Exhibit 10.19

                         Software Distribution Agreement

SOFTWARE  DISTRIBUTION  AGREEMENT dated as of Jan. 3, 1997 ("Agreement") between
Banta Global Turnkey ("we" or "us"), a division of Banta  Corporation,  and SPSS
Inc. ("you"), a corporation organized under the laws of the State of Illinois.

We are in the  business of providing a variety of services to  manufacturers  of
computer  software  programs,   including  without  limitation  replicating  and
distributing  copies of Programs,  Products and Publications (as those terms are
defined below); and

You are a  manufacturer  of  computer  software  programs  who wishes to have us
perform such services for you.

In  consideration  of the premises and the agreements set out below,  we and you
agree as follows:

     1. DEFINITIONS.  When used in this Agreement,  the capitalized terms listed
below will have the following meanings:

      "Enterprise"  - means any legal  entity  (such as a  corporation)  and the
      subsidiaries it owns by more than fifty percent (50%).

      "Product" - means both the Program and Basic Publications.

      "Program" - means the computer programming code in machine-readable format
      that is licensed to an end user on a variety of Media by you.

      "Publications"  - means printed  material.  It can consist of Publications
      that are included with the Program (Basic Publications),  and Publications
      that are ordered and shipped separately (Optional Publications).

      "Master" - means the unique  Program and Program  format for your  Program
      that we will create in order to be able to build production copies of your
      Program for shipment.

      "Media" - means either open reel tape, tape cartridge, diskette or CD-ROM.
      Media also may mean other media (for example, magneto-optical) as mutually
      agreed between us.

     2.  STATEMENT OF WORK.  The services we are to provide will be described in
one or more  statements  of work which will be mutually  agreed to by you and us
from time to time during the term of this Agreement. Each Statement of Work will
be attached to this Agreement

      3.  PURCHASE  ORDERS.  You will  issue a  purchase  order to us each  time
services are to be performed under this Agreement. Purchase orders may be issued
in paper form for printing services or in the form of the appropriate electronic
data interchange transaction set (as contemplated by the applicable Statement of
Work) for other services. Each purchase order issued to us shall include:


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          (a) Product description, part number (if applicable);

          (b) Quantity being produced;

          (c) Price per the price list attached to the  applicable  Statement of
     Work, or the price stated in our proposal to you (if applicable);

           (d)  Requested shipment dates;

           (e)  Requested shipping destination; and

           (f)  This Agreement number.

Purchase  orders  issued by you are subject to the terms and  conditions of this
Agreement and no other terms or conditions,  including your purchase order terms
and conditions,  shall be part of this Agreement or apply to any work we perform
under this Agreement unless specifically agreed to in advance by us in writing.

      4. PROJECT MANAGER.  Upon the execution of a Statement of Work, each of us
shall submit to the other the name,  business  address and telephone number of a
Project Manager who shall be responsible  for all business and technical  issues
pertaining to that Statement of Work and any services  described therein that we
perform for you. All communications will be directed to the Project Manager.

      We or you may replace its Project Manager by delivery of written notice of
such  change.  Such  notice  shall  set forth the  name,  business  address  and
telephone number of the replacement.

     5.  CHANGES  TO A  STATEMENT  OF WORK.  When  both of us agree to  change a
Statement of Work, we will prepare a written description of the change (called a
"Change  Authorization").  The Change  Authorization  becomes  effective when we
provide  it to  you.  It  need  not be  signed,  unless  either  of us  requests
signature.

      Any change in the  Statement  of Work may affect  the  charges,  estimated
schedule, or other terms. Depending on the scope of the requested change, we may
charge  you for our  effort  to  analyze  it.  We will  then  give you a written
estimate of the charges for the  analysis.  We will perform the analysis only on
your written authorization.

      6.   EXPORT.

           (a) You will comply with all U.S. export laws and will cooperate with
      us as specified below to enable us to comply. If we have reason to believe
      that the  classification  export  documents  provided by you, or any other
      aspect of the  export  is  incorrect,  we will  suspend  shipment  without
      liability  or further  obligation  to you until you correct the problem to
      our satisfaction.

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          (b)  Each  purchase  order  you  place  with us will  constitute  your
     certification  that  the  recipients   (whether  a  company  or  individual
     identified by you ) of the Products, Optional Publications  and any other
     materials distributed by us pursuant to that purchase order are not:

               (1) Residents or nationals of embargoed countries; or

               (2) Embargoed or proscribed  Controlled-in-Fact  (CIF) customers;
          or

               (3)  Residents  or nationals of  Coordinating  Committee  (COCOM)
          proscribed countries; or

               (4)  Engaged  in  proscribed  nuclear,  chemical,  biological  or
          missile technology uses or applications; or

               (5) Listed on the U.S.  Department  of  Commerce  Table of Denial
          Orders at the time of exportation; or

               (6)  Listed  as a  specially  designated  national  by  the  U.S.
          Department of Treasury; or

               (7) Listed as a debarred  party by the U.S.  Department of State;
          or

                (8) In any other way  prohibited  from  receiving your Products,
           Optional Publications or other materials.

           (c) You will be the exporter for shipments  from the United States to
      non-U.S.  locations, and we will be acting as your forwarding agent solely
      for export purposes. In order for us to perform our obligations under this
      Agreement,  you  grant to us a power of  attorney  to sign air  bills  and
      invoices on your behalf using information supplied by you.

           (d)  The  following  are  your  responsibilities  as  they  apply  to
      Exporting your Products outside of the United States:

                (1) Recipient Eligibility:  You will provide a recipient list to
           us with complete recipient name and address.  You will ensure that no
           recipients  are  prohibited   from   receiving   Products,   Optional
           Publications  or other  materials under this Agreement for any reason
           set forth in Section 6.(b).

               (2)  Documentation:  You will provide us with all export  license
          information  and other  necessary  information  before shipment occurs
          including:

                    (A) a description of the Products,  Optional Publications or
               other materials;

                    (B) the Export Control  Classification Number (ECCN) for the
               Products, Optional Publications or other materials; and

                    (C) the U.S. Schedule B or Harmonized Tariff Schedule number
               (HTS) for the Products, Optional Publications or other materials.



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                You will obtain export  licenses for the Products and provide to
                us copies of all applicable  documents  required for exportation
                including but not limited to:

                    (D) a GTDR  written  assurance  from each  recipient  if the
               Products,  Optional  Publications  or other  materials  are to be
               exported  under  a  General   License   General   Technical  Data
               Restricted-with  assurance (GTDR-with  assurance).  These written
               assurances  will be  provided  in  advance of any  shipment;  and
               updated  as  needed,  but in any  event  all  assurances  will be
               updated at least annually.

                    (E) an individual validated export license if required;

                    (F) U.S. Department of State Export License, U.S. Department
               of State Commodity Jurisdiction Decision or ECCN if the Products,
               Optional   Publications   or  other   materials   incorporate   a
               cryptographic algorithm.

                In the event that  content  addition  or  changes  to  Products,
                Optional   Publications  or  other   materials   require  export
                reclassification, you will provide updated export documentation.

           (e) [The following are Additional  Responsibilities  as they apply to
      orders  distributed from our facility in Cork,  Ireland ("Cork  Facility")
      with regard to Controlled Software:

                (1) In addition to the requirements set forth above, in order to
           comply  with  the  Irish  requirements,  you must  complete  the Cork
           Facility's classification  questionnaire for each controlled Software
           Product  and  return  it to the  [appropriate  agency  of  the  Irish
           government].  The [appropriate  agency of the Irish  government] will
           classify  the  Software  Product and keep the  questionnaire.  In the
           event  that  content  addition  or  changes  to  Products,   Optional
           Publications or other materials require export reclassification,  you
           will  notify  us  and  provide  an  updated   questionnaire   to  the
           [appropriate agency of the Irish government].  The Cork Facility will
           obtain any necessary Irish export licenses.]

     7.  PAYMENTS  AND  BILLING.  We will bill you for fees as  specified in the
price lists attached to the Statements of Work or, when applicable, our proposal
to you and payment is due at payment terms of Net 45 days.

      Fees  specified  in the  Statement  of Work or our proposal do not include
transportation charges (unless otherwise stated in the applicable price list) or
any taxes,  duties or other charges imposed by any  governmental  authority that
may be due.  You will be  responsible  for  payment  of any such  transportation
charges,  taxes,  duties  or  other  charges.  Prior to any  Products,  Optional
Publications  or other  materials  being  distributed  to an end user,  you will
provide us with an appropriate resale certificate, and instruct us not to charge
sales tax since you will charge any sales tax due on your  transaction with your
end user customer.

      Below are the parameters  under which prices can change for each Statement
of Work implemented during the term of this Agreement:


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           (a)  Prices  quoted  in  the  initial   Statement  of  Work,   except
      Publications,  will be  frozen  for 12 months  from  signing  the  initial
      Statement of Work.

           (b) Any change in Media volumes after  implementation  of a Statement
      of Work, will be priced from the applicable  price list or our proposal to
      you, if volumes warrant.

           (c) After the  initial  12-month  period  that this  Agreement  is in
      effect,  we may  increase  prices  in a  Statement  of  Work,  other  than
      Publications which are covered in Section 7.(d) below. However,  except as
      provided  below,  prices  initially  applicable  to any Statement of Work,
      other than  Publications,  will not  increase  during the second  12-month
      period that this  Agreement is in effect by more than the actual  increase
      of the  Manufacturing  Index found within the Employment  Cost Indexes and
      Levels,  as published by the U.S.  Department of Labor during that period.
      As an  exception  to this  increase  limit,  we may  increase  prices in a
      Statement of Work to reflect labor cost increases imposed on us by federal
      or state law or regulation.  Any such price increase will become effective
      on the same date that the mandated labor cost increase first affects us.

