development and  implementation of the
     API by qualified TSG personnel or TSG designates. One man day is defined as
     eight (8) hours.  TSG will supply a minimum of ten (10) man days during the
     period of July 2, 1997  through  September  30,  1997.  TSG will supply the
     remaining forty (40) man days and any additional  support requested by SWBT
     as described in the next paragraph below, between October 1, 1997 and March
     2,  1998.  The  parties  may  mutually  agree to amend  the  timing of this
     schedule if necessary due to the development and  implementation of the new
     SMDR software. TSG agrees to provide such support at SWBT's location,  upon
     request by SWBT.  SWBT agrees to reimburse  TSG for all  reasonable  travel
     costs which are mutually agreed upon by the parties.  SWBT agrees to notify
     TSG at  least  one week in  advance  of any such  travel  request  whenever
     possible, but no less than seventy two (72) hours in advance.

     TSG will provide additional such support for the API, upon request by SWBT.
     However,  any support  requested over and above the aforestated  fifty (50)
     man  days  will be  provided  by TSG at the  rate of  seventy-five  dollars
     ($75.00) per hour.

     TSG will provide written  substantiation  documenting all support  provided
     pursuant  to this  clause.  SWBT  agrees to  provide  TSG a  non-exclusive,
     royalty free license for the API.


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10.  SWBT will make every reasonable effort to deploy the recertified chassis in
     accordance  with the  schedule set forth in  Attachment  F,  "SCHEDULE  FOR
     DEPLOYMENT OF RECERTIFIED CHASSIS BY SWBT."

11.  TSG delivered ten (10) new CMI electronic keys (CMI Product No.  2725-001),
     ten (10) new electronic key controllers  (CMI Product No. 2680-001) and ten
     (10) new adaptors to SWBT on April 18, 1997, and an additional four hundred
     and fifty-seven (457) of said keys and controllers on May 13, 1997 (without
     adaptors).  The previous version of the CMI electronic keys and controllers
     which were replaced by said four hundred and sixty seven (467) new CMI keys
     and controllers  will be returned to TSG by SWBT on or before July 2, 1997.
     TSG will ensure that SWBT has been  provided  with the number of SWBT-owned
     adaptors needed for the new keys and controllers.

12.  TSG will provide to SWBT all services set forth herein, for the agreed upon
     time periods,  including  without  limitation,  emergency support services,
     repair  services  for  Material,  software  maintenance  and  support,  and
     technical support for CoinNet and Material.

13.  SWBT will be  responsible  for  maintenance  of all  computer  hardware and
     peripherals provided by TSG under the Contract.

AFFILIATED COMPANIES

"Affiliated  Company" (or  Companies) as used herein means any present or future
affiliate, subsidiary or parent corporation of Buyer.

An  Affiliated   Company  that  places  an  Order  with  Seller  hereunder  will
incorporate  into such Order the terms and  conditions  of this  Contract.  Such
Affiliated  Company will be responsible for its own obligations  including,  but
not limited to, all charges  incurred in connection with such Order.  Nothing in
this Contract will be construed as requiring  Buyer to indemnify  Seller for any
acts or omissions of an Affiliated Company.

ASSIGNMENT

Neither party hereto may assign, subcontract or otherwise transfer its rights or
obligations  under this Contract  except with the prior  written  consent of the
other  party;  provided,  however,  Buyer  will have the  right to  assign  this
Contract to any present or future affiliate, subsidiary or parent corporation of
Buyer,  without  securing  the  consent  of  Seller,  and may  grant to any such
assignee the same rights and privileges  Buyer enjoys  hereunder.  Any attempted
assignment not assented to in the manner prescribed herein, except an assignment
confined  solely to money due or to become due,  will be void.  It is  expressly
agreed that any  assignment  of money will be void if: (a) Seller  fails to give
Buyer at least thirty (30) calendar days prior written  notice  thereof,  or (b)
such  assignment  attempts to impose upon Buyer  obligations  to the assignee in
addition to the payment of such money or preclude  Buyer from dealing solely and
directly with Seller in all matters  pertaining to this Contract,  including the
negotiation of amendments or settlement of charges due.


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BREACH BY BUYER

SWBT  will  not be  deemed  to be in  default  under  any of the  terms  of this
Contract,  and TSG may not seek or attempt to enforce any remedy for any claimed
default,  unless SWBT fails to cure or correct same within  thirty (30) calendar
days  following  receipt of written  notice  thereof from TSG sent by registered
U.S. mail, to the address listed for SWBT in the NOTICES clause herein.

BREACH BY SELLER

In the event that the Integrated System fails to perform per the REQUIREMENTS as
of 5:00 P.M. CDT on July 2, 1997, SWBT shall have the right, unilaterally and at
its sole  discretion,  to  immediately  cancel this  Contract  in its  entirety,
without  advance  notice  or  opportunity  for TSG to cure and  without  further
obligation or penalty of any kind,  including any obligation to make  additional
payments  to or  accept  additional  shipments  from  TSG.  In the event of such
failure SWBT will also have the right,  unilaterally and at its sole discretion,
to continue performance under the Contract,  and at the same time require TSG to
continue  performance,  for an additional  period of time as determined by SWBT,
unilaterally  and at its sole  discretion.  The  parties  agree that SWBT is not
obligated to provide any such extension.  However, in the event SWBT extends the
time for  performance,  such extension will not constitute a waiver of its right
to  cancel  the  contract  at any  time  thereafter,  provided  the  breach  has
continued.

If at any point after 5:00 P.M. CDT on July 2, 1997,  TSG is not in breach,  but
at a later time is in breach or default of any term,  condition  or  covenant of
this Contract,  and said breach or default continues for a period of thirty (30)
calendar  days after the  receipt of written  notice  thereof  from SWBT sent by
registered  U.S.  Mail,  to the  address  listed for TSG in the  NOTICES  clause
herein,  then, in addition to all other rights and remedies  available at law or
in equity,  SWBT will have the right to cancel  this  Contract  immediately  and
without penalty and without further  obligation  under this Contract,  including
any  obligation to make further  payments to or accept  additional  shipments of
Material  from TSG. In the event of such  failure SWBT also will have the right,
unilaterally  and at its sole  discretion,  to  continue  performance  under the
Contract  and at the same  time  require  TSG to  continue  performance,  for an
additional  period of time within the life of the Contract as set forth  herein,
as  determined by SWBT,  unilaterally  and at its sole  discretion.  The parties
agree that SWBT is not obligated to provide any such extension.  However, in the
event SWBT extends the time for performance,  such extension will not constitute
a waiver of its right to cancel the  Contract at any time  thereafter,  provided
the Integrated System's failure to perform per the REQUIREMENTS has continued.

CHANGES TO MATERIAL AND CLASSIFICATION THEREOF

Seller  agrees to notify  Buyer,  in  advance,  of any  change to be made in the
Material that would impact upon either  reliability or the form, fit or function
of the Material.  Seller further agrees,  at the time of such  notification,  to
provide Buyer with:  (a) a change number;  (b) a description of the change;  (c)
the reason for the change;  (d) a  description  of the impact of the change upon
the following: (i) reliability, (ii) Seller's product specifications,  and (iii)
form, fit or function;  (e) the name of a designated  person and phone number to
contact for information  regarding the change;  


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<PAGE>

(f) a date  after  which all newly  manufactured  Material  will have the change
applied  in the  manufacturing  process;  (g) a date by which  all  changes  are
expected  to be  completed  by  Seller  for  all  such  Material;  and  (h)  the
recommended repair location (Buyer's or Seller's facility).

In the event SWBT agrees to any such change, it will be Seller's  responsibility
to furnish  Material  change  notices for all  Material  provided  hereunder  in
accordance  with the latest  issue of  GR-209-CORE,  "Generic  Requirements  for
Product Change  Notices." Such Material  change notices will be forwarded to the
following address:

                  Contract Manager
                  Southwestern Bell Telephone Company
                  1010 Pine, Suite 900
                  St. Louis, Missouri 63101-3099

In order for Buyer to review such changes to the  Material,  a minimum of thirty
(30) calendar days advance notice will be required, except for those cases where
an extremely  unsatisfactory  condition  requires  immediate  action.  The final
classification  of any such change to the Material proposed by Seller will be by
mutual agreement between Seller and Buyer.

For changes  classified  as "A" or "AC",  Seller  agrees to  promptly  modify or
replace,  at no  charge,  all  affected  Material  provided  hereunder  and  the
documentation  relevant thereto. Buyer will have the right to invoice Seller for
any labor expenses  incurred by Buyer  attributable  to the  replacement of such
Material.

For changes classified as "B" or "D", Seller agrees to notify Buyer of the exact
nature  thereof  and  discuss  with Buyer the  details  regarding  the  proposed
implementation  procedure  for  affected  Material  which  is  being  or will be
manufactured.  Buyer will  determine,  at its  option,  if  Material  previously
shipped will be modified or replaced. Should such modification or replacement be
deemed  necessary,  Seller will arrange  therefor at prices and  schedules to be
mutually agreed upon with Buyer prior to implementation.  Relevant documentation
for such affected Material will also be provided by Seller at no charge.

In the event  that  Buyer and Seller  fail to reach  agreement  on any change in
Material   proposed  by  Seller  which  materially  and  adversely  affects  the
reliability of or the form, fit or function of the Material, Buyer will have the
right  without  penalty to terminate  this  Contract  and any or all  additional
purchases of Material affected by any such change. Further, in such event, Buyer
will not be  obligated  to make any  additional  payments  to Seller  under this
Contract which are scheduled to be paid on a date after the date of termination.

The foregoing  notwithstanding,  nothing  contained in this clause will waive or
otherwise adversely affect Buyer's rights under the WARRANTY clause or any other
provision  of this  Contract,  and will not alter any time period  within  which
Seller is obligated to perform as set forth in the Contract.


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<PAGE>

Seller's  obligations  under this clause will continue until  September 30, 1998
unless  SWBT  agrees  in  writing  to  a  different  period  of  time.  Seller's
obligations  under this clause will survive any termination by Buyer pursuant to
the TERMINATION  clause or any cancellation of the Contract by Buyer pursuant to
the BREACH BY SELLER clause.

CHOICE OF LAW

This Contract  will be governed by and construed in accordance  with the laws of
the State of Missouri.

COMPLIANCE WITH LAWS

Seller agrees to comply with the provisions of the Fair Labor Standards Act, the
Occupational Safety and Health Act ("OSHA"), the National Electrical Safety Code
("NESC")  and all other  applicable  federal,  state,  county  and  local  laws,
ordinances,  regulations and codes (including the identification and procurement
of required  permits,  certificates,  approvals  and  inspections),  in Seller's
performance under this Contract.  Seller further agrees, during the term hereof,
to comply will all applicable  Executive and Federal regulations as set forth in
Form SW9368,  a copy of which is attached  hereto as  Attachment  G. Seller will
defend,  indemnify and hold Buyer harmless from and against any loss, liability,
damage or expense,  including reasonable attorney fees and court costs sustained
by Buyer because of Seller's noncompliance herewith.

CONFLICT OF INTEREST

Seller represents and warrants that no officer,  director,  employee or agent of
Buyer has been or will be  employed,  retained or paid a fee, or  otherwise  has
received or will receive any personal compensation or consideration,  by or from
Seller or any of Seller's officers, directors, employees or agents in connection
with the obtaining, arranging or negotiating of this Contract or other documents
or agreements entered into or executed in connection herewith.

CONTINUING AVAILABILITY OF REPLACEMENT AND REPAIR PARTS

Seller agrees to offer for sale to Buyer,  for a period of seven (7) years after
the shipment  date of the last GemStar  4032-GSX  chassis  purchased  under this
Contract, functionally equivalent replacement and repair parts for all Material,
at fifteen  percent (15%) above TSG's cost.  Upon oral or written  request,  TSG
will provide to SWBT written substantiation of such costs.

In the event Seller is unable to supply such parts or obtain  another  source of
supply that is acceptable to Buyer, then such inability will be considered to be
noncompliance  with this clause and Seller agrees,  without obligation or charge
to Buyer,  to provide Buyer with the technical  information and any other rights
that are owned  and/or  controlled  by Seller,  which are  required for Buyer to
obtain such parts from other sources. TSG will use reasonable commercial efforts
to assist  Buyer to obtain  technical  information  and other  rights  not owned
and/or controlled by TSG.


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<PAGE>

The "technical  information" will include, by way of example only and not by way
of limitation:

(a)  Manufacturing  drawings and  specifications of raw materials and components
     comprising such parts;

(b)  Manufacturing drawings and specifications  covering any special tooling and
     the operation thereof;

(c)  A  detailed  list  of  all  commercially  available  parts  and  components
     purchased by Seller on the open market,  disclosing  the part number,  name
     and location of the supplier thereof and the price.

The foregoing  notwithstanding,  nothing  contained in this clause will waive or
otherwise adversely affect Buyer's rights under the WARRANTY clause or any other
provision  of this  Contract,  and will not alter any time period  within  which
Seller is obligated to perform as set forth in the Contract.

Seller's  obligations  under this clause will survive any  termination  by Buyer
pursuant to the TERMINATION  clause or any cancellation by Buyer pursuant to the
BREACH BY SELLER clause, for a period of seven (7) years after the shipment date
of the last GemStar 4032-GSX chassis purchased by Buyer hereunder.