          (d)  Publications.  Pricing  for  Publications  is based  on  original
     Publication specifications provided by you. However,

                (1)   paper prices may be readjusted quarterly;

                (2) other  charges for printing and binding are fixed  annually,
           but labor costs may be increased more frequently as stated in Section
           7.(c); and

               (3)  prices  may be  adjusted  any  time  there  are  changes  in
          Publication specifications.

          The foregoing price parameters  assume  manufacturing and distribution
     work to be done in the United States.

          8.   LICENSE.   You   grant   to   us   a   no-charge,   royalty-free,
     non-transferable,  non-exclusive license to reproduce and distribute copies
     of your Programs,  Publications and other materials to the extent necessary
     for us to perform our obligations under this Agreement.

      9.   WARRANTY.

           (a)  General.        You represent and warrant the following:

                (1) That you are under no obligation or restriction  which would
           in any way interfere with or be  inconsistent  with your  obligations
           under this Agreement;

                (2) That you have or that third parties have licensed to you the
           intellectual  property rights,  including but not limited to patents,
           trademarks,  copyrights  and trade secrets to the Products,  Optional
           Publications  and other materials to perform your  obligations  under
           this Agreement and to grant the license to us herein; and


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                (3) That the Products,  Optional Publications or other materials
           do not infringe any intellectual  property rights,  including but not
           limited to patents,  trademarks,  copyrights and trade secrets of any
           third  party and that no  claims  or notice of claim of  infringement
           have been received by you.

           (b) Harmful  Code.  You also  represent and warrant that each copy of
      the Programs or updates or error  correction code, as provided to us, does
      not contain any code, programming  instruction or set of instructions that
      is intentionally constructed with the ability to damage, interfere with or
      otherwise  adversely  affect  computer  programming  code,  data files, or
      hardware without the consent of the computer user. You shall establish and
      enforce  procedures,  which shall be reviewed with us, at our request,  to
      prevent any such code, programming instruction or set of instructions from
      being  incorporated  into the Programs and shall promptly notify us of any
      knowledge or suspicion that any such elements have been incorporated.

           (c) Our  Warranty.  The Programs and  Publications  will be free from
      defect in  material  and  workmanship.  We will  replace  at no charge any
      Program or Publication due to defective  media or manufacture.  This shall
      be your sole remedy for defects. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS
      OR  IMPLIED,  INCLUDING  THE IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND
      FITNESS FOR A PARTICULAR PURPOSE.

      10.  INDEMNIFICATION.  You will  indemnify,  defend,  and hold us harmless
against any claims,  losses,  and  expenses,  including  attorney fees and other
costs of  litigation,  based on or arising out of any third party claim that any
Product,  Optional  Publication  or other  material  infringes  any third  party
intellectual property rights or for any breach by you of your warranties in this
Agreement.

      These indemnities are conditioned upon prompt written notice to you of the
claim  or  proceeding  subject  to  indemnification;  cooperation  by us at your
expense in the defense and  settlement of any such claim;  and mutual consent to
settlement or resolution of any such claim, which consent shall not unreasonably
be withheld.

     11.  INFORMATION.  Terms for exchange of confidential  information  will be
handled according to the Confidential  Non-Disclosure Agreement which you and we
will sign at the same time as this Agreement is signed.

      For all  information  which does not meet the definition of  "Confidential
Information" under the Confidential  Non-Disclosure  Agreement, no obligation of
confidentiality  of any kind is assumed by, or shall be implied against,  either
party  with  respect   thereto   regardless  of  whether  the   non-confidential
information  is received in the  Programs,  Publications  or some other form and
whenever  received  from the other party under this  Agreement or in  activities
related hereto.  Either party shall be free to use or disclose any  information,
concepts,   ideas,   know-how,   or  techniques  contained  in  non-confidential
information received under this Agreement,  subject only to valid copyrights and
patents owned or licensed by the party providing such information.


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      12. TERM AND TERMINATION.  Unless otherwise terminated as provided herein,
this  Agreement  shall be effective  from the date first written above and shall
remain  in force for three  years.  This  Agreement  shall  automatically  renew
thereafter for successive  periods of one (1) year each unless either of us give
notice of its  intent to  terminate  this  Agreement  not less than one  hundred
eighty  (180) days prior to the  expiration  of the initial  term or any renewal
term.  Not less than  sixty  days  prior to the end of the  initial  term or the
renewal term then in effect, we will propose to you the pricing to be applicable
to each Statement of Work during the next renewal term. Unless you object to our
proposed  pricing within ten (10) days after receipt,  the proposed pricing will
become  effective as of the beginning of the next renewal term. If you do object
within the ten day period, we will negotiate  mutually  acceptable  pricing with
you,  but if  prices  have not been  agreed  to by the date on which  notice  of
termination  must be given,  we will either agree to terminate  the Agreement or
continue the Agreement on a day-to-day basis while price negotiations continue.

           (a) Termination for Convenience. You may terminate this Agreement for
      convenience or for any other reason upon 180 days' prior written notice to
      us. We may  terminate  this  Agreement  for  convenience  or for any other
      reason upon 180 days' prior  written  notice to you. If we terminate  this
      Agreement for any reason other than as specified in Section  12.(b),  then
      during  the  180-day  notice  period we will  assist  you in finding a new
      vendor and will make every  reasonable  effort to make the transition from
      us to your new vendor a smooth one.

           (b) Termination for Cause.  Either party may terminate this Agreement
      by written notice if the other materially  breaches its obligations  under
      this Agreement.  Such a termination notice must specifically  identify the
      breach (or breaches) upon which it is based and will become  effective 180
      days  after  the  notice  is  received  by the  other  party,  unless  the
      breach(es) is (are) corrected during the 180 days.

           (c)  Termination of Statements of Work and Purchase  Orders.  You may
      terminate  a  Statement  of Work on 180 days'  written  notice to us or an
      individual  purchase  order  on 30  days'  written  notice  to us.  We may
      terminate  a  Statement  of Work on 180 days  written  notice to you or an
      individual  purchase order on 30 days' written notice to you if you do not
      meet  your  obligations.  Upon  termination,  we will  stop our work in an
      orderly manner as soon as practical.

           (d) Survival.  Neither  termination or expiration of this  Agreement,
      any Statement of Work or any purchase order shall have any effect upon the
      respective  rights and  liabilities of the parties in connection  with any
      work  we  previously  performed  or  that  were  in  process  on the  date
      termination became effective.  In particular,  you agree to pay us for all
      services we provide,  all costs  incurred in  connection  with services or
      Products,  Optional  Publications or other  materials we provide,  and any
      Products,  Optional Publications or other materials we deliver through the
      termination of the Agreement, Statement of Work, or purchase order, as the
      case  may be.  Payment  includes  any  charges  we  incur  in  terminating
      subcontracts or orders for raw materials.


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           Any terms of this  Agreement  which by their nature extend beyond its
      termination,  including the provisions of Sections 9, 10, 11, and 13, will
      remain in effect until fulfilled,  and apply to respective  successors and
      assignees.

      13.  GENERAL.

           (a) Freedom of Action.  Nothing in this  Agreement  shall prohibit or
      restrict  either  party  from  independently  developing,  acquiring,  and
      marketing  products,  services,  and other materials which are competitive
      with the products, services or materials of the other party.

           (b)  Limitations.         We shall have no liability to you:

                    (1)  For  any  third  party   actions   which  violate  your
               intellectual property rights, or

                    (2) For  non-payment  of license fees or service  charges by
               others.

      Except as set forth in Section  10,  neither  party shall be liable to the
      other for any indirect,  incidental,  special,  punitive, or consequential
      damages,  including  lost  profits,  regardless of the form of the action,
      whether in contract or tort (including negligence).  No action, regardless
      of form, arising out of this Agreement may be brought by either party more
      than two years after the cause of action has accrued.

          (c) Choice of Law. This Agreement will be governed by the  substantive
     laws of the State of Illinois.

           (d) Entire Agreement. This Agreement, together with any Statements of
      Work entered into by the parties from time to time during the term hereof,
      and purchase orders issued to us hereunder,  all of which are incorporated
      into  this  Agreement  by  this  reference,  are  the  complete  agreement
      regarding  these  transactions,  and  replace  any prior  oral or  written
      communication  between  us. If there is a conflict  between  terms in this
      Agreement and those in a Statement of Work,  the terms of the Statement of
      Work shall prevail over the terms of this  Agreement;  provided,  however,
      that all shipments of Products,  Optional  Publications or other materials
      shall be subject to Section 6 unless we agree to the contrary in a written
      document  which  specifically  states  that  Section 6 does not apply to a
      particular   shipment  described  therein  and  which  is  signed  by  our
      authorized representative.

           (e)  Severability.  If any provision of this  Agreement is held to be
      illegal,  unenforceable,  or in conflict with any law of any  governmental
      entity with  jurisdiction  over this  Agreement,  the other portions shall
      remain valid and enforceable.

           (f) Amendments in Writing.  No amendment,  modification  or waiver of
      any  provision  of this  Agreement  shall be  effective  unless it is in a
      writing executed by authorized representatives of both parties. No failure
      or delay by either  party in  exercising  any right,  power or remedy will
      operate as a waiver of any such right, power or remedy.