CUSTOM SOFTWARE DEVELOPMENT

Custom  Software  means unique or  specialized  computer  programs  developed by
Seller,  as  requested  by Buyer in writing  after the date of execution of this
Contract.  This  provision  does not apply to  software  changes or  development
(including, without limitation, the new SMDR software) which TSG is obligated to
provide  hereunder.   Seller's  rate  for  such  development  shall  not  exceed
seventy-five dollars ($75.00) per hour and such charges billed to Buyer shall be
substantiated upon Buyer's request. The time frame for such development shall be
mutually  agreed  upon in writing by Seller and Buyer on an  individual  request
basis.

Seller's  obligations under this clause will continue through September 30, 1998
and will survive any termination by Buyer pursuant to the TERMINATION  clause or
any  cancellation  of the  Contract  by Buyer  pursuant  to the BREACH BY SELLER
clause.  However,  the  parties  may extend the  provisions  of this clause upon
mutual  agreement in writing.  In such event,  TSG's hourly rate of seventy-five
dollars ($75.00) will be subject to renegotiation.

EMERGENCY SUPPORT SERVICE

Material and Service(s)

In the event any natural or other emergency or disaster occurs whereby  Material
and/or Service(s) provided pursuant to this Contract is/are rendered inoperative
and  such  a   condition   materially   


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<PAGE>

affects   Buyer's  ability  to  provide   telecommunications   services  to  its
subscribers, Seller agrees, at Buyer's request, to assist Buyer as follows:

(a)  Seller will locate backup or  replacement  Material  and/or  Service(s) for
     Buyer's use.

(b)  Seller will provide Buyer with a periodically  updated,  current listing of
     technical support  personnel,  together with after-hours  telephone contact
     procedures, to assist Buyer in resolving out-of-service conditions.

(c)  If Material is available from Seller's stock, Seller will make every effort
     to  ship  replacement  Material  in a  manner  specified  by  Buyer  within
     twenty-four (24) hours of receipt of Buyer's request therefor.

(d)  When Material  required by Buyer is not available  from stock for immediate
     shipment,  Seller  agrees to pursue the  following  alternative  courses of
     action:

     (i)  Assist Buyer in locating functionally equivalent substitute Material.

     (ii) If  requested  by Buyer,  schedule  the repair or new  manufacture  of
          Material  on a priority  basis.  Buyer will  indemnify  Seller for any
          penalties  incurred by Seller as a result of such priority efforts due
          to contractual obligations with third parties.

     (iii)Assist Buyer by providing field technical  personnel to make temporary
          modifications   and   arrangements   to   mitigate   the   effects  of
          out-of-service conditions. If requested by Buyer, Seller will document
          such efforts and any associated charges.

Charges  for  services  performed  by Seller  under this  clause and charges for
replacement  Material  will be at the  current  Contract  price  or,  if no such
Contract price exists, Seller's then current published selling price. Additional
charges,  if any,  for  Seller's  use of  overtime  and  premium  transportation
necessary to alleviate the  out-of-service  condition and authorized by Buyer in
writing, will be included as a separate item on Seller's invoice.

Seller will make available the individual whose title, phone number and location
are listed below to provide  assistance and  information  on a twenty-four  (24)
hour basis for all of the support service described above:

                           Director of Technical Services
                           20 Mansell Court East, Suite 200
                           Roswell, Georgia 30076
                           (770) 587-0208
                           (770) 641-7528 (FAX)


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<PAGE>

Software

(a)  So long as Buyer continues to use CoinNet as developed by Seller hereunder,
     but no  longer  than  September  30,  1998,  in the  event of an  emergency
     out-of-service condition caused by defective software,  including firmware,
     or a disaster or other occurrence  wherein Buyer's copy of such software is
     destroyed or rendered unusable, Seller agrees to ship a replacement copy of
     the current  version of such software as installed at Buyer's  installation
     sites(s),  within two (2) business days of oral or written  notification by
     Buyer.  Buyer will maintain  back-up copies of software in accordance  with
     reasonable disaster recovery procedures.

(b)  Seller  also  agrees  that  there  will be no  charge  to  Buyer  for  such
     replacement  copy of the  software,  other  than the cost of the media upon
     which the software resides, plus transportation costs.

(c)  In the event a situation  arises that  warrants the  initiation of Disaster
     Recovery  Procedures  (the  "Procedures")  at the  installation  site where
     software is installed,  and such Procedures  require the temporary movement
     of the operations of such location to back-up facilities of another company
     or any other  temporary  back-up  facilities,  Seller agrees to continue to
     provide  software  maintenance for the software as provided in the SOFTWARE
     MAINTENANCE  clause of the contract.  All rights and/or obligations of this
     Contract will remain in effect during the execution of such Procedures.

Material, Services and Software

(a)  As to Material and  services  relating to  Material,  Seller's  obligations
     under this clause will  continue  for a period of seven (7) years after the
     date of last shipment of Material under this Contract unless SWBT agrees in
     writing to a different period of time. As to software and services relating
     to software,  Seller's  obligations under this clause will continue through
     September 30, 1998,  unless SWBT agrees in writing to a different period of
     time or until  SWBT stops  using  CoinNet as  developed  by TSG,  whichever
     occurs  first.  Seller's  obligations  under this clause  will  survive any
     termination by Buyer pursuant to the TERMINATION clause or any cancellation
     of the Contract by Buyer pursuant to the BREACH BY SELLER clause.

The foregoing  notwithstanding,  nothing  contained in this clause will waive or
otherwise adversely affect Buyer's rights under the WARRANTY clause or any other
provision  of this  Contract,  and will not alter any time period  within  which
Seller is obligated to perform as set forth in the Contract.

ENGINEERING COMPLAINTS

Buyer  reserves the right to notify  Seller in cases where Buyer has  identified
current or  potential  problems  or service  issues  concerning  the  operation,
maintenance,   engineering,   installation  or  design  of  Material   furnished
hereunder. Whenever Buyer exercises such right, Seller agrees, without charge to
Buyer, to:


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<PAGE>

(a)  Accept such notice (hereinafter referred to as an "Engineering  Complaint")
     and handle it in  accordance  with the latest issue of Bell  Communications
     Research,  Inc. ("Bellcore")  technical publication  GR-230-CORE,  entitled
     "Engineering Complaints and Service Failure Analysis Reports;"

(b)  Acknowledge  receipt of such  Engineering  Complaint  and  notify  Buyer of
     Seller's  employee or  representative  responsible  for  resolving it, said
     notice to be provided within fifteen (15) calendar days of Seller's receipt
     thereof;

(c)  Resolve such Engineering  Complaint within ninety (90) calendar days of the
     date  Buyer's  notice is received,  unless a later date is mutually  agreed
     upon by the  parties  in  writing.  If unable  to  resolve  an  Engineering
     Complaint within said ninety (90) day period, Seller will issue an "interim
     report" as defined in GR-230-CORE, above;

(d)  Furnish to Buyer a monthly  report of the  status of each open  Engineering
     Complaint in writing,  together with a proposed schedule for the resolution
     of each;

(e)  Notify Buyer in writing when an  Engineering  Complaint has been  resolved,
     within ten (10) calendar days of such resolution.

All notices and reports to SWBT  required  under this clause will be provided in
accordance with the NOTICES clause of the contract.

The foregoing  notwithstanding,  nothing  contained in this clause will waive or
otherwise adversely affect Buyer's rights under the WARRANTY clause or any other
provision  of this  Contract,  and will not alter any time period  within  which
Seller is obligated to perform as set forth in the Contract.

Seller's  obligations  under this clause will continue for a period of seven (7)
years  after the date of last  shipment of  Material  pursuant to this  Contract
unless  SWBT  agrees  in  writing  to  a  different  period  of  time.  Seller's
obligations  under this clause will survive any termination by Buyer pursuant to
the TERMINATION  clause or any cancellation of the Contract by Buyer pursuant to
the  BREACH  BY SELLER  clause.  There  will be no charge to Buyer for  services
provided  pursuant to this clause prior to September 30, 1998.  After that date,
said services  will be provided to Buyer at Seller's  established  rates,  which
rates will not exceed one hundred dollars ($100.00) per hour.

ERROR CORRECTIONS

Seller will supply code  corrections  to correct  CoinNet  software  and chassis
firmware,   errors  and/or   malfunctions  which  cause  CoinNet  either  to  be
unavailable  for  use by  Buyer  or fail to  meet  the  applicable  REQUIREMENTS
therefor.  Errors and/or  malfunctions may be reported to Seller by Buyer either
orally or by written  notice to Seller.  Seller will notify  Buyer in writing of
the existence of any significant  error and/or  malfunction  relating to Buyer's
processing  environment


                                      144
<PAGE>

or use of the  CoinNet  software  within  forty-eight  (48) hours  after  Seller
receives  notice or otherwise  becomes  aware of the error  and/or  malfunction.
"Hardware" as used herein means any equipment associated with the use of CoinNet
or other software.

1.  Procedures

The error correction procedures applicable to correct errors in said software or
CoinNet  will be in  accordance  with the  following  levels  of error  severity
assigned by Buyer based on the following conditions:

     (a)  Severity Level 1:

          Said software  and/or  CoinNet  functionality  is  inoperative  and/or
          intermittent; inability to use is considered by Buyer to have critical
          impact to Buyer's operations.

          Resolution

          Seller will respond and begin  diagnosis  of the problem  immediately.
          Resolution will be within four (4) hours after Buyer's oral or written
          notification to Seller. Resolution of the error will be in the form of
          program code  corrections  or  procedures  for Buyer to bypass or work
          around  the error  condition  in order to  continue  operations.  If a
          bypass  procedure is utilized.  Seller will continue error  correction
          activity on a twenty-four (24) hour basis until a permanent correction
          is provided to Buyer.

     (b)  Severity Level 2:

          Said  software   and/or  CoinNet  is  partially   inoperative   and/or
          intermittent; the inoperative portion is a considered by Buyer to have
          a less critical  impact on Buyer's  operations  than Severity  Level 1
          errors,  but  is  considered  by  Buyer  to be  severely  restrictive.
          Resolution  of  intermittent  error  conditions  will be  handled on a
          case-by-case basis.

          Resolution

          Seller will respond and begin  diagnosis  of the problem  immediately.
          Resolution  will be within eight (8) hours after Buyer's  notification
          to Seller. Resolution of the error will be in the form of program code
          corrections or procedures for Buyer to bypass or work around the error
          condition.  If a bypass  procedure is utilized,  the trouble  reported
          will be downgraded to a Severity Level 3.

     (c)  Severity Level 3:

          Said software and/or CoinNet is usable but with limited functionality.
          Error  condition is not  considered by Buyer to be critical to Buyer's
          continuing  operations.  Buyer has  determined a method to work around
          the error condition.


                                      145
<PAGE>

     Resolution

          Seller  will  respond  and  begin  diagnosis  within  six  (6)  hours.
          Resolution  will  be  within  seventy-two  (72)  hours  after  Buyer's
          notification  to  Seller.  Resolution  of the  error  will  be  either
          correction  or a report of  activities  necessary to correct the error
          condition.  If a report of activities is utilized,  correction will be
          accomplished within seven (7) days from time of notification.

     (d)  Severity Level 4:

          Said software and/or CoinNet  functionality is usable,  but correction
          is  required  by the  next  maintenance  release.  In the  event  of a
          Severity  Level 4  condition,  Seller  will  suggest a  resolution  to
          correct the error condition as soon as possible.

          Resolution

          Resolution  will  be  implemented  by  the  next  regularly  scheduled
          maintenance release.

2.  Escalation Procedures

Seller  will  correct  any and all  errors in said  software  and/or  CoinNet in
accordance with the procedures  applicable to the respective  Severity Levels as
described in this clause, regardless of the source of identification.  If Seller
determines that such errors cannot be corrected within the specified  intervals,
Seller will immediately initiate an escalation procedure to:

(a)  Immediately assign sufficiently skilled personnel to correct the error;

(b)  Immediately notify Seller's senior management personnel that such error has
     not been corrected and that the escalation procedure has been activated;

(c)  Provide weekly written status reports of continuing  uncorrected  errors to
     Buyer in  accordance  with the NOTICES  clause.  A copy of each such report
     will  also be sent via fax to  SWBT's  Director-Technology  Integration  at
     (210) 222-7702, on the same date.

3.  Credits to Buyer

If any software and/or CoinNet error cannot be corrected by Seller in accordance
with this clause,  Seller agrees to grant to Buyer,  on the next repair invoice,
an  "error  credit"  calculated  separately  for each  error  severity  level as
follows:

(a)  Severity Level 1:

     The number of hours or portion  thereof of  inability  to use over four (4)
     hours,  multiplied  by an amount of money  equivalent  to Seller's  average
     hourly maintenance rate;


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<PAGE>

(b)  Severity Level 2:

     The number of hours or portion  thereof  of partial  inability  to use over
     eight (8) hours,  multiplied by an amount  equivalent  to Seller's  average
     hourly maintenance rate;

(c)  Severity Level 3:

     The number of business days or portion  thereof of limited  operation  over
     five (5) business  days,  multiplied  by an amount  equivalent  to Seller's
     eight hour business day daily maintenance rate;

(d)  Severity Level 4:

     No credit will be applicable.  However,  Seller will continue to attempt to
     correct all such errors until correction is accomplished.