          (g) Notice.  Any notice  required or  permitted  under this  Agreement
     shall be made by telecopy,  express overnight courier service, charges paid
     by shipper, or certified or



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      registered mail,  postage prepaid and return receipt  requested,  provided
      that the same is  addressed  to the party to be notified at the  following
      address (or such other address,  or to the attention of such other person,
      as may be hereinafter designated in writing by the party to be notified):

                (1)   In the case of notices to us:

                         Banta Global Turnkey
                         1600 Disk Drive
                         P.O. Box 220
                         Plover, WI 54467-0220
                         Attn:      SPSS Contract Administrator
                         Telecopy Number:       (715) 341-0544

                (2)   In the case of notices to you:

                         SPSS Inc.
                         444 North Michigan Avenue
                         Chicago, IL 60611
                         Attn:
                         Telecopy Number:

           (h) Force Majeure.  Neither party shall be held liable for failure to
      fulfill its obligations under this Agreement, if such failure is caused by
      flood,  extreme  weather,  fire,  or  other  natural  calamity,   acts  of
      governmental agency, or similar causes beyond the control of such party.

           (i) Captions.  The  designation of a title, or a caption or a heading
      for any provision of this Agreement is for the purpose of convenience only
      and shall not limit or construe the contents of this Agreement in any way.

      IN WITNESS WHEREOF,  you and we have caused this Agreement to be signed by
our  authorized  representatives  to execute this Agreement as of the date first
written above.


BANTA GLOBAL TURNKEY                        SPSS INC.



By:   /s/ Dale Harbath                      By:   /s/ Edward Hamburg
 Authorized Signature                       Authorized Signature

Name (type or print): Dale Harbath          Name (type or print): Edward Hamburg

Title:     V.P. and General Manager         Title:     Executive Vice President



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                        Statement of Work
                          Prepared For:
                            SPSS Inc.
                              Date:
                Describing Work to be Performed by
                       Banta Global Turnkey
                at its Plover, Wisconsin Facility





The data in the Agreement shall not be disclosed  outside the Customer and shall
not be duplicated,  used, or disclosed in whole or in part for any purpose other
than to evaluate  the  Agreement,  provided  that if this  Statement  of Work is
executed by each party's Authorized Representative,  the Customer shall have the
right to  duplicate,  use, or disclose  the data to the extent  provided by this
Agreement.  This  restriction  does not limit the right of the  Customer  to use
information  contained in the data if it is obtained from another source without
restriction.



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   1.  DESCRIPTION.  This  Statement  of Work and any other  attachments  and/or
appendices  defines the scope of work to be accomplished by Banta Global Turnkey
("we" or "us") at our Plover,  Wisconsin facility ("BGT-Plover") under the terms
and conditions of the Software  Distribution  Agreement  dated as of Jan 3, 1997
("Agreement")  between  us and SPSS  Inc.  ("you").  If  accepted  by you,  this
Statement  of Work will be  incorporated  by  reference  into the  Agreement.  A
separate  Statement of Work with appropriate  attachments and/or appendices (the
"BGT-Ireland  SOW") defines the scope of work to be accomplished by us at one of
our facilities in Ireland  ("BGT-Ireland") under the terms and conditions of the
Agreement.

   All  capitalized  terms not defined in this  Statement of Work shall have the
meanings given to them in the Agreement.

   The following are incorporated in and made part of this Statement of Work:

      Appendix A - Publication Specifications
      Appendix B - Price List
      Appendix C - BGT -Plover Holidays

   2. PROJECT SUMMARY.  Your requirements are for the manufacture
of the Programs and the Publications listed on the purchase
orders you issue to us from time to time pursuant to Section 3 of
the Agreement and the distribution of the same in the United
States and worldwide locations.

   Except as stated  below,  Products,  Publications  and other  materials to be
distributed in the United States,  Canada,  South America and Latin America (the
"Western  Hemisphere")  will be manufactured in and distributed from BGT-Plover.
BGT-Plover will manufacture  those  Publications and other materials not shipped
from  BGT-Ireland,  replicate  the  Programs on the  specified  Media,  kit with
associated  Publications  and  marketing  materials,  and  distribute  to  those
recipients you designate that are located within the Western Hemisphere.

   Except as stated  below,  Products,  Publications  and other  materials to be
distributed   outside  the  Western  Hemisphere  will  be  manufactured  in  and
distributed from  BGT-Ireland  under the BGT-Ireland  SOW.  However,  we may (a)
manufacture some Publications and other materials at BGT-Plover and bulk ship to
BGT-Ireland,  and/or (b) manufacture  some  Publications  and other materials at
BGT-Ireland and bulk ship to BGT-Plover.  We and you will jointly evaluate which
higher volume Publications will be manufactured internationally.

   3. WORK SCOPE - NEW PRODUCT INTRODUCTION.

      (a) Verification Process - Western Hemisphere Distribution.  For Products,
Publications  and other  materials  which are to be  distributed  in the Western
Hemisphere,  you will either  deposit  master  Program images in digital form in
BGT-Plover's  E-Mail  mailbox on your  computer  system for later  retrieval  by
BGT-Plover  or, at your  option,  deliver  hard copy  master  Program  images to
BGT-Plover.  If the master images are deposited in digital form in  BGT-Plover's
E-Mail  mailbox and retrieved by BGT-Plover by 1:00 PM Central Time,  BGT-Plover
will transmit checksums to you the same day for approval.  Otherwise,  checksums
will be transmitted to you the next business day.

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      When you verify that the  checksums do match,  you will notify our Project
Manager and we can immediately  begin production of the Products.  If you verify
that the checksums match that same day, we can begin "same day" production. This
commitment  as to "same day"  production  will be  maintained  provided that the
number of images and/or masters we receive does not exceed 25 per day.

      We will provide Program  reproduction on open reel tape and tape cartridge
Media through Duplication Technology, a subcontractor. For these Media, you have
decided  to take the risk and not  have us  perform  verification.  Verification
turnaround time would be as mutually agreed if a verification  process for tapes
and cartridges is required in the future.

      You will provide typed printed label  specifications to us for Media label
verification.  We will fax printed Media label samples to you for  verification.
This same process will be followed for envelope and kit barcode labels.

      (b) General Availability.  Except as stated below, BGT-Plover will support
general  availability of each Product two (2) business days after receipt of the
last deliverable required for that Product. Deliverables are: specifications and
content for  Publications;  documents;  dongles;  completion of the verification
process described above (including  Media/barcode  label  verification);  serial
number  ranges;  and  bills  of  materials.  The day on  which  the  last of the
deliverables is received counts as day 0 due to auditing, receiving and assembly
functions.  For example, if the last deliverable is received on Monday,  general
availability would be the following Thursday (after two (2) business days). This
time frame can be negotiated  between you and us according to the volumes needed
to support general availability.

     The initial volume for general  availability will be negotiated between our
respective  Project  Managers,  but will not exceed the  quantities set forth in
Section  4.(a)(2) below.  Initial volume  projections on new Products or upgrade
releases  will be  provided  by you 21  business  days prior to first  shipment.
Significant  increase in volumes within 10 business days prior to first shipment
can impact our ability to meet initial shipment  volumes.  If you cannot provide
volumes, we will project those volumes and notify you for build approval. Except
as stated below,  weekend and holiday work to  accommodate  volume  requirements
will be charged to you at a price  negotiated  between  our  respective  Project
Managers.  However,  any  Saturday  worked at month end or quarter  end which is
neither a holiday nor the day  following a holiday will be charged at the normal
rates stated in Appendix B.

      Product tables are to be supplied to us  electronically  on a daily basis.
We will install the product tables within 12 hours of receipt.

      (c) Diskette  Specifications.  We will  manufacture your Programs on black
high density (HD) 3.5" diskettes.  The supported formats are DOS, Windows, OS/2,
MacIntosh,  UNIX and mainframe.  External serial numbers are required on some of
the  diskette  labels.  We will  provide  all  serial  number  ranges.  Internal
serialization  and  encryption  is not  required.  All  disks are to be in write
enabled mode.

<PAGE>

      The diskette specifications are:

        -     100% media certified
        -     missing bit clip level = 60%
        -     extra bit clip level = 20%
        -     receiving and inspection testing to an Acceptable Quality
              Level (AQL) less than 0.65%

      (d) CD-ROM  Replication.  You will  provide us with CD-ROM  masters of all
Programs to be reproduced on CD-ROM.  We will provide  Program  reproduction  on
CD-ROM through either Rimage Corporation or Imation Corporation, subcontractors.

      (e) Media Label  Specifications.  Diskette labels will be 1 color,  Rimage
printed  labels.  We will use your  supplied  specifications  for font style and
color.  One diskette  label per diskette  assembly may be  serialized.  Diskette
label  text  may  include  the  production  date,  e.g.  04JAN94;  the  diskette
identifier, e.g., B1; the product version number, e.g., V6.0; the diskette name,
e.g.,  Windows Base System; and the diskette assembly number,  e.g.,  SP8048001.
All text and any logo will be  printed  at time of  replication.  Generic  white
stock will be used.  Copyright  information is also included.  Restricted rights
text is not required.

      Open reel tape and tape  cartridge  labels will be 1 color,  Zebra 300 dot
per inch (dpi)  labels.  Open reel tape and tape  cartridge  labels  will not be
serialized. Internal serialization and encryption is not required.

      (f)   Tape Specifications. We will replicate your mainframe
Programs on one or more of the following, as directed by you:

   -     9-track  tape will be stocked at 1600 BPI;  6250 BPI will be  available
         only on special request in order to minimize inventory.
   -     1/4" cartridge
   -     TK50 cartridge
   -     1/4" HP IOTAMAT
   -     8MM cartridge
   -     4MM cartridge

      (g)   Label Artwork and Publications Postscript Input
Specifications.   You will provide CRC or PostScript files as
input for label artwork and Publications to be manufactured by
us.  When label or text artwork is submitted in electronic
format, a hardcopy (draft) with "instructions" and color break
(where applicable) must also be provided.  "Instructions"
include:

   -     Copy alignment
   -     Pagination
   -     Information relative to bleeds, screens, position of
         half-tones, etc.