     Seller's  obligations  under  3(a),  (b),  (c) and (d) of this  clause will
     continue  for the  period  from date of  execution  of the  Contract  until
     September 30, 1998.

4.   Rate

Seller's   average  hourly   maintenance  rate  for  purposes  of  paragraph  3,
immediately  preceding,  is  twenty-five  ($25.00)  dollars  regardless  of  the
applicable Severity Level.

The foregoing  notwithstanding,  nothing  contained in this clause will waive or
otherwise adversely affect Buyer's rights under the WARRANTY clause or any other
provision  of this  Contract,  and will not alter any time period  within  which
Seller is obligated to perform as set forth in the Contract.

Seller's  obligations  under this clause will continue for a period of seven (7)
years after the date of last  shipment of new GemStar  4032-GSX  kits  purchased
under this Contract unless SWBT agrees in writing to a different  period of time
or until SWBT stops using CoinNet as developed by TSG,  whichever  occurs first.
Seller's  obligations  under this clause will survive any  termination  by Buyer
pursuant to the TERMINATION  clause or any cancellation of the Contract by Buyer
pursuant to the BREACH BY SELLER clause.  Services provided by Seller under this
clause will be provided to Buyer at no charge through  September 30, 1998. After
that date said services will be provided to Buyer at Seller's established rates,
which rates will not exceed one hundred dollars ($100.00) per hour.

EXECUTION / ENTIRE AGREEMENT

Execution of this Contract will be unqualified and unconditional, and subject to
and  expressly  limited  to the  REQUIREMENTS,  terms  and  conditions  of  this
Contract.  All previous  offers by Seller are hereby rejected and Buyer will not
be bound by terms  additional to or different from


                                      147
<PAGE>

those contained herein that may appear in any other  communication  from Seller,
unless  such terms are  expressly  agreed to in a written  instrument  signed by
Buyer.  Acceptance  of Material or services,  payment,  or any inaction by Buyer
will not constitute  Buyer's  consent to or acceptance of any such additional or
different terms.

Upon  execution,  the terms  contained in this  Contract  constitute  the entire
agreement  between Seller and Buyer with regard to the subject matter hereof and
supersedes  any and all prior oral or  written  communications,  agreements  and
understandings of the parties,  if any, with respect thereto.  THIS CONTRACT MAY
NOT BE MODIFIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED ON BEHALF OF EACH PARTY BY
THEIR RESPECTIVE  REPRESENTATIVES WHO SIGN THIS CONTRACT, OR THEIR SUCCESSORS IN
TITLE AND AUTHORITY.  If either party's  representative is no longer employed by
Buyer/Seller or has been demoted,  or if the approval level no longer exists,  a
manager at a level equal to or  exceeding  the  original  level must execute any
revisions to this Contract.

F.O.B.

Material purchased hereunder will be shipped F.O.B. Origin, prepaid.

FORCE MAJEURE

Neither  party  hereto  will be held  responsible  for any delay or  failure  in
performance  of any  provision of this Contract to the extent that such delay or
failure is caused by fire, flood, explosion,  war, strike,  embargo,  government
requirement,  civil or military authorities,  Act of God, the public enemy, acts
or  omissions  of  carriers,  or any other cause beyond the control of Seller or
Buyer.  If any force majeure  condition  occurs,  the party delayed or unable to
perform will give  immediate  notice  thereof to the other party (the  "affected
party") and the affected party may elect to:

(a)  Terminate this Contract or any purchase of Material not already  shipped or
     services not already  performed,  after six (6) months  notice of the force
     majeure  condition and said condition is not cured,  provided that any such
     termination will not occur prior to March 31, 1998; or

(b)  Immediately  suspend this  Contract  for the duration of the force  majeure
     condition,  buy or sell  elsewhere  the  Material  to be  bought or sold or
     services not already performed  hereunder,  deduct from the quantity of any
     purchase commitments under this Contract the quantity bought or sold or for
     which such  purchase  commitments  have been made  elsewhere;  not make any
     further payments to Seller for new chassis to be purchased hereunder except
     for product actually delivered to Buyer; and not make additional  milestone
     payments scheduled herein.

     However,  if any such force majeure condition affects only Seller's ability
     to deliver said Gemstar 4032-GSX kits to be purchased hereunder, Buyer will
     not be required to make any further payments for such Gemstar 4032-GSX kits
     not  already  shipped  and/or  received  but,


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     in such event,  the other  provisions  of the Contract  will remain in full
     force and effect and the parties'  respective  obligations under such other
     provisions will continue as set forth in the Contract. In such event, Buyer
     may  terminate  any  obligation  under the Contract to purchase new GemStar
     4032-GSX kits not already shipped, after six (6) months notice of the force
     majeure  condition and said condition is not cured,  provided that any such
     termination will not occur prior to March 31, 1998.

(c)  In the event of either (a) or (b),  resume  performance  hereunder once the
     force majeure condition  ceases,  provided that, if performance is resumed,
     the party  suffering  the force majeure  condition  will have the option to
     extend the term of this Contract up to the length of time the force majeure
     condition endured.

Unless written notice to the contrary is given within thirty (30) days after the
affected party is notified of the force majeure condition, option (b) above will
be deemed selected.

FREIGHT CLASSIFICATION

Material purchased hereunder will be shipped to Buyer subject to freight charges
appropriate   for  goods  as   classified   in  the   "National   Motor  Freight
Classification Catalog."

HAZARDOUS MATERIALS / REGULATED SUBSTANCES

A "regulated substance," as referenced in this clause, is a generic term used to
describe all  materials  that are regulated by the federal or any state or local
government during transportation,  handling and/or disposal.  This includes, but
is not limited to,  materials that are regulated as: (a)  "hazardous  materials"
under the "Hazardous Materials Transportation Act;" (b) "chemical hazards" under
current Occupational Safety and Health  Administration  ("OSHA") standards;  (c)
"chemical  substances or mixtures" under the "Toxic Substances Control Act;" (d)
"pesticides" under the "Federal Insecticide, Fungicide and Rodenticide Act;" and
(e) "hazardous wastes" as defined or listed under the "Resource Conservation and
Recovery Act," and all amendments to any of the foregoing.

If any Material  purchased under this Contract  contains a regulated  substance,
Seller  agrees to notify Buyer  immediately  and provide to Buyer all  necessary
notification and other  information  (including but not limited to OSHA Material
Safety Data Sheets) regarding said regulated  substance  required by law. Seller
further agrees to defend, indemnify and hold Buyer harmless from and against any
loss,  liability,  damage or expense  (including  attorney fees and court costs)
sustained by Buyer because of Seller's noncompliance herewith.

HEADINGS

The headings of the clauses herein are inserted for convenience only and are not
intended to affect the meaning or interpretation of this Contract.


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INFANT MORTALITY

Unless  otherwise  agreed to in  writing by Buyer,  Seller  hereby  agrees  that
Material  furnished  hereunder  by Seller will,  at the time of  shipment,  have
sufficient  burn-in operating time at the component,  circuit pack and/or system
level to  assure  an  Infant  Mortality  Factor  ("IMF")  of not more  than 3.2,
compiled with a minimum sample test of three pieces in accordance  with Bellcore
Specification TR-TSY-000456,  Issue 1, Section 7.2.1 (November 1989). The IMF is
the ratio of the  failures  experienced  in the first year of  operation  (8,760
hours) to the  failures  experienced  in a year of  operation  at  Steady  State
Reliability  ("SSR")  assuming a Weibull Infant  Mortality Model with a slope of
0.75 and 10,000 hours to reach SSR.

Seller  further  agrees  that  it  will,  at no  charge,  provide  Buyer  or its
representative  the  accessibility  and  assistance  necessary  for Buyer or its
representative to verify that Material purchased hereunder satisfies the IMF and
SSR requirements.

Nothing  contained  herein  will  affect  Buyer's  rights  hereunder,  under any
warranty, or under any other provisions of the Contract.

INFRINGEMENT

Seller  agrees to indemnify  and hold Buyer  harmless from and against any loss,
liability,   damage  or  expense   (including   increased  damages  for  willful
infringement,  punitive damages,  attorney fees and court costs) that may result
by reason of any  infringement,  or claim of infringement,  of any trade secret,
patent,  trademark,  copyright or other proprietary  interest of any third party
based  on  the  normal  use  or   installation   of  any   Material,   software,
documentation, program or services furnished to Buyer hereunder, whether arising
during or after performance pursuant to the Contract,  except to the extent that
such claim arises from Seller's  compliance with Buyer's  detailed  instructions
for which Buyer agrees to indemnify  Seller.  Such exception will not,  however,
include:

(a)  Merchandise available on the open market or the same as such merchandise.

(b)  Items of Seller's origin, design or selection.

Seller  warrants  that  it has  made  reasonable  independent  investigation  to
determine  the  legality  of its right to produce and sell the  Material,  other
products and services provided pursuant to this Contract.

If an injunction or other order is obtained against Buyer's use of any Material,
software,  documentation,  program or  services,  or if in Seller's  opinion any
Material,  software,  documentation,  program or service is likely to become the
subject of a claim of infringement, Seller will, at its expense:

(i)  Procure  for Buyer  the right to  continue  using the  Material,  software,
     documentation, program or service; or


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(ii) After  consultation with Buyer,  replace or modify the Material,  software,
     documentation,  program  or service  so that it  constitutes  substantially
     similar,   functionally  equivalent,   noninfringing  Material,   software,
     documentation, program or service.

If the  Material,  software,  documentation,  program or service is purchased or
licensed  and  neither  (i) or (ii)  above is  possible,  Buyer may  cancel  the
applicable  order  and/or  require  Seller to remove  such  Material,  software,
documentation,  program or service from Buyer's location and refund to Buyer any
charges paid therefor.

In no event will Buyer be liable to Seller for any  charges  after the date that
Buyer no longer uses the Material, software,  documentation,  program or service
because of actual or claimed infringement.

Each party hereto agrees to defend or settle, at its own expense,  any action or
suit  against  the other  party  hereto for which it is  responsible  under this
clause.  Each party  further  agrees to notify the other  party  promptly of any
claim of  infringement  for which the other party is  responsible  hereunder and
cooperate in every reasonable way to facilitate the defense thereof.

In the event that Seller,  after  notification  of any claim for which Seller is
responsible,  does not assume the defense of such action,  Seller will reimburse
Buyer for all of its costs incurred in the defense of the claim, including,  but
not limited to,  attorney  fees and interest on Buyer's  payment of said amounts
from the date of said payment.

INSIGNIA

Upon Buyer's written request,  Seller will affix certain of Buyer's  trademarks,
trade  names,  insignia,  symbols,  decorative  designs or  evidences of Buyer's
inspection (hereafter  collectively called "Insignia") to the Material furnished
hereunder.  Such Insignia will not be affixed, used or otherwise displayed on or
in connection  with the Material,  without Buyer's prior written  approval.  The
manner in which such  Insignia  will be affixed  must be  approved in writing by
Buyer.

Seller agrees to remove all Insignia from Material  rejected or not purchased by
Buyer prior to any sale,  use or disposition  thereof by Seller.  Seller further
agrees to defend,  indemnify and hold Buyer harmless from and against any claim,
loss, damage or expense (including attorney fees and court costs) arising out of
Seller's failure to so remove the insignia.  This clause will in no way alter or
modify Seller's obligations under the USE OF INFORMATION clause of the Contract.

INSURANCE

With respect to performance  hereunder,  Seller agrees to maintain, at all times
during the term of this Contract,  or period during which  Seller's  obligations
hereunder  survive  termination or cancellation  of the Contract,  the following
insurance coverage and any additional insurance and/or bonds required by law:


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(a)   Workers'  Compensation  insurance with benefits afforded under the laws of
      the state in which the work is to be performed.

(b)   Employer's  Liability insurance with minimum limits of $100,000 for bodily
      injury by accident or  disease,  per  employee,  and  $500,000  for bodily
      injury by accident or disease, policy aggregate.

(c)   General  Liability   insurance  with  minimum  limits  of  $1,000,000  per
      occurrence   for  bodily  injury  and  property   damage  arising  out  of
      Premises/Operations,   $1,000,000  per  occurrence   Personal  Injury  and
      $1,000,000  General Policy  Aggregate  (applicable  to Commercial  General
      Liability   Policies),   and  $1,000,000  per   occurrence/aggregate   for
      Products/Completed Operations.  Coverage must include Blanket Contractual,
      Independent Contractor's Liability and Broad Form Property Damage and name
      Buyer as an "Additional Insured."

(d)   If use of motor vehicles is required,  Automobile Liability insurance with
      minimum limits of $1,000,000 per occurrence for bodily injury and property
      damage, which coverage extends to all owned, hired and non-owned autos.

Insurance  companies  affording  coverage hereunder must have a Best's Rating of
B+VII or better.

Upon Buyer's request,  Seller agrees to furnish certificates or other acceptable
proof of the foregoing  insurance which will provide for Buyer to be notified in
writing at least  thirty  (30) days  prior to  cancellation  of or any  material
change in any of the insurance evidenced thereby.