      We will manufacture your Publications per the  specifications  outlined in
Appendix A or, if  applicable,  our quote.  You will be provided with proofs for
review and signoff.  Turn around time for  Publications is approximately 3 weeks
from receipt of the required CRC or

<PAGE>

PostScript files and  instructions,  unless negotiated on an individual basis by
our  respective  Project  Managers.  Any overtime  charges due to shortened lead
times will be cleared through you in advance.  All Publications prices are based
on your having furnished PostScript files.

      Bulk shipments of Publications  to destinations  outside the United States
will be fulfilled based upon the  availability  of Publication  inventory or the
turn around time to obtain additional Publication inventory.

     (h)  Pricing.  Appendix  B contains  a price  list for the  services  to be
performed  under this  Statement of Work.  Prices may be modified as provided in
the Agreement.

   4. WORK SCOPE - PRODUCTION

      (a)   Order Processing - Western Hemisphere Distribution.

                  (1) For Products,  Publications  and other materials which are
         to be distributed in the Western Hemisphere, all orders will be sent to
         BGT-Plover  and  confirmed  via  Electronic  Data  Interchange  ("EDI")
         utilizing the ANSI EDI X.12 standard.

                           (A) You shall use the 850 Purchase Order  transaction
                  set to place an order.  Each 850 transaction set shall contain
                  the  information  specified in Section  4.(c)  below.  We will
                  check each 850 transaction  set received to determine  whether
                  it duplicates a previously received transaction set.

                           (B) We shall  use the 997  Functional  Acknowledgment
                  transaction  set to indicate  receipt of your  order.  The 997
                  transaction  set  is  not  "contents  sensitive";   it  simply
                  acknowledges that an 850 transaction set was received by us.

                           (C) We shall use the 810 Invoice  transaction  set to
                  confirm shipment and to invoice you.

                  (2)  You  estimate  order  activity  at up to 200  orders  per
         business  day,  increasing  to as many as 500 orders per day during the
         last  week of the  month,  and  increasing  to as many as 1,500  orders
         (4,000  kits) per day during the last week of each  quarter.  Note:  an
         average end user order will consist of three (3) kits. Rush orders have
         priority over non-rush orders.  Non-rush orders have priority over bulk
         and mass update orders.

                  (3)   Normal hours of order receipt by BGT-Plover will
         be Monday through Friday, 8:00 A.M. to 5:00 P.M. Central
         Time with the exception of the holidays noted in Section
         4.(b)(4).  During month end and new product releases, the
         parties will negotiate additional hours for order receipt if
         needed.  We will provide customer order inquiry through 5:00
         P.M. Central Time.

                  Except during  "Exception  Periods"  (defined  below),  orders
         placed with  BGT-Plover  will be processed  through  3:00 P.M.  Central
         Time.  Orders received at BGT-Plover by 2:00 P.M.  Central Time will be
         processed  and delivered to the  appropriate  carrier that same day, so
         long as the orders are  received in a continual  flow not to exceed the
         daily

<PAGE>

          volumes noted below. Orders received after 2:00 P.M. will be processed
          on a first in,  first out basis with every  reasonable  effort made to
          process and ship the same day as well.  The "Same Day Ship" charge set
          out in Appendix B will be assessed  against all orders  received after
          2:00 P.M. and shipped the same day. Rush orders  received in this time
          frame will take priority over non-rushes.  Those orders not making the
          carrier pickup cut-off will ship the next business day.

                  During "Exception  Periods",  i.e., end of the month, end of a
         quarter,  end of the year,  etc.,  product  orders  will be received by
         BGT-Plover  from 8:00 A.M.  until 7:00 P.M.  Central Time.  During each
         Exception Period,  you will make available to us by telephone from 8:00
         A.M. until 8:30 P.M. Central Time each day those personnel necessary to
         enable us to clarify any  questions  that may arise  concerning  orders
         received. During each Exception Period, we will use our best efforts to
         process  all  orders  received.  You will  provide  us with  forecasted
         volumes  15 days  prior to  month  end or  quarter  end  ("Quarter  End
         Forecast"), as the case may be. If we make the projection,  you will be
         notified of build  levels and asked for  concurrence.  Except as stated
         below, weekend and holiday work to meet above average month end volumes
         or quarter end volumes in excess of the average  month end volumes will
         be charged to you at a price negotiated  between our respective Project
         Managers.  However,  any  Saturday  worked at month end or quarter  end
         which is  neither a holiday  nor the day  following  a holiday  will be
         charged at the normal rates stated in Appendix B.

                  Processing  turnaround  during month end Exception  Periods in
         excess of the month end  commitment of 500 orders or 1,500 kits per day
         will be negotiated between our respective Project Managers.

                  You acknowledge that we will have to add additional  personnel
         on a temporary  basis to meet quarter end Exception  Period  volumes in
         excess of 500 orders or 1,500 kits per day.  In order to ensure  proper
         staffing  levels,  we will  require  accurate  and  timely  information
         concerning  the  volumes  of orders  to be  shipped.  Accordingly,  our
         commitment   concerning   processing   turnaround  during  quarter  end
         Exception  Periods up to the quarter end  commitment of 1,500 orders or
         4,000 kits per day applies  only when all of the  following  conditions
         are satisfied for the quarter end in question:

                           (A) We must receive the Quarter End Forecast no later
                  than 15 days prior to quarter end.

                           (B)   Our quarter end commitment extends only up
                  to the volume stated in the applicable Quarter End Forecast.

                           (C)   Eighty percent of all orders placed each day
                  during the quarter end Exception Period must be
                  received by 11:00 A.M. Central Time.

                           (D)  No  bulk  orders  or  orders  requiring  special
                  packing will be processed.

<PAGE>

      (b)   Order Processing - General.

                  (1)  Each  party  will  be  responsible  for  maintaining  the
         appropriate  access to its EDI supplier to permit EDI  transactions and
         any costs  associate with such access.  You will be responsible for any
         costs incurred  (developmental  costs,  software costs) in establishing
         the requisite EDI interfaces  with BGT-Plover  (e.g.,  date mapping and
         transaction  generation).  You  will  provide  the  requisite  computer
         hardware  and  software to support the order entry  program to transmit
         orders  to  us.  You  will  also  be  responsible   for  ensuring  that
         BGT-Plover's  ability to retrieve orders and other information from its
         E-Mail  mailbox  which  is  established  on  your  computer  system  is
         unimpaired at all times.

                  (2) Bulk and mass update  orders will have  specific  delivery
         dates  assigned to them and not be subject to the  earlier  noted order
         receipt and shop  commitment.  We will  fulfill  mass update  orders as
         follows:

less than 100 orders       or less than 300 kits:    within 5 business days
100-2,000 orders           or 300-6,000 kits:        within 15 business days
2,000-3,000 orders         or 6,000-9,000 kits       within 20 business days

                  (3) You will  denote a  requested  ship  date in the  comments
         field for each bulk order that gives us  approximately  5 business days
         to ship.  Commit ship dates for bulk orders will be negotiated  between
         our respective  Project Managers based on size and requested ship date.
         We will use our best efforts to meet that requested ship date.  Weekend
         or  overtime  work  will be at a  premium  charge  to you as  stated in
         Appendix  B. You will  designate  either air or boat as the carrier for
         each order.

                  (4) You will be closed during your scheduled holidays and will
         not be  sending  orders to us.  BGT-Plover  will be closed  during  its
         scheduled holidays and will not be receiving or filling orders on those
         days.  BGT-Plover's scheduled holidays for calendar years 1996 and 1997
         are set forth in Appendix C.

         Banta Global  Turnkey-Plover  will advise you of its scheduled holidays
         during each year after 1997 that the Agreement remains in force.

                  (5) You will  provide a master  product  item table which will
         contain  your  part  number  for  each  Product,  Publication  or other
         material we will be manufacturing  and  distributing;  a description of
         each of the foregoing;  bill of material  explosion  detail for each of
         the foregoing;  and applicable customs values.  This table will be used
         to  generate  the  packing  slip  that is  included  with  the  Product
         shipment.  The master product table will be transmitted  electronically
         daily.  The master  tables for  international  shipments  will  include
         sufficient customs value detail by commodities listed below:

         -        Explicit product descriptions
         -        Declared customs value for media
         -        Declared customs value for Publications
         -        Declared customs value for dongles

<PAGE>

         -        Harmonization codes (harmonization codes are used in
                  harmonization  Tariff  Schedules  which  are also used for the
                  classification of merchandise for rate of duty and statistical
                  purposes).

                  (6) The  packing  slip  shipped  with each order will show the
         ship  detail  for the  entire  shipment  rather  than the  content of a
         particular carton.

                  (7) Some  documents  will be printed on forms provided by you.
         These include encryption letters and various informal documents.

                  (8)  Encrypted   information  (key,  expiration  date,  system
         platform)  will  be  included  in the  applicable  850  Purchase  Order
         transaction set. The encryption letter will be placed inside the order.

      (c)   Purchase Order Transaction Set.  Each 850 Purchase
Order transaction set you build will include traditional order
information such as:

         -        Purchase order number
         -        Customer ID
         -        Ship to address
         -        Bill to address
         -        Carrier details - carrier, service level, COD
         -        Date of origin
         -        Purchase order reference
         -        Ship instructions
         -        Line item detail (product description, your part number
                  and order quantity)
         -        Originator ID
         -        "Rush order flag" for shipping
         -        "Bulk order flag" for shipping
         -        International order flag

   You will also provide details with regard to the following items:

         -        OEM customer ID - uniquely identifies you to us
         -        Encryption flag and details - encryption key,
                  expiration date, system platform

      (d)  Weekly  and  Monthly  Inventory.  We will  provide  you with a weekly
inventory report, both in electronic format and in hardcopy,  which will contain
such information,  and be in such format, as may be mutually agreed. he hardcopy
inventory  report  will  be  sent  by  overnight  delivery  service.  Additional
information on the weekly  inventory report will be at a charge to you that will
be negotiated between our respective Project Managers.