LIABILITY AND INDEMNIFICATION

SELLER  AGREES TO  INDEMNIFY  AND SAVE  BUYER  (AND ALL  PARENT,  AFFILIATE  AND
SUBSIDIARY  COMPANIES,  AND  INCLUDING  ALL  OFFICERS,   DIRECTORS,  AGENTS  AND
EMPLOYEES THEREOF) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE
OR  EXPENSE  (INCLUDING  ATTORNEY  FEES AND COURT  COSTS)  INCURRED  BY BUYER IN
CONNECTION  WITH ANY  CLAIM,  DEMAND OR SUIT FOR  DAMAGES,  INJUNCTION  OR OTHER
RELIEF, CAUSED BY, RESULTING FROM OR ATTRIBUTABLE TO THE MATERIAL OR THE ACTS OR
OMISSIONS OF SELLER (INCLUDING ANY OF ITS SUPPLIERS,  AGENTS OR  SUBCONTRACTORS,
BUT EXCEPTING NEGLIGENT ACTS OR OMISSIONS SOLELY ATTRIBUTABLE TO BUYER), WHETHER
ARISING DURING OR AFTER PERFORMANCE PURSUANT TO THE CONTRACT,  IN FURNISHING THE
MATERIAL OR  PERFORMING  SERVICES  HEREUNDER.  THIS  INDEMNITY  WILL SURVIVE THE
DELIVERY,  INSPECTION  AND  ACCEPTANCE  OF MATERIAL OR  PERFORMANCE  OF SERVICES
HEREUNDER.

SELLER FURTHER AGREES TO DEFEND BUYER (AND ALL PARENT,  AFFILIATE AND SUBSIDIARY
COMPANIES,  INCLUDING ALL OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES THEREOF), AT
BUYER'S  REQUEST,  AGAINST  ANY SUCH CLAIM,  DEMAND OR SUIT AND BUYER  AGREES TO
PROMPTLY  NOTIFY


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<PAGE>

SELLER  OF ANY  CLAIM OR DEMAND  AGAINST  BUYER  FOR  WHICH  SELLER IS OR MAY BE
RESPONSIBLE UNDER THIS CLAUSE.

SELLER'S  FOREGOING  AGREEMENT  TO  INDEMNIFY  AND SAVE BUYER  (AND ALL  PARENT,
AFFILIATE AND SUBSIDIARY COMPANIES,  INCLUDING ALL OFFICERS,  DIRECTORS,  AGENTS
AND EMPLOYEES THEREOF), HARMLESS AND DEFEND INCLUDES, BUT IS NOT LIMITED TO, ANY
CLAIM, SUIT OR ACTION OF INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE
SECRET OR ANY OTHER INTELLECTUAL PROPERTY OF ANY THIRD PARTY.

SELLER AGREES NOT TO IMPLEAD OR BRING ANY ACTION  AGAINST BUYER (AND ALL PARENT,
AFFILIATE AND SUBSIDIARY COMPANIES,  INCLUDING ALL OFFICERS,  DIRECTORS,  AGENTS
AND EMPLOYEES THEREOF),  BASED ON ANY CLAIM BY ANY PERSON FOR PERSONAL INJURY OR
DEATH THAT OCCURS IN THE COURSE OR SCOPE OF  EMPLOYMENT OF SUCH PERSON BY SELLER
AND THAT ARISES OUT OF MATERIAL OR  SERVICES  FURNISHED  UNDER THIS  CONTRACT OR
RESULTING FROM SELLER'S BREACH OF THE USE OF INFORMATION CLAUSE OF THE CONTRACT.

LICENSES

No  licenses,  express or  implied,  under any  patents  are granted by Buyer to
Seller under this Contract.

MATERIAL/SOFTWARE DOCUMENTATION

Seller  agrees  to  provide,  at no charge  to  Buyer,  copies of all  pertinent
Material/Software  documentation  so that  Buyer  will  have a  complete  set of
documentation   to  operate,   support,   maintain,   order,   and  install  the
Material/Software  purchased  by  or  provided  to  Buyer.  As to  software  and
firmware,  such  documentation  includes  without  limitation,  the source code,
program  materials  and other  documentation  described in Attachment A, Section
III. Any and all such  documentation  is  confidential  and  proprietary,  if so
marked by Seller.

Seller further agrees to provide to Buyer all documentation  associated with any
Material  change/correction,  whether in or out of  warranty,  and all  changes,
corrections or revisions to software and services  provided to Buyer pursuant to
this Contract. This documentation will be provided to Buyer by Seller before any
Material,  software  or  service is  installed,  delivered,  implemented  and/or
accepted,  except as  otherwise  mutually  agreed in writing.  In the event of a
software overwrite  correcting an emergency,  service-affecting  problem/defect,
any and all of the information  necessary to resolve such problem/defect will be
provided  in  writing  via  facsimile  or,  if  requested  by  Buyer,  orally by
telephone.  There  will be no  charge  to Buyer  for this  documentation  and/or
information,  including the delivery mechanism and periodic updates.  The medium
on which such  documentation  is to be provided will be by mutual  consent.  All
documentation subject to the provisions of this clause will be provided to Buyer
on or before the 


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<PAGE>

dates set forth in the SOURCE CODE  REQUIREMENTS  clause of the Contract.  Buyer
may  reproduce  any and all  documentation  marked by Seller as  proprietary  or
confidential,  for its own internal  use, and will  include  Seller's  copyright
notices, if any, on all such reproductions.

Buyer may modify any documentation  for its own use, and at its own expense,  to
meet its specific requirements. The conditions and charges, if any, for Seller's
support of such  modifications  will be subject to agreement  between Seller and
Buyer. Any unmodified portion of such modified  documentation will be subject to
the same  conditions  and  limitations  as have been  designated  herein for the
original  documentation.  Title to any such modified  documentation  will reside
with Buyer.

As to Material and services  relating to Material,  Seller's  obligations  under
this clause will  continue for a period  through  September 30, 1998 unless SWBT
agrees in writing to a different  period of time.  As to software  and  services
relating to software, Seller's obligations under this clause will continue for a
period  through  September 30, 1998 unless SWBT agrees in writing to a different
period of time or until SWBT stops using CoinNet as developed by TSG,  whichever
occurs  first.   Seller's   obligations  under  this  clause  will  survive  any
termination by Buyer pursuant to the TERMINATION  clause or any  cancellation of
the Contract by Buyer pursuant to the BREACH BY SELLER clause.

MODIFICATION TO CONFORM TO LAWS

This Contract and all  obligations  hereunder  will be subject to all applicable
laws, court orders, rules and regulations  (collectively "Laws"),  including, by
way of illustration and not limitation,  the  Telecommunications Act of 1996. In
the event  this  Contract,  or any of the  provisions  hereof or the  operations
contemplated  hereunder,  are found to be  inconsistent  with or contrary to any
such  Laws,  the  latter  will  be  deemed  to  control  and,  if   commercially
practicable,  this  Contract will be regarded as modified  accordingly  and will
continue in full force and effect as so modified.  If such modified  Contract is
not commercially  practicable,  in the opinion of either party, then the parties
agree to meet promptly and discuss any necessary  amendments or modifications in
order to comply with any such Laws, and if mutual  agreement  cannot be reached,
then this Contract may be terminated immediately by either party.

MONTHLY SHIPMENT REPORTS

Seller shall  provide  Buyer a completed  Monthly  Shipment  Report for Material
purchased,  repaired or recertified  and shipped to Buyer in the preceding month
(including  recertified  chassis  returned  to  SWBT)  by the  fifteenth  (15th)
calendar day of the following  month.  The first report will be for the month of
June 1997,  and reports  shall  continue  from month to month  thereafter.  Each
report will be delivered to SWBT in  accordance  with the NOTICES  clause of the
Contract.  A copy of each  report  will  also be sent via  facsimile  to  SWBT's
Director-Technology Integration, (210) 222-7702, on the same date.


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<PAGE>

NON-EXCLUSIVE DEALING

It is expressly  understood  and agreed that this Contract does not grant Seller
an exclusive privilege to sell to Buyer all Material which Buyer may require. It
is, therefore,  understood that Buyer may contract with other  manufacturers and
suppliers for the procurement of comparable  products or services.  However,  in
such event, Buyer does not waive any of Seller's obligations under the Contract.
As to the 11,000 new GemStar 4032-GSX kits to be purchased  hereunder,  however,
except as otherwise provided in the Contract,  Buyer is required to purchase all
of said new GemStar kits from Seller.

NON-WAIVER

No course of dealing or failure of either  party to  strictly  enforce any term,
right or condition of this  Contract will be construed as a waiver of such term,
right or condition. The waiver by Buyer in one instance of any default of Seller
hereunder  will not be deemed a waiver  of any  other  default  of  Seller.  The
express  provision  herein  for  certain  rights  and  remedies  of Buyer are in
addition to any other  legal and  equitable  rights and  remedies to which Buyer
would otherwise be entitled.

NOTICES

Any notice, demand or report which under the terms of this Contract or otherwise
must or may be given or made by Seller or Buyer to the other, will be in writing
and given or made by overnight delivery service, facsimile,  telegram or similar
communication  or by certified or registered  mail,  return  receipt  requested,
addressed to the respective parties as shown:

(a)     If to Buyer:      Southwestern Bell Telephone Company
                          Procurement Contracting
                          1010 Pine - Suite 900
                          St. Louis, Missouri  63101
                          Attn:  Mrs. Gail Meyers

(b)     If to Seller:     Technology Service Group, Inc.
                          20 Mansell Court East - Suite 200
                          Roswell, Georgia   30076
                          Attn:  President

A copy of each such  notice,  demand or report to SWBT will also be sent via fax
to SWBT's Director-Technology  Integration, (210) 222-7702, on the same date the
original is sent.

Unless  otherwise  provided,  such  notice or demand will be deemed to have been
given or made when  sent,  if sent by  overnight  delivery  service,  facsimile,
telegram or similar  communication,  or when deposited,  postage prepaid, in the
U.S. mail.

The above  addresses may be changed at any time by giving thirty (30) days prior
written notice as provided above.


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PLANT AND WORK RULES

Each party's employees and agents will, while on the premises of the other or at
any other  location  while  performing  services  under this agreement for SWBT,
comply with all plant rules and regulations,  including, but not limited to, the
section of SBC Communications Inc.'s "Code of Business Conduct," a copy of which
is available  upon  request,  which  prohibits  the  possession of any weapon or
implement  which might be used as a weapon,  on SWBT premises or properties.  In
addition,  the parties agree that,  where  required by  government  regulations,
Seller will submit  satisfactory  clearance from the U.S.  Department of Defense
and/or other federal authorities concerned.

PUBLICITY

Seller  agrees  not to  advertise  or,  except  as  required  by the  disclosure
requirements of the U.S. Securities and Exchange  Commission ("SEC"),  otherwise
make known to others any  information  regarding this  Contract.  Seller further
agrees not to use in any  advertising  or sales  promotions,  press  releases or
other  publicity  matters,  any  endorsements,  direct or  indirect  quotes,  or
pictures implying endorsement by Buyer or any of its employees. Seller agrees to
require its subcontractors to comply with these restrictions. Buyer will provide
a copy of the final version of the Contract,  except for Attachments B, C and D,
to Seller on a diskette.

QUALITY ASSURANCE

1.   Seller hereby agrees that the Material  furnished  hereunder by Seller will
     be subject to:

(a)  Seller's   quality  control   activities  and  procedures,   including  any
     performance  measurements,  testing, quality process reviews or inspections
     to implement such procedures,  which are hereinafter  collectively referred
     to as the Quality Program Standards ("QPS").

(b)  The requirements  contained in the current issues of the following Bellcore
     documents and subsequent issues thereof:

     TR-NWT-000332 - "Reliability Prediction Procedure for Electronic Equipment"

     TR-TSY-000357 - "Component Reliability Assurance Requirements for
                      Telecommunications Equipment"

     TR-NWT-000078 - "Generic Physical Design Requirements for 
                      Telecommunications Products and Equipment"

     TR-NWT-001037 - "Statistical Process Control Program Generic Requirements"

     TR-NWT-001359 - "Supplier Data - Basic Generic Requirements"


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<PAGE>

     GR-1252-CORE -  "Quality System Generic Requirements For Hardware"

2.   Process   Surveillance   procedures  may  be  initiated  by  Buyer  or  its
     representative. Seller further agrees that it will:

(a)  Notify Buyer or its  representative  when Material is ready for examination
     and give  Buyer or its  representative  reasonable  opportunity  to examine
     Material  at any time  prior to the  scheduled  shipment  date.  At Buyer's
     option,  examination  of Material may be performed  prior to final assembly
     and/or  completion of  manufacturing or repair processes in accordance with
     the above-referenced requirements;

(b)  Provide  Buyer or its  representative  with copies of Seller's and Seller's
     sub-contractor(s)' quality manual(s),  current inspection procedures and/or
     product  specifications for the Material furnished hereunder,  provided the
     same can be obtained from Seller's  sub-contractor(s) and provided Seller's
     sub-contractor(s) consent to such disclosure. Seller will make commercially
     reasonable efforts to comply with this provision by July 2, 1997;

(c)  Maintain  and  make  available  to  Buyer  or its  representative  the data
     obtained through Seller's quality control procedures which demonstrate that
     the Material meets the specified quality and reliability requirements;

(d)  Provide Buyer or its representative,  at no charge, access to Seller's test
     equipment,  facilities,  data and specifications,  assistance from Seller's
     personnel   and   sufficient   working   space  to  enable   Buyer  or  its
     representative to perform said Quality Assurance Examination and/or Process
     Surveillance  and/or a review of Seller's total quality program at Seller's
     facilities;

(e)  Only  Material  subject  to review by Buyer or its  representative  will be
     accepted for  delivery to Buyer.  Where  Seller is  authorized  by Buyer to
     establish a stock of Material for future  shipment,  such  Material will be
     available for examination by Buyer or its representative prior to reserving
     same for Buyer and such reserved  Material will not be shipped on orders to
     anyone other than Buyer; and

(f)  The purchase of any Material hereunder is subject to Buyer's inspection and
     acceptance after delivery thereof.