      We will also provide you with a monthly  usage  inventory  report for each
calendar month which will contain such  information,  and be in such format,  as
may be mutually agreed. This inventory report will be sent by overnight delivery
service. Additional information on the monthly usage inventory report will be at
a charge to you that will be negotiated between our respective Project Managers.

<PAGE>

                  (e) Weekly Returns Reports.  At your request,  we will provide
         you with a returns report on refused and undeliverable shipments.  This
         report will contain such information,  and be in such format, as may be
         mutually  agreed.  Additional  information on the weekly returns report
         will  be at a  charge  to you  that  will  be  negotiated  between  our
         respective Project Managers.

         All other returns will be handled by you.

                  (f) Other  Reports.  In addition to the reports  described  in
         Sections 4.(d) and 4.(e) above,  we will continue to provide to you the
         following reports,  in the format currently in use for each such report
         and containing the information  currently provided in each such report,
         at no charge to you:

         -  Value Added Report
         -  Reorder Point Report
         -  Invoice Report

          Any additional reports requested will incur programming charges at our
          standard  hourly  rates  then in  effect,  as will any  changes to the
          format or content of the current reports.

                  (g)  Encryption  Letters.  Several  of your  Products  require
         encryption   letters,   and  certain  future   Products  (such  as  all
         Windows-based  Products  commencing with Version 7.5) will as well. The
         encryption  letter is built from the detail  provided in the applicable
         850 Purchase Order transaction set. The encryption letter is to the end
         user to instruct them as to the encryption key, the expiration date and
         the system platform. We will print these letters on letterhead supplied
         by you.

                  (h)  Master  Images  Older  Than 4 Months  That  Have Not Been
         Ordered. We will archive master Program images older than 4 months that
         have not been  ordered.  Should  there be an order for a Program  image
         that has been archived, the Program image will be reloaded. The minimum
         turnaround  time for us to fulfill these orders will be 2 business days
         longer than the turnaround time for a standard order.

                  (i)   Obsolete Parts List. You will supply us with
         obsoleted parts lists to help manage product tables and
         inventory.

     5. PRODUCT PART NUMBER AND BARCODE LABELS. We have your approval to place a
barcode label and your part number on each component of your Products,  Optional
Publications or other materials.

     6.  PROJECT  MANAGEMENT.  Our  respective  Project  Managers  will  conduct
conference  calls at least  weekly to discuss new product  releases,  forecasts,
sales promotions, end of month projections, inventory, bulk orders, mass updates
orders, etc.

     7.  COPYING  DOCUMENTS.  We will  copy  documents  at the  price set out in
Appendix B.

<PAGE>

     8. TEAR DOWNS.  If at any time you require us to disassemble  existing kits
for any reason  other than to correct an error that was caused  entirely  by our
acts or omissions,  we will charge you for doing so at our then current rate for
time and materials.

     9. OUR ADDITIONAL  RESPONSIBILITIES.  The following responsibilities are in
addition to those specified in the Agreement:

                  (a) We will  ensure that all  packaging  will be done in a way
         that  does  not  identify  us as the  packager  or  shipper.  Packaging
         includes product and shipping materials.

                  (b) When notified  within 45 days of order  shipment,  we will
         replace orders free of charge for the following reasons:

         -        defective media or Publications produced by BGT-Plover,
                  when the defect was created by us
         -        orders lost in transit, excluding boat shipments
         -        orders we fill incorrectly

                  (c) We will file a claim on your behalf  with the  appropriate
         common carrier for any damaged order.

                    (d) C.O.D. checks will be sent to your lockbox in Chicago.

     10. YOUR ADDITIONAL RESPONSIBILITIES. The following responsibilities are in
addition to those specified in the Agreement and are to be provided at no charge
to us:

                  (a) You will  provide  all  necessary,  mutually  agreed  upon
         Product  components,  including  computer  programming  code in machine
         readable format for the Programs and the Publications.

                  (b) You will have  phone  support  available  to  assist  with
         problems preventing  manufacture or distribution of Products,  Optional
         Publications or other materials.

                  (c) You  will  be  responsible  for  authorizing  and  sending
         replenishment  orders.  We will  work with you to  define  minimum  and
         maximum levels. We will monitor component levels on hand and notify you
         of diminishing quantities of components via the Reorder Point Report.

                  (d) You will immediately notify us of any condition that might
         affect  manufacture or shipment of Products,  Optional  Publications or
         other  materials.  You will  provide  any  corrections  that will allow
         manufacture or shipments to continue.

     11. PAYMENT AND BILLING.  The prices associated with this Statement of Work
are based on  volumes,  specifications,  and samples of the  Products,  Optional
Publications or other materials which you have provided.  Therefore,  the prices
will change if any of these factors change.

<PAGE>

     If you supply  erroneous  information  for an order and we are  required to
remanufacture  Products,  Optional  Publications or other  materials,  or send a
replacement  shipment,  we  will  bill  you for  the  additional  manufacturing,
assembly, distribution and freight charges.

   Production  run  charges,   i.e.,   charges  for   manufacture  of  Programs,
Publications and labels,  and charges for packaging and freight,  will be billed
as they are incurred.  All other charges will be billed  monthly and are due and
payable  at terms of Net 45 days.  Past-due  invoices  are  subject to a service
charge,  calculated on the outstanding balance, at the lesser of (a) the rate of
2% per month or (b) the highest legal rate authorized by applicable law.

   Notwithstanding the payment terms stated above, if you at any time exceed the
credit we establish for you from time to time, we may demand  payment in full of
all amounts in excess of the then current credit limit, or require other payment
arrangements  satisfactory  to us,  and we may cease  all work  then in  process
without liability to you until such payment is received.

   IN WITNESS WHEREOF,  the parties hereto have caused this Statement of Work to
be executed by their respective Authorized Representatives.

Banta Global Turnkey                   SPSS Inc.

ACCEPTED AND AGREED TO:                ACCEPTED AND AGREED TO:


By: /s/ Dale Harbath                   By: /s/ Edward Hamburg
Name (type or print): Dale Harbath     Name (type or print): Edward Hamburg

Title: V.P. and General Manager        Title: Exec. Vice President

Date: 1/3/97                                   Date:   13 January 1997

BGT-Plover address:                            SPSS Address:

1600 Disk Drive                                      444 North Michigan Avenue
P.O. Box 220                                         Chicago, IL 60611
Plover, WI 54467-0220                                Phone: (312) 329-2400
Telephone:  (517) 341-0544                           Fax:   (312) 329-3558
Fax:  (715) 341-0874




<PAGE>




             Appendix A:  Publication Specifications

Publication Specifications

The following  variations in quantity will be applied to the base order quantity
to   define   over/under   shipments.   These   quantity   variations   will  be
charged/deducted at the per unit price:

                 Publication Quantity Variations

Quantity Ordered,                           Quantity Variation

Up to 5,000,                                         5%
5,001 to 10,000,                                     4%
10,001 to 25,000,                                    3%
25,001 to 50,000,                                    2%


CRC or PostScript files will be forwarded to:


         Banta Global Turnkey
         1600 Disk Drive
         P.O. Box 220
         Plover, WI 54467-0220
         Attention: _______________

         The price to convert the  PostScript  files to  negatives  is listed in
         Appendix B.

Base Publication Specifications

         Page Size                               s7-3/8" x 9"
         Binding (less than 104 pgs.)            Saddle stitch
         Binding (104 pgs or more)               Perfect bound
         Text Stock                              50# IBM stock
         Cover Stock                             80# Vintage Velvet stock
         Cover Prints                            Black plus one PMS, full
                                                 coverage, with bleeds
         Cover Lamination                        Film, one side
         Drilling                                None
         CRC                                     SPSS provides PostScript on
                                                 diskette including all unique
                                                 customer fonts
         Proof                                   Blueline text, colorkey covers
         Final Packaging                         Bulk in cartons
         Pallet Size                             40" x 80" or as required



<PAGE>



                             Appendix B: Price List
Assumptions:

Prices for the work  described in this  Statement  of Work are  contained in the
following pages. Volumes listed are an estimate for a full year period, based on
actual shipping volumes.  Any changes to the specifications in this Statement of
Work required by SPSS, or any change to the other  assumptions  underlying  this
price list, will cause this price list to be revised.

Conversion of PostScript Files to Negatives:

Publications prices shown in the attached pricing grids do not include the price
of converting PostScript files to negative.

Conversion of PostScript files to negative is $3.15/text page.

Author's alterations at blue print state: $10.40/page.

Shipping:

SPSS will pay for insurance on all  shipments  from the United States to foreign
destinations.