The foregoing  notwithstanding,  nothing  contained in this clause will waive or
otherwise adversely affect Buyer's rights under the WARRANTY clause or any other
provision  of this  Contract,  and will not alter any time period  within  which
Seller is obligated to perform as set forth in the Contract.

RECORDS AND AUDIT

Seller agrees to maintain  complete and accurate records of all amounts billable
to and payments made by Buyer hereunder in accordance  with standard  recognized
accounting practices. Seller 


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shall retain such records for a period of three (3) years from the date of final
payment for Material or services  specified.  Seller  further  agrees to provide
written  substantiation  of any disputed  invoice  amount to Buyer within thirty
(30) calendar days after receipt of written notification of such dispute.

Seller  agrees  that  Buyer  shall  have  the  right   through  its   accredited
representatives to inspect and audit, during normal business hours, the time and
material  charges  invoiced  to Buyer  hereunder.  This right to audit  shall be
limited to validating the accuracy of Seller  resources  utilized and associated
charges to Buyer and expressly  excludes the right to audit the  composition  of
rates invoiced,  any cost or pricing data, records and information pertaining to
any other  Buyer or Seller's  accounting  policies or  practices.  Should  Buyer
request an audit,  Seller will make available the pertinent  utilization records
and files. All costs directly attributable to such audit will be paid by Buyer.

RELEASES VOID

Neither  party will  require  waivers or  releases of any  personal  rights from
representatives  of  the  other  in  connection  with  visits  to  each  other's
respective premises,  and no such releases or waivers will be pleaded by Seller,
Buyer or third persons in any action or proceeding.

RELIABILITY

Beginning  July 2, 1997,  Buyer and Seller will monitor the  cumulative  failure
rate of the Material specified below. If the cumulative failure rate of any such
Material  exceeds that identified in paragraph (a) or (c) of this clause,  or if
CoinNet  fails  to  perform  as set  forth  in (d),  any  such  failure(s)  will
constitute a breach of contract by Seller.

(a)  Chassis

     For purposes of this clause the term  "cumulative  base chassis"  means the
     total  number of  chassis  recertified  by TSG (as  described  above in the
     COMMITMENTS  OF THE PARTIES  clause) and new chassis  purchased  hereunder,
     which are deployed by SWBT in the field. The term "cumulative failure rate"
     means the percentage of the  cumulative  base chassis which fail to perform
     per the REQUIREMENTS.  TSG warrants that the cumulative failure rate of the
     cumulative  base  chassis  will not  exceed  six  percent  (6%).  The first
     cumulative failure rate calculation will be on October 31, 1997. Subsequent
     cumulative  failure rate  calculations will be made as of the last business
     day of each month after October 1997. Failures,  for purposes of cumulative
     failure rate  calculations  as described  in this  clause,  include  infant
     mortality and out of box  failures.  Cumulative  failure rate  calculations
     will be adjusted as  necessary  for any errors  identified  by Buyer or its
     representatives   pursuant  to  the  REPAIR   SERVICES   FOR  MATERIAL  and
     COMMITMENTS OF THE PARTIES  clauses of the Contract,  including any and all
     errors made by Seller in the  designation of cumulative  base chassis as No
     Trouble Found ("NTF") chassis.


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<PAGE>

(b)  If the NTF's for all chassis returned to TSG for repair (excluding  chassis
     returned for  recertification)  for any one calendar  month after June 1997
     exceed  ten  percent  (10 %) of the total  number of chassis  returned  for
     repair  during  that month,  Buyer will pay Seller a charge of  twenty-five
     dollars ($25.00) for each of the chassis which exceed ten percent (10%).

(c)  TSG warrants that, beginning with June 1, 1997, the cumulative failure rate
     of the four hundred  sixty-seven (467) new CMI electronic keys delivered in
     April and May 1997 will not exceed six percent (6%). The cumulative failure
     rate of said keys will be the  percentage  of the four hundred  sixty-seven
     (467) keys which fail to perform per the REQUIREMENTS. The first cumulative
     failure rate calculation date of the keys will be August 31, 1997.

(d)  TSG warrants that,  beginning at 5:00 P.M. CDT, July 2, 1997,  CoinNet will
     perform per the REQUIREMENTS at all times up to and including September 30,
     1998.

REPAIR SERVICES FOR MATERIAL/SELECTION OF OUTSIDE REPAIR VENDOR

TSG will  provide  repair  services for  Material  still under  warranty and for
Material which is out-of-warranty, as follows:

(a)  Material Under Warranty

     Seller will  provide  repair  services for  Material  still under  warranty
     throughout the warranty period, at no charge to Buyer.

     Material  repaired  while still under  warranty will be warranted by TSG to
     perform  per the  REQUIREMENTS  for the  balance of the  original  warranty
     period or ninety (90) days, whichever is greater.

     If a unit of Material  under  warranty is returned to Seller as provided in
     this clause,  and is determined to be beyond repair,  Seller will so notify
     Buyer and will provide a replacement to Buyer,  which  replacement  will be
     warranted  by Seller for the  balance of the  original  warranty  period or
     ninety (90) days, whichever is greater.

     All  transportation  charges for and risk of  in-transit  damage or loss to
     Material still under warranty  shipped to Seller by Buyer for repair,  will
     be borne by Seller. All  transportation  charges for and risk of in-transit
     damage or loss to repaired  Material shipped to Buyer by Seller,  will also
     be borne by Seller.

(b)  Material Not Under Warranty

     Seller  agrees to provide  out-of-warranty  repair  service on all Material
     purchased by Buyer before or after  execution of the  Contract,  at Buyer's
     expense.  Out-of-warranty  material  will be shipped by Buyer to Seller for
     repair to a destination designated by Seller.


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     Out-of-warranty  Material returned to Seller for repair will be repaired by
     TSG and warranted to perform per the REQUIREMENTS for ninety (90) days from
     the date of return shipment.

     If out-of-warranty  material returned for repair is determined to be beyond
     repair, Seller will so notify Buyer. If requested, Seller will sell Buyer a
     replacement  at the higher of the Contract  price or Seller's  then current
     published  price or, if no such  prices  exist,  at a price to be  mutually
     agreed  upon  by the  parties.  In  such  event,  the  replacement  will be
     warranted by Seller to perform per the REQUIREMENTS for a period of one (1)
     year.

     All  transportation  charges for and risk of  in-transit  damage or loss to
     out-of-warranty  Material  returned to Seller for repair under this clause,
     will be borne by Buyer.  All  transportation  charges  associated  with the
     return of such repaired or replacement  Material to Buyer, will be borne by
     Buyer but  prepaid  by Seller and  listed as a  separate  item on  Seller's
     invoice for repair.  Seller will bear the risk of in-transit damage or loss
     for shipments of repaired or replacement Material to Buyer.

     The cost to Buyer  of  out-of-warranty  repair  for  chassis  will be fifty
     dollars  ($50.00)  per  chassis,  which cost will be subject to annual rate
     increases of no more than five percent (5%).

(c)  Procedures Applicable to Both Under Warranty and Out-of-Warranty Repair

     Buyer may contact Seller concerning any questions that may arise concerning
     repair, at no charge to Buyer.

     Buyer shall furnish the  following  information  with Material  returned to
     Seller for repair:  (a) Buyer's name and complete address;  (b) name(s) and
     telephone  number(s) of Buyer's employee(s) to contact in case of questions
     about the  Material  to be  repaired;  ( c) "ship to" address for return of
     repaired  Material if different from address in (a); (d) a complete list of
     Material returned;  (e) the nature of the defect or failure,  if known; and
     (f) whether or not the returned Material is still under warranty.

     Repair  or  replacement  Material  will be  marked  by  Seller  to show the
     warranty expiration date,  stenciled or otherwise identified in a permanent
     manner, at a readily visible location on the Material and packing box.

     All  invoices  originated  by Seller  for repair  services  must be clearly
     identified as such,  and must contain a reference to Buyer's order for said
     repair  services.  Invoices for repair services will be paid by Buyer,  net
     thirty (30) days.

     In addition to the  foregoing,  TSG will provide  Monthly Repair Reports to
     SWBT in accordance with the NOTICES clause of the Contract.  A copy of each
     report  will  also be sent  via  facsimile  to  SWBT's  Director-Technology
     Integration, (210) 222-7702, on the same date. Each report will include the
     preceding  calendar  month and must be  received  by SWBT by the  fifteenth
     (15th)  calendar day of the following  month.  The first report will be for
     the month of June 1997. Each report will include the following information:
     1) the total number 


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     of chassis recertified by TSG (as described above in the COMMITMENTS OF THE
     PARTIES clause), new chassis purchased hereunder,  and deployed TSG chassis
     purchased by SWBT prior to the execution of this  Contract  which are still
     under  warranty,  which were tested by TSG during  each such month;  2) the
     number of said  chassis  tested  during  each  such  month and found not to
     perform per the REQUIREMENTS; 3) the repairs that were required; and 4) the
     number of said chassis  which were  determined by TSG to be NTF during each
     such month.

     SWBT or its  representatives  will have the right to audit the  testing and
     repair  performed  by TSG  pursuant  to this  clause at any time,  wherever
     performed,  upon giving  twenty-four  (24) hours oral or written  notice to
     TSG.

     Unless otherwise agreed upon by the parties,  Seller will make commercially
     reasonable  efforts to repair and return ship all repaired and  replacement
     Material  within  thirty (30)  calendar days of receipt of the Material for
     repair.

(d)  Selection of Outside Repair Vendor by TSG

     TSG,  at no charge to SWBT,  will select and train a  qualified,  competent
     repair vendor ("outside  vendor")  acceptable to SWBT by December 31, 1997,
     and provide said vendor with all  manuals,  specifications,  documents  and
     other information  needed to perform repair on all Material.  SWBT will not
     unreasonably withhold its approval of an outside vendor so selected by TSG.
     SWBT will have the right to require  reasonable  assurance from TSG of said
     vendor's  qualifications  and that said outside vendor has been  adequately
     trained to perform  the  competent  repair of all  Material.  TSG will also
     provide said vendor with a list of all repair parts that are needed, or may
     be needed, to repair all Material,  and will identify each such repair part
     by part  number or other  identification,  and  identify  the  manufacturer
     and/or supplier of each such part. It will be TSG's responsibility to reach
     agreement with said vendor  regarding the protection of TSG's  confidential
     technical documentation and information.

     TSG will sell all parts  necessary  to make  repairs to the Material to the
     outside vendor at fifteen  percent (15%) above TSG's cost. TSG will provide
     written substantiation of such cost to SWBT, upon request.

     SWBT will have the right to negotiate the cost of repair of SWBT's Material
     directly with the outside  vendor  selected by TSG. If said outside  vendor
     will not agree to provide  repair  services at an average  price within one
     hundred  fifty percent  (150%) of TSG's price,  TSG will pay to the outside
     vendor on Buyer's behalf,  the incremental  difference  between one hundred
     fifty percent (150%) of TSG's price and the outside vendor's price, through
     September 30, 1998.

     TSG's  failure  to select and train an outside  repair  vendor as  required
     herein will  constitute a breach of the Contract by TSG,  concerning  which
     breach  SWBT is not  required  to provide  advance  notice nor allow TSG an
     opportunity to cure. In the event of such breach,  SWBT 


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     will have the right to immediately  cancel this Contract without penalty or
     further  obligation  to TSG,  including  the  payment  to be made to TSG on
     December 31, 1997 and all subsequent  payments  scheduled  thereafter under
     the  Contract.  Further,  in such  event,  SWBT  will not be  obligated  to
     purchase or accept any  additional  shipments of new GemStar  4032-GSX kits
     scheduled hereunder.

(e)  Selection of Outside Repair Vendor by SWBT

     TSG will not have the  exclusive  right  to  provide  repair  services  for
     Materials.  SWBT  may,  at any time  during  the time TSG is  obligated  to
     provide said repair services hereunder, select a vendor of SWBT's choice to
     provide  such   services.   TSG  will  provide  said  vendor   information,
     documentation,  repair parts and parts lists  ("resources")  in  accordance
     with  TSG's  obligations  to  provide  such  resources  to a repair  vendor
     selected by TSG as described in paragraph (d) of this clause, provided that
     such vendor selected by SWBT signs an appropriate  non-disclosure agreement
     regarding   the   protection   of   TSG's   proprietary   information   and
     documentation. TSG will provide services under this sub-paragraph (e) at an
     hourly rate of seventy-five dollars ($75.00). If travel by TSG personnel is
     required, Buyer will reimburse TSG for normal business travel expenses. TSG
     will not be responsible to provide computer hardware to any vendor selected
     by SWBT.

     The foregoing notwithstanding,  nothing contained in this clause will waive
     or otherwise  adversely  affect Buyer's rights under the WARRANTY clause or
     any other  provision of this  Contract,  and will not alter any time period
     within which Seller is obligated to perform as set forth in the Contract.

     Seller's  obligations under this clause will continue for a period of seven
     (7) years  after the date of last  shipment  of  Material  pursuant to this
     Contract  unless  SWBT  agrees in  writing to a  different  period of time.
     Seller's  obligations  under this clause will  survive any  termination  by
     Buyer  pursuant  to  the  TERMINATION  clause  or any  cancellation  of the
     Contract by Buyer pursuant to the BREACH BY SELLER clause.

RIGHT OF ACCESS

Both Seller and Buyer will permit reasonable access to the other's facilities in
connection  with work hereunder.  No charge will be made for such visits.  It is
agreed that  twenty four (24) hours prior  notice will be given when such access
is requested. Seller agrees to remove any of its employees from Buyer's premises
at Buyer's request.

SELLER'S INFORMATION

Information,  including  specifications,  drawings,  sketches,  models, samples,
tools,  computer or other  apparatus  programs,  technical  information or data,
written, oral or otherwise,  furnished by Seller to Buyer under this Contract or
in  contemplation   thereof  will  not  be  considered  to  be  confidential  or
proprietary unless so marked by Seller as confidential or proprietary.


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<PAGE>

SELLER'S LIMITATION ON PAYMENTS TO BUYER

Notwithstanding  anything in the Contract to the contrary, in no event shall the
damages, charges, credits, assessments or the like, in the aggregate, payable by
Seller arising from the provisions of the SHIPMENTS TO BUYER,  RELIABILITY,  and
ERROR  CORRECTION  Clauses  hereunder exceed five (5%) percent of the then total
invoice amounts issued by Seller to Buyer hereunder.

SEVERABILITY

If any provision of this Contract is determined to be invalid or  unenforceable,
such invalidity or unenforceability  will not invalidate or render unenforceable
the entire  Contract,  but rather the entire Contract will be construed as if it
did not contain the particular  invalid or  unenforceable  provision(s)  and the
rights  and  obligations  of Seller  and Buyer will be  construed  and  enforced
accordingly.

SHIPMENTS TO BUYER

Seller shall be allowed a maximum shipping interval of thirty (30) calendar days
after each of the  purchase  dates set forth in the  COMMITMENTS  OF THE PARTIES
clause,  paragraph 6, to ship said kits  purchased on each such date.  Each such
shipment must be received by Buyer within ten (10) calendar days of the last day
of the  maximum  shipping  interval  unless  otherwise  mutually  agreed  by the
parties,  in writing.  Unless mutual agreement is reached,  should Buyer request
rescheduling  resulting  in an  extension  of the  shipping  date by  more  than
fourteen (14) days beyond the maximum shipping interval for any shipment, Seller
shall be entitled to assess a charge of one and one half  percent  (1.5%) of the
chassis price per month on chassis included in the rescheduled shipment.  Should
Seller fail to make each  shipment of said  chassis  within said thirty (30) day
maximum shipping  interval,  Seller will be in breach of the Contract and Buyer,
without  advance notice or opportunity  for TSG to cure,  will have the right to
immediately  cancel the Contract,  without penalty or further obligation to TSG,
including the withholding of all subsequent  milestone payments and payments for
material and services not already  delivered  and/or  provided to SWBT.  In such
event, SWBT will not be obligated to purchase or accept any additional shipments
of new GemStar 4032-GSX kits scheduled hereunder.

The foregoing  notwithstanding,  nothing  contained in this clause will waive or
otherwise adversely affect Buyer's rights under the WARRANTY clause or any other
provision  of this  Contract,  and will not alter any time period  within  which
Seller is obligated to perform as set forth in the Contract.

SHIPPING AND BILLING

Seller agrees to:

(a)   As to the new GemStar  4032-GSX  kits  purchased on each date set forth in
      the COMMITMENTS OF THE PARTIES clause,  paragraph 6, ship the total number
      of kits  


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     purchased on each such date in one shipment, unless instructed otherwise by
     Buyer.  As to any other Material,  ship orders  complete unless  instructed
     otherwise by Buyer;

(b)  Ship each  shipment to the  destination  designated  by Buyer in accordance
     with any specified routing instructions.

(c)  Package,  mark and label Material in accordance with Buyer's  Specification
     No. 76295 (except in connection with any bar code requirements)  already in
     Seller's  possession  and made a part  hereof by this  reference.  Adequate
     protective  packaging will be furnished by Seller at no additional  charge.
     Seller further agrees to use MacPac  packaging,  unless otherwise  mutually
     agreed between the parties,  and identify repaired Material with green tape
     on the exterior of the packing box as well as on the individual unit boxes;

(d)  Enclose the  appropriate  packing  memorandum  with each shipment and, when
     more  than  one (1)  package  is  shipped,  clearly  identify  the  package
     containing the packing memorandum;

(e)  Mark Buyer's order and/or purchase number, item sequence numbers,  and item
     identification  numbers  and  descriptions  on  all  packages,  subordinate
     documents and shipping papers;

(f)  Render  invoices in duplicate or as otherwise  specified by Buyer,  showing
     Buyer's  order  and/or  purchase  number,   item  sequence  numbers,   item
     identification numbers and descriptions, through routing and weight;

(g)  Render separate invoices for each shipment;

(h)  Mail  bills of  lading,  if  applicable,  shipping  notices  and  copies of
     transportation bills with Seller's invoices to Buyer's address indicated on
     the applicable order or other purchase document.

(i)  Include only one (1) such order or shipment on each invoice.

(j)  The GemStar 4032-GSX electronic  chassis,  electronic lock and cash box out
     switch  which  comprise  each kit will be shipped as one (1) kit within the
     same box.

For shipments made to Buyer's Material Distribution Center ("MDC") in Lancaster,
Texas,  if any, Seller agrees to ship Material on pallets with dimensions of 42"
by 42" and stack Material thereon no higher than 48".

If prepayment of transportation  charges is authorized,  Seller will include the
transportation  charges for the Material from the F.O.B. point to the designated
destination as a separate charge on Seller's invoice therefor.

Shipping  and routing  instructions  may be altered by mutual  agreement  of the
parties in writing.  Unless otherwise  agreed,  all invoices for the new GemStar
4032-GSX  kits  purchased  hereunder  will be payable  net thirty (30) days from
Buyer's  receipt of the  invoice or kits,  whichever  is later.  


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As to Seller's  provision  of other  Material  and  services,  invoices  will be
payable net thirty (30) days from the date of Buyer's  receipt of the invoice or
Material or services,  whichever is later.  Discounts may be taken when allowed.
C.O.D. shipments will not be accepted.  Late payment charges will be assessed at
a rate of one and one-half percent (1.5%) per month.

SHIPPING PRIORITY

Seller will afford Buyer  shipping  priority over other  customers in accordance
with mutually agreed to shipping schedules.

SOFTWARE MAINTENANCE

Seller agrees to furnish software  maintenance  services to Buyer, at no charge,
through  September 30, 1998. After September 30, 1998,  Seller agrees to furnish
software maintenance services to Buyer at an hourly rate of seventy-five dollars
($75.00),  which rate shall be subject to annual  increases of no more than five
percent  (5%).  "Software  maintenance"  means any of the  services  provided by
Seller that are  designed  to maintain  the  software  in  conformance  with the
REQUIREMENTS.

Seller's  obligations  under this clause will continue for a period of seven (7)
years after the date of last  shipment of Material  under this  Contract  unless
SWBT agrees in writing to a  different  period of time or until SWBT stops using
CoinNet as developed by TSG, whichever occurs first.  Seller's obligations under
this clause will survive any  termination by Buyer  pursuant to the  TERMINATION
clause or any  cancellation  of the Contract by Buyer  pursuant to the BREACH BY
SELLER clause.

SOFTWARE UPDATES

Seller agrees to supply improvements,  new releases,  updates,  extensions,  and
other changes to the CoinNet  software and firmware,  including the pre-existing
and new SMDR software to be developed  hereunder,  which: (a) Seller provides to
other customers who have a license to use any such software; (b) Seller deems to
be logical  improvements  or  extensions  to the original  software  supplied to
Buyer; or (c) are necessary for the software to continue the computing functions
mutually  agreed  upon  between  Seller and Buyer.  Buyer will have the right to
accept or reject any such revised  version of the software or to remove same and
replace it with the previous  version if such new version will degrade or impair
Buyer's computer system. In addition,  Seller will insure that software licensed
hereunder is kept current with new releases of the operating system(s) listed in
Seller's standard  published  specifications or the REQUIREMENTS.  Such software
updates  will be  provided  to Seller at no  charge.  Software  updates  will be
provided to Buyer at Seller's published prices, after September 30, 1998.

Seller's  obligations  under this clause will continue for a period of seven (7)
years after the date of last  shipment of Material  under this  Contract  unless
SWBT agrees in writing to a  different  period of time or until SWBT stops using
CoinNet as developed by TSG, whichever occurs first.  Seller's obligations under
this clause will survive any  termination by Buyer  pursuant to the


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TERMINATION  clause or any cancellation of the Contract by Buyer pursuant to the
BREACH BY SELLER clause.

SOURCE CODE  REQUIREMENTS

(a)  TSG will provide to SWBT a copy of the most current  version of the CoinNet
     software  source code and  documentation  as described in  Attachment A, as
     well  as any  other  information  and/or  materials  required  to  support,
     maintain, order, install, modify or correct said software, by July 2, 1997.

(b)  The new SMDR  software  source  code  and  documentation  (source  code and
     documentation  as described in  Attachment  A, Section III), as well as any
     other information  and/or materials required to support,  maintain,  order,
     install,  modify or correct said software,  will be provided to SWBT by TSG
     on or before September 30, 1997.

(c)  As to the CoinNet  software,  TSG will provide to SWBT,  without charge,  a
     copy of the source code and  documentation  of any and all  changes  and/or
     revisions to said  software,  including all  information  and/or  materials
     pertinent thereto,  of the same type and/or nature as that described in (a)
     and (b) above.

(d)  Seller's  obligations under this clause will continue through September 30,
     1998 unless  SWBT agrees in writing to a different  period of time or until
     SWBT stops using  CoinNet as  developed  by TSG,  whichever  occurs  first.
     Seller's  obligations  under this clause will  survive any  termination  by
     Buyer  pursuant  to  the  TERMINATION  clause  or any  cancellation  of the
     Contract by Buyer pursuant to the BREACH BY SELLER clause.

SUPPORT OF PREVIOUS VERSIONS / SOFTWARE

When  Seller  issues a new  version of  existing  software,  as  provided in the
SOFTWARE  UPDATES  clause  of the  Contract,  Seller  agrees  to  provide  error
correction  and  technical  support for the previous  version of that  software,
without charge to Buyer. Services provided under this clause after September 30,
1998,  will be provided at a price of  seventy-five  dollars  ($75.00) per hour,
which  price will be subject to annual  increases  of no more than five  percent
(5%).

Seller's  obligations  under this clause will continue for a period of seven (7)
years after the date of last  shipment of Material  under this  Contract  unless
SWBT agrees in writing to a  different  period of time or until SWBT stops using
CoinNet as developed by TSG, whichever occurs first.  Seller's obligations under
this clause will survive any  termination by Buyer  pursuant to the  TERMINATION
clause or any  cancellation  of the Contract by Buyer  pursuant to the BREACH BY
SELLER clause.

SURVIVAL OF OBLIGATIONS

In  addition  to the  survival  of  obligations  as set forth  elsewhere  in the
Contract,  Seller's  obligations  hereunder which by their nature would continue
beyond the termination,  cancellation or expiration 


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hereof,  including,  by way of  illustration  only  and  not  limitation,  those
obligations  in the clauses  entitled  "COMPLIANCE  WITH LAWS,"  "INFRINGEMENT,"
"LIABILITY AND INDEMNIFICATION,"  "PUBLICITY,"  "RELEASES VOID," "SEVERABILITY,"
"USE OF  INFORMATION"  and  "WARRANTY,"  will  survive the breach,  termination,
cancellation or expiration of the Contract.

TAXES

In the event that Buyer is liable  under  federal law for excise  taxes or under
state or local law for sales taxes collected by Seller on the Material  provided
hereunder,  Seller agrees to bill such taxes as separate items, listing each tax
jurisdiction  involved.  Buyer will have the right to require  Seller to contest
with the imposing  jurisdiction,  at Buyer's  expense,  any taxes or assessments
which  Buyer may deem to be  improperly  levied.  Seller  further  agrees,  upon
request of Buyer,  to furnish  statements  evidencing that taxes and assessments
for which Buyer is responsible  hereunder and which have been billed to Buyer by
Seller, have been paid.