<PAGE>



                Appendix C:  BGT - Plover Holidays

                          1996 Holidays
Holiday             Date             Holiday                      Date

New Year's Day      January 1    Thanksgiving Day              November 28
Good Friday         April 5      Day After Thanksgiving        November 29
Memorial Day        May 27       Christmas Eve                 December 24
Independence Day    July 4       Christmas Day                 December 25
Labor Day           September 2  New Year's Eve                December 31

                          1997 Holidays

Holiday             Date              Holiday                    Date
New Years Day       January 1    Thanksgiving Day             November 27
Good Friday         March 28     Day After Thanksgiving       November 28
Memorial Day        May 26       Christmas Eve                December 24
Independence Day    July 3 & 4   Christmas Day                December 25
Labor Day           September 1  New Year's Eve               December 31




<PAGE>




Item                                   12 Month           Unit      Potential
Description                          Est Volume        Price ($)    Price
Disks*:
3.5" HD                                  325000             0.72    $234,000.00
1/2" Tape
600'                                         58            11.75        $681.50
1200'                                        14            14.00        $196.00
2400'                                        20            16.50        $330.00
QIC 120                                     335            26.00      $8,710.00
8mm                                         229            24.50      $5,610.50
4mm                                         248            23.50      $5,828.00
TK50                                         37            32.50      $1,202.50
IOTAMAT HP Cartridges:
150'                                         35            28.50        $997.50
600'                                         35            34.00      $1,190.00

CD's
2/color label, tyvek sleeve, 7-day turn  20,000             0.82     $16,400.00
3-Day Mastering Charge - Under 5,000                                    $650.00
2-Day Rush Mastering Charge (addl)                                      $325.00
1-Day Rush Mastering Charge (addl)                                      $500.00
Setup for runs of less than 1,000                                       $176.00

Shrinkwrap per unit                    N/A                  0.02
Barcode Labels (labels & overprint)    N/A                  0.05
Physical  Inventory charges         SPSS supplied
                                    component                 $5.00 per location
Physical  Inventory charges         Banta supplied
                                    component                 $2.50 per location






<PAGE>



Item (Kitting Family)            12 Month Estimated Volume      Price
PC+                                     1,200                    $2.40
Windows                                 76,000                   $2.53
MAC/OS2                                 10,600                   $3.68
Mainframe                               2,000                    $2.78
Windows Developers Kit                  150                      $2.08
SYSTAT                                  4,400                    $2.14
Graduate                                8,500                    $1.45
Third Party Software Kits               3,000                    $1.38
Training Guides                         4,500                    $0.40
Upgrades Kits                           5,700                    $1.62
Books Kits                              200                      $0.16
Marketing Inserts                       55,000                   $0.74
QIAnalyst                               4,000                    $2.08
Software Envelope Assemblies                                     $0.45
Mass Upgrades                                                    $0.45


Item                             12 Month Estimated Volume      Price
Bulk Packaging                          N/A                      $0.15
Boxes/Box Sleeves                       N/A                   To be priced based
                                                              on specifications
Order processing (Advantis orders -     48,500                   $3.25
receipt and confirmation)
Same Day Shipment                                                $1.00
(All orders shipped after 2:00 p.m.;
monthend/quarter ends would start
at 6:00 p.m.)
COD Order Processing Fee                                         $2.25
Export Order per Shipment                                        $4.25
Warehousing for pubs, kits,                                7.70/pallet/component
SPSS cartons, individual                                   except for disks,
SPSS components by location                                tapes, copydocs,
                                                           cartons, and packing
                                                           materials
Photocopying per Impression            100,000             $0.05
Project Management                 (billed monthly)        $70,000
Non-standard Carrier Fee
per Shipment                        N/A                      $7.00
Palletizing Charge:
Includes pallet, braces,                                     $9.96
stretchwrap, top and bottom sheet.



<PAGE>



                                Statement of Work
                                  Prepared For:
                                    SPSS Inc.
                                      Date:
                       Describing Work to be Performed by
                              Banta Global Turnkey
                        at One of its Ireland Facilities





The data in the Agreement shall not be disclosed  outside the Customer and shall
not be duplicated,  used, or disclosed in whole or in part for any purpose other
than to evaluate  the  Agreement,  provided  that if this  Statement  of Work is
executed by each party's Authorized Representative,  the Customer shall have the
right to  duplicate,  use, or disclose  the data to the extent  provided by this
Agreement.  This  restriction  does not limit the right of the  Customer  to use
information  contained in the data if it is obtained from another source without
restriction.




<PAGE>



     1.  DESCRIPTION.  This Statement of Work and any other  attachments  and/or
appendices  defines the scope of work to be accomplished by Banta Global Turnkey
("we" or "us") at one of our  facilities  in Ireland  ("BGT-Ireland")  under the
terms  and  conditions  of  the  Software  Distribution  Agreement  dated  as of
___________________, 1997 ("Agreement")  between  us and SPSS Inc.  ("you").  If
accepted by you, this Statement of Work will be  incorporated  by reference into
the Agreement. A separate Statement of Work with appropriate  attachments and/or
appendices (the  "BGT-Plover  SOW") defines the scope of work to be accomplished
by us at our  Plover,  Wisconsin  facility  ("BGT-Plover")  under  the terms and
conditions of the Agreement.

     All capitalized  terms not defined in this Statement of Work shall have the
meanings given to them in the Agreement.

     The following are incorporated in and made part of this Statement of Work:

          Appendix A - Publication Specifications

          Appendix B - Price List

     2.  PROJECT  SUMMARY.  Your  requirements  are for the  manufacture  of the
Programs and the Publications listed on the purchase orders you issue to us from
time to time pursuant to Section 3 of the Agreement and the  distribution of the
same in the United States and worldwide locations.

          Except as stated below, Products,  Publications and other materials to
     be distributed outside the Western Hemisphere (as hereinafter defined) will
     be manufactured  in and  distributed  from  BGT-Ireland.  BGT-Ireland  will
     manufacture  those  Publications  and  other  materials  not  shipped  from
     BGT-Plover,  replicate  the  Programs  on the  specified  Media,  kit  with
     associated  Publications and marketing  materials,  and distribute to those
     recipients you designate that are located outside the Western Hemisphere.

          Except as stated below, Products,  Publications and other materials to
     be  distributed  in the United  States,  Canada,  South  America  and Latin
     America (the "Western  Hemisphere") will be manufactured in and distributed
     from BGT-Plover under the BGT-Plover SOW.  However,  we may (a) manufacture
     some  Publications  and  other  materials  at  BGT-Plover  and bulk ship to
     BGT-Ireland,  and/or (b) manufacture some  Publications and other materials
     at  BGT-Ireland  and  bulk  ship to  BGT-Plover.  We and you  will  jointly
     evaluate   which   higher   volume   Publications   will  be   manufactured
     internationally.

         3.       WORK SCOPE - NEW PRODUCT INTRODUCTION.

               1.  Verification  Process  -  Distribution  Outside  the  Western
          Hemisphere.  For Products,  Publications and other materials which are
          to  be   distributed   outside  the  Western   Hemisphere,   you  will
          electronically   transmit   master  Program  images  to  Banta  Global
          Turnkey-Ireland.  BGT-Ireland will transmit  checksums to you the next
          day for  approval.  When you verify that the  checksums do match,  you
          will notify our Project Manager and  BGT-Ireland can begin  production
          of the Products.

                  BGT-Plover will provide Program reproduction on open reel tape
         and  tape  cartridge   Media  for   BGT-Ireland   through   Duplication
         Technology, a subcontractor.  For these Media, you have decided to take
         the risk and not have us perform verification.  Verification turnaround
         time would be as mutually  agreed if a  verification  process for tapes
         and cartridges is required in the future.

                  You will provide typed printed label  specifications to us for
         Media label verification.

                  2. General Availability.  Except as stated below,  BGT-Ireland
         will support general availability of each Product two (2) business days
         after  receipt  of the last  deliverable  required  for  that  Product.
         Deliverables   are:   specifications   and  content  for  Publications;
         documents;  dongles;  completion of the verification  process described
         above  (including  Media/barcode  label  verification);  serial  number
         ranges;  and  bills  of  materials.  The day on  which  the last of the
         deliverables is received counts as day 0 due to auditing, receiving and
         assembly functions. For example, if the last deliverable is received on
         Monday, general availability would be the following Thursday (after two
         (2) business days).  This time frame can be negotiated  between you and
         us according to the volumes needed to support general availability.

<PAGE>

                    The  initial  volume  for  general   availability   will  be
               negotiated between our respective Project Managers,  but will not
               exceed  the  quantities  set  forth in  Section  4.(a)(2)  below.
               Initial volume  projections  on new Products or upgrade  releases
               will be provided by you 21 business days prior to first shipment.
               Significant  increase in volumes within 10 business days prior to
               first  shipment can impact our ability to meet  initial  shipment
               volumes.  If you cannot  provide  volumes,  we will project those
               volumes  and  notify  you for  build  approval.  Except as stated
               below,   weekend  and   holiday   work  to   accommodate   volume
               requirements will be charged to you at a price negotiated between
               our respective Project Managers.  However, any Saturday worked at
               month end or quarter  end which is neither a holiday  nor the day
               following a holiday will be charged at the normal rates stated in
               Appendix B.

                    Product  tables  are  to be  supplied  to us  electronically
               (i.e.,  via E-Mail) as new products are made  available to us. We
               will  install  the  product  tables  within  3  business  days of
               receipt.

               3. Diskette Specifications.  We will manufacture your Programs on
          black high  density  (HD) and low  density  (LD) 3.5"  diskettes.  The
          supported formats are DOS,  Windows,  OS/2,  MacIntosh,  UNIX and main
          frame.  External  serial  numbers are required on some of the diskette
          labels.   We  will  provide  all  serial   number   ranges.   Internal
          serialization  and encryption is not required.  All disks are to be in
          write enabled mode.

                  The diskette specifications are:

                    -        100% media certified
                    -        missing bit clip level = 60%
                    -        extra bit clip level = 20%
                    -        receiving and inspection testing to an Acceptable
                             Quality Level (AQL) less than 0.65%

                    1. Media  Label  Specifications.  Diskette  labels will be 1
               color,   Rimage  printed  labels.   We  will  use  your  supplied
               specifications  for font style and color.  One diskette label per
               diskette  assembly  may be  serialized.  Diskette  label text may
               include  the  production   date,  e.g.   04JAN94;   the  diskette
               identifier, e.g., B1; the product version number, e.g., V6.0; the
               diskette  name,  e.g.,  Windows  Base  System;  and the  diskette
               assembly number, e.g.,  SP8048001.  All text and any logo will be
               printed at time of replication. Generic white stock will be used.
               Copyright information is also included. Restricted rights text is
               not required.