TECHNICAL SUPPORT FOR COINNET AND MATERIAL

Buyer shall be entitled to ongoing, timely technical support service,  including
field service support and access to Seller by telephone for all CoinNet software
and firmware and Material.  The  availability  or  performance of this technical
support  service  shall not be  construed  as  altering  or  affecting  Seller's
obligations as set forth in the WARRANTY clause or as elsewhere provided in this
Contract. Said support will be provided at no charge through September 30, 1998.
Thereafter,  said support will be provided by Seller at a price of  seventy-five
dollars  ($75.00) per hour,  subject to annual  price  increases of no more than
five percent (5%).

Said  ongoing  technical  support  will be  available  to Buyer from  Seller via
telephone  during normal  working  hours.  Response to Buyer shall be within one
hour (1) after a request is made  provided  that the  request is made and can be
answered  within normal  working  hours.  Technical  support for CoinNet and the
Material  shall be ongoing and extend  beyond the warranty  period for seven (7)
years  after the last  shipment  of Material  under this  Contract,  unless SWBT
agrees in writing to a shorter  period of time or, as to  CoinNet  software  and
firmware,  at such time as Buyer stops  using  CoinNet as  developed  by Seller.
Buyer will call Seller for technical support for CoinNet software,  firmware and
Material, by calling the following number during the times indicated:

                       1-800-447-8353

                       8:00 AM - 5:00 PM EASTERN TIME (M-F)

Seller  will give SWBT  thirty  (30) days  advance  notice of any  change in the
technical support call number.

So long as Buyer  continues to use CoinNet,  Seller  agrees to provide Buyer all
necessary   mail  and  telephone   consulting   assistance  in  the  event  that
difficulties  occur in the use of the software or in Buyer's  interpretation  of
the results of software use.  Upon  notification  by Buyer that such  


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consulting  service  is  required,  Seller  will  proceed  promptly  toward  the
resolution of all such reported  problems by using and  coordinating  all Seller
resources which are required to resolve the problem.

Further,  as to CoinNet,  after July 2, 1997,  if a reported  problem  cannot be
resolved by telephone or written  communication within thirty (30) days from the
time Buyer first  contacts  Seller  then,  if  requested  by Buyer,  Seller will
provide an employee  capable of resolving such problem at the  applicable  Buyer
installation  site for no  additional  charge,  provided that the problem is the
failure of the software to perform per the REQUIREMENTS. However, SWBT agrees to
pay reasonable  travel expenses for mutually agreed upon travel of TSG personnel
which is necessary to provide services under this clause. If such failure causes
downtime on Buyer's  computer  system on which the software is  installed,  then
Seller will proceed immediately to resolve the problem.

In the event  that a problem is found to be due to:  (a) a  modification  to the
software  made by Buyer;  or (b) use of the software in a manner which is not in
accordance with the instructions  provided by Seller to Buyer relating to use of
the software as set forth in the COINNET  OPERATING  GUIDELINES in Attachment A,
Buyer agrees to pay Seller for all  technical  support or services  performed to
resolve or investigate the particular problem at Seller's then current published
standard time and material rates,  and reimburse Seller for any related expenses
incurred,  provided  that such  rates and  expenses  are  reasonable  and Seller
furnishes to Buyer supporting documentation therefor.

The foregoing  notwithstanding,  nothing  contained in this clause will waive or
otherwise adversely affect Buyer's rights under the WARRANTY clause or any other
provision  of this  Contract,  and will not alter any time period  within  which
Seller is obligated to perform as set forth in the Contract.

Seller's  obligations  under this clause will survive any  termination  by Buyer
pursuant to the TERMINATION  clause or any cancellation of the Contract by Buyer
pursuant to the BREACH BY SELLER clause.

TERMINATION

Buyer may terminate  this Contract  without  cause,  in whole or in part, at any
time,  by giving  Seller at least thirty (30) days prior  written  notice.  Upon
termination,  Buyer  agrees to pay Seller all  amounts  due for the new  GemStar
4032-GSX  kits to be  purchased  by  Buyer  hereunder  which  have  not yet been
purchased and paid for, as set forth in the purchase  schedule set forth herein,
payments to be made net thirty (30) days after the respective scheduled purchase
dates,  provided  however,  that the chassis to have been purchased on each such
purchase date have been shipped and delivered to SWBT as scheduled and ownership
thereof has passed to SWBT.

The milestone payments to be made to Seller on July 2, September 1, and December
31, 1997, and on March 31, 1998, will also be paid as scheduled. In the event of
such  termination,  Buyer will pay any amount due to Seller for  performance  of
services  under this  Contract,  payable  net 


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<PAGE>

thirty (30) days from receipt of invoice.  Upon request from Buyer,  Seller will
provide written substantiation of all such services billed to Buyer.

In the event SWBT  elects to  terminate  the  Contract  in  accordance  with the
TERMINATION  clause of the  Contract,  or cancels the  Contract  pursuant to the
BREACH BY SELLER clause of the  Contract,  TSG will return to SWBT within thirty
(30) calendar days, at the cost of the party who would have otherwise  borne the
cost of return shipment as provided herein,  all TSG electronic chassis owned by
SWBT in TSG's possession including,  but not limited to, chassis returned to TSG
for repair and/or recertification,  in their then present condition,  whether or
not they have been  repaired,  upgraded  or  recertified.  TSG agrees that TSG's
unauthorized  holding of any such chassis past thirty (30) calendar  days,  will
cause damages to SWBT that will be difficult to determine. Therefore, TSG agrees
to pay SWBT  liquidated  damages  calculated by multiplying  the average monthly
revenues  of a deployed  SWBT  payphone  divided by thirty (30) by the number of
chassis  withheld,  times the number of days past thirty (30) that expire before
the chassis are delivered to SWBT's possession.  The parties agree that such sum
constitutes a reasonable estimate of SWBT's actual financial losses.

TESTING

Buyer  may,  at  its  expense,  have  any  or  all  Material  tested,  repaired,
recertified  or  purchased  hereunder,  tested by Bellcore or other  independent
vendor selected by Buyer. Failure of the products to test in compliance with the
REQUIREMENTS  will be addressed on a priority basis by Seller.  Seller and Buyer
will   develop  a  mutually   agreed  upon  time  line  for  Seller  to  resolve
noncompliance. Failure to correct such problems in accordance with the time line
may result in termination of this Contract and all commitments  will be null and
void on the part of the Buyer.

The foregoing  notwithstanding,  nothing  contained in this clause will waive or
otherwise  adversely  Buyer's  rights  under  the  WARRANTY  clause or any other
provision  of this  Contract,  and will not alter any time period  within  which
Seller is obligated to perform as set forth in the Contract.

TITLE AND RISK OF LOSS

Title to Material  purchased  hereunder will vest in Buyer when the Material has
been  delivered and accepted at the F.O.B.  point  designated by Buyer.  If this
Contract calls for additional  services such as unloading,  installation  or the
like to be  performed  after  delivery,  Seller  will retain risk of loss to the
Material  until  the   additional   services  have  been  performed  to  Buyer's
satisfaction.

TRAINING

Seller will provide Buyer training,  training materials and technical support to
enable Buyer to properly and effectively use CoinNet (including all hardware and
peripherals,  software and firmware) and Material, at no charge to SWBT, through
September 30, 1997.  Thereafter,  such training,  training materials and support
will be provided by Seller at a rate of seventy-five  dollars ($75.00) per hour,
which  rate will be  subject to annual  increases  of no more than five  percent
(5%).


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<PAGE>

Seller's  obligations  under this clause will continue for a period of seven (7)
years  after the date of last  shipment of  Material  pursuant to this  Contract
unless  SWBT  agrees  in  writing  to  a  different  period  of  time.  Seller's
obligations  under this clause will survive any termination by Buyer pursuant to
the TERMINATION  clause or any cancellation of the Contract by Buyer pursuant to
the BREACH BY SELLER clause.

USE OF INFORMATION

Any specifications,  drawings,  sketches,  models,  samples,  tools, computer or
other apparatus  programs,  technical or business  information or data, written,
oral or  otherwise  (all  hereinafter  designated  "Information"),  furnished to
Seller by Buyer in regard to CoinNet or the  Material  since  January  1994,  or
under this Contract,  or in contemplation  thereof, will remain Buyer's property
and all copies  thereof,  in written,  graphic or other tangible  form,  will be
returned  to  Buyer  upon  request.   Seller  agrees  to  keep  the  information
confidential  in  performing  under this Contract and not use same for any other
purpose  except  upon such  terms as may be agreed  upon by Seller  and Buyer in
writing.

WARRANTY

Seller  warrants  to Buyer that  Material  purchased,  recertified,  repaired or
upgraded hereunder will be merchantable,  free from defects in design,  material
and workmanship,  fit and sufficient for the purposes  intended by Buyer for the
applicable  warranty period as set forth in the Contract.  Material will be free
from  all  liens  and  encumbrances  and will  conform  to and  perform  per the
REQUIREMENTS  and  in  accordance  with  any  other  applicable  specifications,
drawings and samples.

Seller warrants to Buyer that any services provided  hereunder will be performed
in a first-class, workmanlike manner.

Seller  warrants to Buyer that the media on which  software is furnished will be
free  from  defects  in  material  and  workmanship  and free from all liens and
encumbrances.  Seller  further  warrants  that the software  will conform to and
perform  in  accordance  with  any of  Seller's  documentation,  specifications,
drawings, product literature and samples, and the REQUIREMENTS.

In  addition,  if  Material  or  software  contains  one or more  manufacturer's
warranties from a party other than Seller, Seller hereby assigns such warranties
to Buyer. These warranties will be in addition to all other warranties, express,
implied or statutory.

Seller warrants that Material furnished hereunder conforms with and will perform
in accordance with  Attachment A and with Seller's  product  specifications  for
Material  described  in  Attachments  B, C, and D.  Failure of the  Material  to
perform per the  REQUIREMENTS  may result in  cancellation  of the  Contract and
render all commitments of Buyer null and void.


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<PAGE>

All warranties will survive inspection, acceptance, payment and use. In addition
to Buyer's other remedies,  Material not meeting the warranties contained herein
will, at Seller's option, be repaired or replaced by Seller at no cost to Buyer.

The  warranty  provisions  of this clause  apply with equal force to any part of
Seller's  obligations under the Contract  performed by or dependent on work done
by  others  (e.g.,  subcontractors)  on  behalf  of  Seller.  If any part of the
services  or other  work  performed  by  Seller is  dependent  upon work done by
others,  Seller will inspect  such work and promptly  report to Buyer any defect
therein that renders such other work unsuitable for Seller's proper  performance
hereunder. Seller's silence will constitute approval of such other work as being
fit, proper and suitable for Seller's performance of the services or other work.

Seller  warrants  that all Material  purchased by SWBT prior to execution of the
Contract which is still within the original warranty period will perform per the
REQUIREMENTS for the remainder of said original warranty period.

Seller  warrants  that each of the 11,000 new GemStar  4032-GSX  kits  purchased
hereunder will perform per the REQUIREMENTS  for a period through  September 30,
1998.

TSG  warrants  that the  Integrated  System will  perform  per the  REQUIREMENTS
through September 30, 1998.

Seller's  obligations  under this clause will survive any  termination  by Buyer
pursuant to the TERMINATION  clause or any cancellation of the Contract by Buyer
pursuant to the BREACH BY SELLER clause.

IN WITNESS  WHEREOF,  the  foregoing  Contract has been  executed by the parties
hereto, in two originals, as of the dates set forth below:


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________________________________            ________________________________
Vincent C. Bisceglia        Date            Ronald M. Jennings          Date
President and CEO                           Vice President-General Manager
Technology Service Group, Inc.              Public Communications
                                            Southwestern Bell Telephone Company

                            CORPORATE ACKNOWLEDGMENTS

STATE OF TEXAS     )
                   )
COUNTY OF DALLAS   )

     Before me, the undersigned  Notary Public, on this day personally  appeared
Vincent C.  Bisceglia,  known to me to be the person and  officer  whose name is
subscribed to the Contract.  He  acknowledged to me that he is the President and
CEO of  Technology  Service  Group,  Inc.  and  that  he  executed  and is  duly
authorized  to execute the  Contract in the name of and on behalf of  Technology
Service  Group,  Inc.,  for the  purposes  and  consideration  expressed  in the
Contract.

     GIVEN under my hand and seal of office on the _____ day of June, 1997.

                                     ___________________________________________
                                     Notary Public in and for the State of Texas
                                     My commission expires __________

STATE OF TEXAS     )
                   )
COUNTY OF DALLAS   )

     Before me the undersigned  Notary Public,  on this day personally  appeared
Ronald M.  Jennings,  known to me to be the  person  and  officer  whose name is
subscribed to the Contract.  He  acknowledged to me that he executed and is duly
authorized to execute the Contract in the name of and on behalf of  Southwestern
Bell  Telephone  Company for the  purposes  and  consideration  expressed in the
Contract.

     GIVEN under my hand and seal of office on the _____ day of June, 1997.

                                     ___________________________________________
                                     Notary Public in and for the State of Texas
                                     My commission expires __________


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<PAGE>

                                  ATTACHMENT A

           TECHNICAL STANDARDS, BENCHMARK MEASUREMENTS, SPECIFICATIONS
                AND OTHER REQUIREMENTS FOR COINNET AND MATERIAL

In addition to the technical standards,  benchmark measurements,  specifications
and other  requirements  set forth  elsewhere  in the  Contract,  the  technical
standards,  benchmark  measurements,  specifications  and other requirements set
forth in this Attachment will apply to CoinNet,  including computer hardware and
peripherals, software (including pre-existing SMDR software added to the CoinNet
software  before  execution  of the  Contract),  new SMDR  software  and chassis
firmware, and all Material, including GemStar 4032-GS, upgraded GemStar 4032-GS,
GemStar 4032-GSX,  and all Gemini chassis  (hereinafter the "chassis"),  CMI-30C
electronic  locks  (hereinafter  the  "locks"),  CMI  2752-001  electronic  keys
(hereinafter the "keys"),  CMI 2680-001 electronic key controllers  (hereinafter
the "controllers"),  and associated power sources  (hereinafter the "adaptors"),
which CoinNet and Material are subjects of the Contract to which this Attachment
is  attached.   All  of  the  technical   standards,   benchmark   measurements,
specifications and other requirements set forth in this Attachment and elsewhere
in the Contract are referred to collectively  herein as the  "REQUIREMENTS." All
technical   standards,   benchmark   measurements,   specifications   and  other
requirements  are  subject  to Buyer's  operation  of the  Integrated  System in
accordance with the instructions set forth in the COINNET OPERATING  GUIDELINES,
below.

                   COINNET HARDWARE AND SOFTWARE REQUIREMENTS

I.   Assumptions

1.   The term "peak  hours" as used  herein,  means the hours from 10 a.m.  to 3
     p.m. and from 9 p.m. to 12 a.m., inclusive.

2.   All  benchmark  measurements,  except  for trunk  busy  studies,  should be
     considered  to have  sampling  rates of one every  fifteen  minutes  and be
     averaged  over a two week period  known as the "study  period."  Trunk busy
     studies  will  provide  the total  number of  occurrences  per hour,  to be
     averaged over a one week period.

3.   The  system  must  perform  per the  REQUIREMENTS  with  all  features  and
     functionalities as required in the Contract including,  without limitation,
     the  pre-existing  SMDR  software and the  additional  SMDR  software to be
     developed  hereunder  ("new SMDR  software")  and support all TSG  chassis,
     including GemStar 4032-GS,  upgraded GemStar 4032-GS, GemStar 4032-GSX, and
     all Gemini chassis purchased by SWBT both before and after the execution of
     the Contract.  TSG understands that the total number of such chassis may be
     up to 75,000.

4.   CoinNet  must  simultaneously  support  all  deployed  chassis,  up  to  15
     concurrent  interactive  administrative  users,  the  existing  base of 360
     technicians who perform  installations,  collections  and repair,  up to 20
     concurrent reports (with no more than 5 of said reports being SMDR reports)
     in normal peak hours operations and up to 15 concurrent manual polls.


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<PAGE>

     Normal "peak hours" operational functions and reports include:

     o    Adds,  deletes and changes to the phones database.  
     o    Adds,  deletes and changes  to  the  options  database.  
     o    Global  changes  to  the  phones database. 
     o    Building phone groups based on phones database criteria.
     o    Phone database reports.
     o    Manual polling of phones.
     o    System log reports.
     o    Daily tape backup.
     o    SMDR reports.

     Operational  functions  that  will be  performed  outside  of "peak  hours"
     include:

     o    PaSS export for collected phones,  exported from phones database.  Run
          four (4) times a day,  two (2) times  during  "peak  hours"  and twice
          during "non peak" hours.
     o    PaSS  import of route and stop  information  to the  phones  database.
     o    "Needs collect" report processed and faxed to 87 sites.
     o    FTP of all databases to backup machine.
     o    Daily maintenance reports processed.
     o    Autopolling.

     TSG will notify SWBT of the impact on CoinNet's  ability to perform per the
     REQUIREMENTS  that may and/or will result from mutually agreed upon changes
     to said features, functions, reports or processes.

5.   In addition to the  REQUIREMENTS set forth elsewhere in this Attachment and
     in the Contract, CoinNet, it's features and functionalities, including, but
     not limited to, the features,  functions,  reports and processes  mentioned
     above,   must  perform  per  the   specifications   of:  TSG  Document  No.
     44156-750-05A (12/94),  (Attachment B); TSG Document No. 44156-770-01 (4/95
     and 6/95)  (Attachment  C); CMI Document Nos.  CS-2680-001  and CS-2752-001
     (1996) (Attachment D); and all updates of said documents.

6.   SWBT  agrees to update all  chassis  deployed  by SWBT with the most recent
     TSG-provided software updates by July 2, 1997.

II.  SYSTEM HARDWARE REQUIREMENTS

1. Memory

     a.   Memory utilization must maintain an average during the study period of
          no less than ten percent (10%) free pages.


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     b.   During the study period, the system swap file must maintain an average
          of forty percent (40%) free pages.

2. Disk Utilization

     a.   The  percentage  of disk  subsystem  busy with  read/write  operations
          during  the study  period  must  never  exceed an  average  of seventy
          percent (70%).

     b.   The disk wait  time  during  the study  period  must  never  exceed an
          average of twenty (20) milliseconds.

     c.   Overall disk capacity must never exceed eighty percent (80%) full.

3. CPU Utilization

     a.   The average  percentage of measured CPU utilization  must never exceed
          ninety percent (90%) during the study period.

     b.   The average  percentage  of CPU time waiting on block I/O (as measured
          by UNIX or SCO SAR utility)  must never exceed forty  percent (40%) of
          total non-idle processor time during the study period.

4. Busy Line (Trunk Group) Study

     a.   The number of overflows  (also known as incoming  busies)  compared to
          total number of calls on a trunk group must never exceed an average of
          nine percent (9%) for peak hours, over any weekly study period.

III. Software/Application Requirements

1. Source Code

The  software  and source code for CoinNet and SMDR must be provided as required
in  this  Attachment  and  elsewhere  in the  Contract,  and  will  include  the
following:

a)   TSG  must  provide  to  SWBT a copy  of  CoinNet  software,  including  the
     pre-existing  SMDR software and new SMDR  software,  and any other software
     developed for SWBT by TSG hereunder,  within the respective time frames set
     forth in the Contract.  The source codes and program materials,  as well as
     any other  documentation  required to support,  maintain,  order,  install,
     modify,  or correct the most current  version of said software must also be
     provided  to SWBT  within  the  respective  time  frames  set  forth in the
     Contract.  SWBT  will  have the  absolute  right  to make any  alterations,
     variations, modifications,  additions or improvements to the source code of
     said  software at its own risk and expense,  or contract with third parties
     for such modifications,  provided such third parties are not competitors of
     TSG, provided SWBT 


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<PAGE>

     obtains an appropriate  non-disclosure agreement from any such third party,
     and  provided  that  SWBT  shall  restrict  the  use  of the  source  code,
     documentation  and software to SWBT,  its parent,  subsidiary and affiliate
     companies.

b)   Title to  deliverables  shall  reside  with TSG.  All  rights,  title,  and
     interest,  including copyright,  in all original works for authorship fixed
     in any tangible medium, will belong to TSG.

c)   All rights, title and interest in and to all intellectual property produced
     for SWBT by TSG shall belong to TSG and shall be considered "works made for
     hire" in accordance with the United States copyright law. SWBT shall have a
     non-exclusive  license to use such  property,  which SWBT may assign to any
     parent, affiliate or subsidiary company without the consent of TSG.

2. Documentation

Documentation  is  defined  as all  documentation  used in  relation  to CoinNet
(including computer hardware and peripherals,  software (including  pre-existing
and new SMDR  software) and chassis  firmware) and Materials  (including all TSG
chassis as listed in the  PREAMBLE  of the  Contract,  electronic  locks,  keys,
controllers and adaptors,  including system procedures,  functions, and database
structures,  operating and instruction  manuals,  system level documentation and
protocols  and access  methods  used by  CoinNet  and the  chassis to  establish
communication,  including  controls used to negotiate  and issue and/or  receive
commands to and/or from CoinNet and the chassis,  and other materials describing
the structure and operation of all CoinNet software and its interfaces. TSG will
provide the documentation to SWBT before July 2, 1997, except as to the new SMDR
software,  the  documentation  for which will be provided to SWBT as soon as the
design  thereof has been  completed,  but no later than  September 30, 1997. The
documentation  will include the following  but may also include other  requested
and available information:

         a)  Library list
         b)  Module Map-Object Descriptions/Purpose for all objects
         c)  Process Overview
         d)  Implementation Notes
         e)  Description of Use
         f)  Specific Build Instructions
         g)  Process flow for application, including each subsystem
         h)  Current Bug List(unfixed or unresolved problems
         i)  Description of all development tools used
         j)  Third party licensing information and reference details

                ELECTRONIC LOCKS, KEYS, CONTROLLERS AND ADAPTORS

The electronic  locks, the four hundred  sixty-seven (467) CMI keys delivered in
April  and  May  1997,  the  controllers  and  adaptors  must  perform  per  the
REQUIREMENTS under normal SWBT field operating  conditions,  including,  without
limitation,  the specifications and requirements set forth herein and in Control
Module,  Inc.'s  (CMI's)  customer   specification   documents  CS-2680


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<PAGE>

-001 and  CS-2752-001  (1996);  TSG  Document  No.  44156-750-05A  (12/94);  TSG
Document No. 44156-770-01 (4/95 and 6/95); and all updates of said documents.

                               ELECTRONIC CHASSIS

All new GemStar 4032-GSX chassis (including the electronic lock and cash box out
switch) purchased under the Contract,  all recertified  chassis (as described in
the  Contract),  and all other TSG  electronic  chassis  owned by SWBT and still
under  warranty,  must  perform per the  REQUIREMENTS,  under  normal SWBT field
operating  conditions,  including,  without  limitation,  the specifications and
requirements set forth herein and in TSG Document No. 44156-750-05A (12/94); TSG
Document No. 44156-770-01 (4/95 and 6/95); CMI customer specification  documents
CS-2680-001 (1996) and CS-2752-001; and all updates of said documents.

                          COINNET OPERATING GUIDELINES

SWBT will perform the  following  procedures  which may be modified from time to
time by mutual agreement of the parties.

System Administrator Daily Checks:

     o    Monitor and clean up unneeded files and reports. Check system clock.
     o    Check faxserver.
     o    Check Coinnet Polls.
     o    Check for any locked up modems.  Check  that faxed  reports  have gone
          out.
     o    Check that daily maintenance report has run.
     o    Daily tape backup.
     o    Check that databases were FTPed to backup machine.

Operator Basic Guidelines

     o    Do operating system and voice file downloads on nights and weekends.
     o    Upgrade all chassis to the latest  operating system version (H.EPE for
          GS phones, L.eLE for 1 meg phones).
     o    Setup all 1 meg option files to allow call-ins at 1200 baud.
     o    Restrict  Reports/Globals  changes to no more than 20  simultaneously.
          Only 5 simultaneous SMDR/CDR reports.
     o    60-70 modems should remain  dedicated to incoming call traffic  during
          daytime hours.
     o    Delete disconnected numbers from the database.
     o    Investigate no activity phones.


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<PAGE>

                              GENERAL REQUIREMENTS

To the extent that any of the  above-referenced TSG and/or CMI documents contain
specifications  inconsistent  with each other, the  specifications  contained in
Attachment  A  will  prevail.  If any of  the  specifications,  requirements  or
instructions  contained  in said  documents  have been updated or revised in any
way, TSG will so notify SWBT by 5:00 p.m. CDT on July 2, 1997.

Whether   or  not   specifically   identified   in  the   Contract   or  in  the
above-referenced  TSG and CMI documents,  TSG must provide an Integrated  System
that performs per the  REQUIREMENTS,  the components of which Integrated  System
are: CoinNet (computer hardware and peripherals, software and chassis firmware),
pre-existing and new SMDR software,  electronic chassis, electronic locks, keys,
controllers and adaptors.  Said Integrated  System must provide the features and
functionalities  set forth in the Contract and in said TSG and CMI documents and
perform per the REQUIREMENTS.

TSG must  continue  to  support  CoinNet or do so  through  its  representatives
approved  by SWBT,  as set forth in the  Contract,  until  SWBT  stops  using or
modifies  the source code of the CoinNet  software.  Said  support must meet the
service levels documented in the Contract  including,  without  limitation,  the
following clauses: EMERGENCY SUPPORT SERVICE, ERROR CORRECTIONS, CUSTOM SOFTWARE
DEVELOPMENT,   SOFTWARE  MAINTENANCE,  SOFTWARE  UPDATES,  SUPPORT  OF  PREVIOUS
VERSIONS-SOFTWARE,  TECHNICAL SUPPORT FOR COINNET AND MATERIAL,  REPAIR SERVICES
FOR  MATERIAL,  CHANGES TO  MATERIAL  AND  CLASSIFICATION  THEREOF,  ENGINEERING
COMPLAINTS,   CONTINUING  AVAILABILITY  OF  REPLACEMENT  AND  REPAIR  PARTS  and
MATERIAL/SOFTWARE DOCUMENTATION.


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