                           Open reel tape and tape  cartridge  labels  will be 1
                  color, Zebra 300 dot per inch (dpi) labels. Open reel tape and
                  tape  cartridge  labels  will  not  be  serialized.   Internal
                  serialization and encryption is not required.

                    4. Tape  Specifications.  We will  replicate  your mainframe
               Programs on one or more of the following, as directed by you:

               -    9-track  tape will be stocked at 1600 BPI;  6250 BPI will be
                    available  only on  special  request  in order  to  minimize
                    inventory.
               -    1/4"  cartridge
               -    TK50  cartridge
               -    1/4"  HP IOTAMAT
               -    8MM cartridge
               -    4MM cartridge

          5. Label Artwork and Publications Postscript Input Specifications. You
     will  provide  CRC or  PostScript  files as input  for  label  artwork  and
     Publications  to be  manufactured  by us.  When  label or text  artwork  is
     submitted in electronic format, a hardcopy (draft) with  "instructions" and
     color  break  (where  applicable)  must  also be  provided.  "Instructions"
     include:

          -        Copy alignment
          -        Pagination
          -        Information relative to bleeds, screens, position
                   of half-tones, etc.

                  We will manufacture your  Publications per the  specifications
         outlined  in  Appendix  A or, if  applicable,  our  quote.  You will be
         provided  with  proofs for review


<PAGE>

          and signoff.  Turn around time for  Publications  is  approximately  3
          weeks  from  receipt  of the  required  CRC or  PostScript  files  and
          instructions,   unless  negotiated  on  an  individual  basis  by  our
          respective  Project  Managers.  Any overtime  charges due to shortened
          lead times will be cleared  through you in advance.  All  Publications
          prices are based on your having furnished PostScript files.

                  Bulk shipments of  Publications  to  destinations  outside the
         United  States  will  be  fulfilled  based  upon  the  availability  of
         Publication  inventory  or the turn  around  time to obtain  additional
         Publication inventory.

               6. Pricing.  Appendix B contains a price list for the services to
          be performed  under this Statement of Work.  Prices may be modified as
          provided in the Agreement.

                  7. WORK SCOPE - PRODUCTION

                  8.       Order Processing - Distribution Outside the
         Western Hemisphere.

                         1. For Products, Publications and other materials which
                    are to be distributed  outside the Western  Hemisphere,  all
                    orders  will be sent to  BGT-Ireland  and  confirmed  by via
                    Electronic Data  Interchange  ("EDI")  utilizing the EDIFACT
                    standard.

                         2. You shall use the ORDERS Purchase Order  transaction
                    set to place an order.  Each  ORDERS  transaction  set shall
                    contain the information specified in Section 4.(c) below. We
                    will check each ORDERS transaction set received to determine
                    whether it duplicates a previously received transaction set.

                         3. We shall generate a electronic  response to indicate
                    receipt  of  your  order.  That  response  is not  "contents
                    sensitive";   it   simply   acknowledges   that  an   ORDERS
                    transaction set was received by us.

                         4. We shall use the INVOIC Invoice Message  transaction
                    set to confirm shipment and to invoice you.

                         5. You estimate  order activity at up to 200 orders per
                    business  day  increasing  to as many as 500  orders per day
                    during the last week of the month. Note: an average end user
                    order  will  consist  of three (3) kits.  Rush  orders  have
                    priority over non-rush orders. Non-rush orders have priority
                    over bulk and mass update orders.

                         6. Normal  hours of order  receipt by BGT- Ireland will
                    be Monday through Friday,  8:00 A.M. to 5:00 P.M.  Greenwich
                    Mean  Time  with  the  exception  of the  holidays  noted in
                    Section 4.(b)(4). During month end and new product releases,
                    the  parties  will  negotiate  additional  hours  for  order
                    receipt if needed. We will provide customer order inquiry to
                    you through 5:00 P.M. Greenwich Mean Time.

                         7.  Orders   received  at  BGT-Ireland  by  12:00  noon
                    Greenwich  Mean Time will be processed  and delivered to the
                    appropriate carrier that same day, so long as the orders are
                    received in a continual flow not to exceed the daily volumes
                    noted below. Orders received after 12:00 noon Greenwich Mean
                    Time will be processed the next day. Those orders not making
                    the carrier pickup cut-off will ship the next business day.

                         During "Exception Periods", i.e., end of the month, end
                    of a quarter,  end of the year, etc., product orders will be
                    received  by  BGT-  Ireland   from  8:00  A.M.   until  7:00
                    P.M.Greenwich  Mean Time. During each Exception Period,  you
                    will make  available to us by telephone from 8:00 A.M. until
                    8:30 P.M.  Greenwich  Mean  Time  each day  those  personnel
                    necessary  to enable us to clarify  any  questions  that may
                    arise  concerning  orders  received.  During each  Exception
                    Period,   orders   received  at  BGT-Ireland  by  1:00  P.M.
                    Greenwich  Mean Time will be processed  and delivered to the
                    appropriate carrier that same day, so long as (A) the orders
                    are  received  in a  continual  flow not to exceed the daily
                    volumes noted below,  and (B) you have fulfilled all of your
                    responsibilities  with respect to such orders under  Section
                    10 below as  necessary  to enable us to fill  those  orders.
                    Orders received after 1:00 P.M.  Greenwich Mean Time will be
                    processed the next day.  Those orders not making the carrier
                    pickup  cut-off will ship the next business day.  Processing
                    turnaround  in excess of the  month  end  commitment  of 500
                    orders or 1,500 kits per day will be negotiated  between our
                    respective  Project  Managers.  You  will  provide  us  with
                    forecasted  volumes 15 days  prior to month end.  If we make
                    the  projection,  you will be notified  of build  levels and
                    asked for concurrence.

<PAGE>

                    Except as stated  below,  weekend and  holiday  work to meet
                    above  average month end volumes will be charged to you at a
                    price negotiated  between our respective  Project  Managers.
                    However,  any  Saturday  worked at month end or quarter  end
                    which is neither a holiday  nor the day  following a holiday
                    will be charged at the normal rates stated in Appendix B.

                  9.       Order Processing - General.

                         1. Each party will be responsible  for  maintaining the
                    appropriate  access  to  its  EDI  supplier  to  permit  EDI
                    transactions  and any costs associate with such access.  You
                    will be responsible  for any costs  incurred  (developmental
                    costs,  software  costs) in  establishing  the requisite EDI
                    interfaces  with   BGT-Ireland   (e.g.,   date  mapping  and
                    transaction  generation).  You will  provide  the  requisite
                    computer  hardware  and  software to support the order entry
                    program to transmit orders to us.

                           2. Bulk and mass  update  orders  will have  specific
                  delivery  dates  assigned  to them and not be  subject  to the
                  earlier  noted  order  receipt  and shop  commitment.  We will
                  fulfill mass update orders as follows:

         less than 100 orders    or less than 300 kits:  within 5 business days
         100 - 2,000 orders      or 300 - 6,000 kits:    within 15 business days
         2,000 - 3,000 orders    or 6,000 - 9,000kits:   within 20 business days

                           3.  You  will  denote a  requested  ship  date in the
                  comments field for each bulk order that gives us approximately
                  5 business  days to ship.  Commit  ship dates for bulk  orders
                  will be negotiated  between our  respective  Project  Managers
                  based on size and  requested  ship date.  We will use our best
                  efforts to meet that requested ship date.  Weekend or overtime
                  work will be at a premium  charge to you as stated in Appendix
                  B. You will  designate  either air or boat as the  carrier for
                  each order.

                           4. You will be closed during your scheduled  holidays
                  and will not be sending orders to us.  BGT-Ireland  facilities
                  will be closed during their respective  scheduled holidays and
                  will  not be  receiving  or  filling  orders  on  those  days.
                  BGT-Ireland's  scheduled  holidays for calendar years 1996 and
                  1997 are set forth in Appendix C.

                  BGT-Ireland  will advise you of its scheduled  holidays during
                  each year after 1997 that the Agreement remains in force.

                           5. You will provide a master product item table which
                  will contain your part number for each Product, Publication or
                  other material we will be manufacturing  and  distributing;  a
                  description  of  each  of  the  foregoing;  bill  of  material
                  explosion  detail for each of the  foregoing;  and  applicable
                  customs  values.  This  table  will be used  to  generate  the
                  packing slip that is included with the product  shipment.  The
                  master product table will be transmitted electronically (i.e.,
                  via  E-Mail)  daily.  The  master  tables  for   international
                  shipments  will  include  sufficient  customs  value detail by
                  commodities listed below:

                  -        Explicit product descriptions
                  -        Declared customs value for media
                  -        Declared customs value for Publications
                  -        Declared customs value for dongles
                  -        Harmonization codes (harmonization codes
                           are used in harmonization  Tariff Schedules which are
                           also used for the  classification  of merchandise for
                           rate of duty and statistical purposes).

                           6. The packing slip shipped with each order will show
                  the  ship  detail  for the  entire  shipment  rather  than the
                  content of a particular carton.


<PAGE>
                          7. Some  documents will be printed on forms provided
                  by you.  These include encryption letters and various informal
                  documents.

                           8.  Encrypted   information  (key,  expiration  date,
                  system  platform)  will be included in the  applicable  ORDERS
                  Purchase Order  transaction set. The encryption letter will be
                  placed inside the order.

          10.  Purchase  Order  Transaction  Set.  Each  ORDERS  Purchase  Order
     transaction set you build will include  traditional  order information such
     as:

     -        Purchase order number
     -        Customer ID
     -        Ship to address
     -        Bill to address
     -        Carrier details - carrier, service level, COD
     -        Date of origin
     -        Purchase order reference
     -        Ship instructions
     -        Line item detail (product description, your part
              number and order quantity)
     -        Originator ID
     -        "Rush order flag" for shipping
     -        "Bulk order flag" for shipping
     -        International order flag

         You will also provide details with regard to the following items:

     -        OEM customer ID - uniquely identifies you to us
     -        Encryption flag and details - encryption key,
              expiration date, system platform

          11.  Weekly and Monthly  Inventory.  We will provide you with a weekly
     inventory  report  which  will  contain  such  information,  and be in such
     format,  as may be  mutually  agreed.  This  inventory  report will be sent
     electronically  (i.e.,  via E-Mail).  Additional  information on the weekly
     inventory report will be at a charge to you that will be negotiated between
     our respective Project Managers.

                  We will also provide you with a monthly usage inventory report
         for each calendar month which will contain such information,  and be in
         such format,  as may be mutually agreed.  This inventory report will be
         sent electronically (i.e., via E-Mail).  Additional  information on the
         weekly  inventory  report  will  be at a  charge  to you  that  will be
         negotiated between our respective Project Managers.

          12.  Other  Reports.  In addition to the reports  described in Section
     4.(d) above, we will continue to provide to you the following  reports,  in
     the  format  currently  in use for each  such  report  and  containing  the
     information currently provided in each such report, at no charge to you:

          -        Value Added Report
          -        Invoice Report

         Any additional reports requested will incur programming  charges at our
         standard hourly rates then in effect, as will any changes to the format
         or content of the current reports.

          13. Encryption  Letters.  Several of your Products require  encryption
     letters,  and certain future Products (such as all  Windows-based  Products
     commencing  with Version 7.5) will as well. The encryption  letter is built
     from  the  detail   provided  in  the  applicable   ORDERS  Purchase  Order
     transaction set. The encryption  letter is to the end user to instruct them
     as to the encryption key, the expiration date and the system  platform.  We
     will print these letters on letterhead supplied by you.

          14. Master  Images Older Than 4 Months That Have Not Been Ordered.  We
     will archive  master  Program images older than 4 months that have not been
     ordered.  Should  there  be an  order  for a  Program  image  that has been
     archived,  the Program image will be reloaded.  The minimum turnaround time
     for us to fulfill  these  orders  will be 2 business  days  longer than the
     turnaround time for a standard order.

          15. Obsolete Parts List. You will supply us with obsoleted parts lists
     to help manage product tables and inventory.


<PAGE>

     4. PRODUCT PART NUMBER AND BARCODE LABELS. We have your approval to place a
barcode label and your part number on each component of your Products,  Optional
Publications or other materials.

     5.  PROJECT  MANAGEMENT.  Our  respective  Project  Managers  will  conduct
conference  calls at least  weekly to discuss new product  releases,  forecasts,
sales promotions, end of month projections, inventory, bulk orders, mass updates
orders, etc.

     6.  COPYING  DOCUMENTS.  We will  copy  documents  at the  price set out in
Appendix B.

     7. TEAR DOWNS.  If at any time you require us to disassemble  existing kits
for any reason  other than to correct an error that was caused  entirely  by our
acts or omissions,  we will charge you for doing so at our then current rate for
time and materials.

     8. OUR ADDITIONAL  RESPONSIBILITIES.  The following responsibilities are in
addition to those specified in the Agreement:

          1. We will ensure that all  packaging  will be done in a way that does
     not identify us as the packager or shipper.  Packaging includes product and
     shipping materials.

          2. When  notified  within 45 days of order  shipment,  we will replace
     orders free of charge for the following reasons:

               -    defective  media or  Publications  produced by  BGT-Ireland,
                    when the defect was  created by us
               -    orders lost in transit, excluding boat shipments
               -    orders we fill incorrectly

          3. We will file a claim on your  behalf  with the  appropriate  common
     carrier for any damaged order.

          4. C.O.D. checks will be sent to your lockbox in Chicago.

     9. YOUR ADDITIONAL RESPONSIBILITIES.  The following responsibilities are in
addition to those specified in the Agreement and are to be provided at no charge
to us:

          1. You will  provide  all  necessary,  mutually  agreed  upon  Product
     components,  including computer programming code in machine readable format
     for the Programs and the Publications.

          2. You will have  phone  support  available  to assist  with  problems
     preventing  manufacture or distribution of Products,  Optional Publications
     or other materials.

          3. You will be responsible for  authorizing and sending  replenishment
     orders.

          4. You will  immediately  notify us of any condition that might affect
     manufacture  or  shipment  of  Products,  Optional  Publications  or  other
     materials.  You will provide any corrections that will allow manufacture or
     shipments to continue.

     10. PAYMENT AND BILLING.  The prices associated with this Statement of Work
are based on  volumes,  specifications,  and samples of the  Products,  Optional
Publications or other materials which you have provided.  Therefore,  the prices
will change if any of these factors change.

          If you supply  erroneous  information for an order and we are required
     to remanufacture  Products,  Optional  Publications or other materials,  or
     send  a  replacement   shipment,  we  will  bill  you  for  the  additional
     manufacturing, assembly, distribution and freight charges.

          Production  run charges,  i.e.,  charges for  manufacture of Programs,
     Publications  and labels,  and charges for packaging  and freight,  will be
     billed as they are incurred.  All other charges will be billed  monthly and
     are due and payable at terms of Net 45 days.  Past-due invoices are subject
     to a service charge,  calculated on the outstanding  balance, at the lesser
     of (a) the rate of 2% per month or (b) the highest legal rate authorized by
     applicable law.

          Notwithstanding  the payment  terms stated  above,  if you at any time
     exceed the  credit we  establish  for you from time to time,  we may demand
     payment in full of all amounts in excess of the then current  credit limit,
     or require other payment arrangements  satisfactory to us, and we may cease
     all work then in process  without  liability  to you until such  payment is
     received.

         IN WITNESS  WHEREOF,  the parties  hereto have caused this Statement of
Work to be executed by their respective Authorized Representatives.


Banta Global Turnkey                   SPSS Inc.

<PAGE>

ACCEPTED AND AGREED TO:                ACCEPTED AND AGREED TO:


By:                                    By: /s/ Edward Hamburg

Name (type or print):                  Name (type or print): Edward Hamburg

Title:
                                       Title:Executive VP & CFO
Date:
                                       Date: 29 January 1997
BGT-Ireland address:
                                       SPSS address:
Banta Global Turnkey
Hollyhill Industrial Estate              444 North Michigan Avenue
Hollyhill, Cork                          Chicago, IL 60611
Republic of Ireland                      Phone:   (312) 329-2400
Telephone:  011-353-21-397515            Fax:     (312) 329-3560
Fax:     011-353-21-397459


<PAGE>
                     Appendix A: Publication Specifications

Publication Specifications

The following  variations in quantity will be applied to the base order quantity
to   define   over/under   shipments.   These   quantity   variations   will  be
charged/deducted at the per unit price:


                                           Publication Quantity Variations

Quantity Ordered                                  Quantity Variation
Up to 5,000                                                5%
5,001 to 10,000                                            4%
10,001 to 25,000                                           3%
25,001 to 50,000                                           2%



CRC or PostScript files will be forwarded to:

Banta Global Turnkey
Banta Global Turnkey
Hollyhill Industrial Estate
Hollyhill, Cork
Republic of Ireland
Attention:        Deirdre Rennie


The price to convert the PostScript files to negatives is listed in Appendix B.

Base Publication Specifications

Page Sizes                         7-3/8" x 9"
Binding  (less than 104 pgs.)      Saddle  stitch
Binding (104 pgs or more)          Perfect bound
Text Stock                         50# IBM stock
Cover Stock                        80# Vintage Velvet stock
Cover Prints                       Black plus one PMS, full coverage,with bleeds
Cover Lamination                   Film, one side
Drilling                           None
CRC                                SPSS provides PostScript on diskette
                                   including all unique customer
                                   fonts
Proof                              Blueline text, colorkey covers
Final Packaging                    Bulk in cartons
Pallet Size                        40" x 80" or as required






<PAGE>






SPSS PRICE MATRIX FOR TURNKEY SERVICES                               BG TURNKEY
Appendix B
1-Jan-97

SERVICE                                               IR      1.6     USD

Media:
3.5 HD with label                                    0.8              1.28

Order Processing                                     2.63             4.21

Assembly
 Windows                                             2.5              4
 Mac                                                 2.1              3.36
 PC                                                  1.66             2.66
 Mainframe                                           1.08             1.73

Same day ship                                         0.7             1.12

Warehousing
 per pub/month                                        0.02            0.032
 per box/month                                        0.01            0.016

Photocopying                                          0.04            0.066

Project Management                              3500.00/mo           5600.00/mo



<PAGE>


                       Appendix C: BGT - Ireland Holidays







                                 1997 Holidays*

Holiday                  Date                Holiday             Date
New Years Day            January 1           August Holiday      August 4
St. Patrick's Day        March 17            October Holiday     October 27

Easter Monday            April 14            Christmas           December 25

May Day                  May 5               St. Stephen's Day   December 26

June Holiday             June 2





*NOTE:            If a holiday date falls on a Saturday or a Sunday, the
                  Monday immediately following becomes the designated
                  holiday.



STATEMENT OF WORK


<PAGE>



                             Appendix B: Price List

Assumptions:

Prices for the work  described in this  Statement  of Work are  contained in the
following pages. Volumes listed are an estimate for a full year period, based on
actual shipping volumes.  Any changes to the specifications in this Statement of
Work required by SPSS, or any change to the other  assumptions  underlying  this
price list, will cause this price list to be revised.

Conversion of PostScript Files to Negatives:

Publications prices shown in the attached pricing grids do not include the price
of converting PostScript files to negative.

Conversion of PostScript files to negative is $3.15/text page.

Author's alterations at blue print state:            $10.40/page.

Shipping:

SPSS will pay for insurance on all  shipments  from the United States to foreign
destinations.